[Form 4] Boyd Gaming Corporation Insider Trading Activity

Rhea-AI Filing Summary

Keith Smith, President and CEO and a director of Boyd Gaming Corporation (BYD), reported a gift transaction on 08/25/2025. He disposed of 50,000 shares of Boyd common stock via a gift to the KJS Family Foundation (transaction code G) at a reported price of $0, indicating a bona fide gift. After the gift, Mr. Smith beneficially owned 996,689 shares directly and 325 shares indirectly through his spouse. The Form 4 was signed by an attorney-in-fact on 08/26/2025. The filing documents only this one non-derivative transfer and does not include any option or derivative activity.

Positive

• Transparent disclosure of a non-cash gift by the CEO meeting Section 16 reporting requirements
• Remaining direct ownership remains substantial at 996,689 shares after the gift

Negative

• Transfer to a related foundation (KJS Family Foundation) may warrant monitoring for related-party context
• Non-sale disposition reduces insider's direct holdings, though magnitude is limited

Insights

Corporate Governance Expert

TL;DR: Insider gift of 50,000 shares reduces direct holdings modestly and raises standard disclosure questions about related-party transfers.

The reported gift to the KJS Family Foundation is coded as a non-sale transfer (code G) and carries no cash proceeds, which is consistent with charitable or private foundation transfers. With 996,689 shares remaining directly, the gift represents a small percentage reduction relative to total reported direct holdings disclosed on this Form 4. The filing is routine but important for transparency about insider transfers and potential related-party relationships between the reporting person and the recipient foundation.

Securities Analyst

TL;DR: A 50,000-share gift by the CEO is disclosed; transaction is non-cash and unlikely to materially affect BYD’s share count or market dynamics on its own.

The Form 4 shows a single non-derivative disposition dated 08/25/2025, reducing direct beneficial ownership to 996,689 shares and leaving an indirect holding of 325 shares via spouse. No derivative transactions or exercises are reported. From a securities perspective, the disclosure fulfills Section 16 transparency requirements; absent additional insider selling or larger transfers, the effect on supply/demand is likely immaterial based solely on this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SMITH KEITH

(Last) (First) (Middle)

6465 S. RAINBOW BLVD.

(Street)

LAS VEGAS NV 89118

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BOYD GAMING CORP [ BYD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/25/2025		G		50,000(1)	D	$0(1)	996,689	D
Common Stock								325	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On August 25, 2025, the reporting person gifted 50,000 shares of common stock to the KJS Family Foundation.

	/s/ Uri Clinton, attorney-in-fact for Keith Smith	08/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Keith Smith report on Form 4 for BYD?

He reported a gift of 50,000 shares of Boyd Gaming common stock on 08/25/2025 to the KJS Family Foundation (transaction code G).

How many Boyd Gaming shares does Keith Smith own after the transaction?

Following the reported gift, he beneficially owns 996,689 shares directly and 325 shares indirectly through his spouse.

Was any cash received for the 50,000 shares?

No. The Form 4 reports a price of $0, indicating the shares were transferred as a gift, not sold.

Does the filing show any derivative or option activity by Keith Smith?

No. Table II for derivative securities shows no transactions reported; only a non-derivative transfer is disclosed.

When was the Form 4 signed?

The Form 4 was signed by an attorney-in-fact for Keith Smith on 08/26/2025.