[Form 4] Boyd Gaming Corporation Insider Trading Activity

Rhea-AI Filing Summary

Marianne Boyd Johnson, Executive Chairman and reported 10% owner of Boyd Gaming Corporation (BYD), reported a sale of 100,000 shares of BYD common stock on 09/04/2025 at a weighted-average price of $86.62 per share. The Form 4 lists multiple indirect holdings under trusts, limited partnerships and LLCs, and reports post-transaction beneficial ownership positions including 1,704,379 shares indirectly by trust, 1,487,858 by limited partnership, and other indirect holdings shown in the filing. The filing was signed by an attorney-in-fact on 09/05/2025. The reporting person disclaims beneficial ownership except to the extent of pecuniary interest in the listed entities.

Insights

Securities Analyst

TL;DR: Executive Chairman sold 100,000 BYD shares at $86.62 on 09/04/2025; multiple indirect holdings remain substantial.

The Form 4 documents a single reported non-derivative transaction: a sale of 100,000 shares executed in multiple trades at a weighted-average price of $86.62. The report clarifies that the reporting person holds significant indirect positions across trusts, limited partnerships and LLCs, with specific post-transaction balances disclosed for several entities. No derivative transactions are reported. All details are disclosure of insider activity; the filing does not provide context on timing, purpose or proportion of total holdings sold relative to aggregate ownership.

Corporate Governance Expert

TL;DR: A high-level insider and trustee completed a sizable open-market sale while retaining multiple indirect holdings across affiliated entities.

The filer is identified as an Executive Chairman and 10% owner and executed an open-market sale on 09/04/2025. The disclosure enumerates indirect ownership through at least eight named trusts/entities and includes a standard disclaimer limiting beneficial ownership claims to pecuniary interest. The filing was executed by an attorney-in-fact. There are no amendments, derivative trades, or additional narrative explaining the disposition in this Form 4.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

JOHNSON MARIANNE BOYD

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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								39,088	D
Common Stock	09/04/2025		S		100,000	D	$86.62(1)	1,704,379	I	By Trust*(2)
Common Stock								1,487,858	I	By Limited Partnership*(3)
Common Stock								4,800,000	I	By Limited Liability Company*(4)
Common Stock								45,482	I	By Trust*(5)
Common Stock								25,555	I	By Trust*(6)
Common Stock								1,100,000	I	By Limited Liability Company*(7)
Common Stock								4,004,000	I	By Limited Liability Company*(8)

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. This transaction was executed in multiple trades at prices ranging from $87.10 to $86.34. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

2. By Marianne Boyd Johnson as Trustee of the Marianne Boyd Johnson Gaming Properties Trust.

3. By BG-00 Limited Partnership, of which the Marianne Boyd Gaming Properties Trust, of which the reporting person is the trustee, settlor and beneficiary, is the general partner thereof.

4. By WSB-BYD, LLC, of which the reporting person is the Manager.

5. By the Johnson Children's Trust Dated 6/24/96, Taylor J. Boyd, Trustee.

6. By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99.

7. By BG-SUB, LLC of which Marianne Boyd Johnson is the managing member thereof.

8. By BYD-SST LLC, of which Marianne Boyd Johnson is the managing member thereof.

Remarks:

*The reporting person expressly disclaims beneficial ownership of any securities of the Issuer except for those securities that are owned directly by the Reporting Person or to the extent of the Reporting Person's pecuniary interest in a trust or other entity which owns such securities.

	/s/ Uri Clinton, attorney-in-fact for Marianne Boyd Johnson	09/05/2025
	** 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 Marianne Boyd Johnson report on Form 4 for BYD?

The Form 4 reports a sale of 100,000 shares of Boyd Gaming Corporation common stock on 09/04/2025 at a weighted-average price of $86.62 per share.

What position does the reporting person hold at BYD?

The filing identifies Marianne Boyd Johnson as Executive Chairman and a 10% owner of the issuer.

Were any derivative securities reported in this filing?

No. Table II for derivative securities shows no reported transactions or holdings in this Form 4.

Which indirect holdings are disclosed in the Form 4?

The Form 4 discloses indirect holdings including 1,704,379 shares by a trust, 1,487,858 by a limited partnership, 4,800,000 by an LLC, and several other entity holdings as listed in the filing.

Who signed the Form 4 filing for Marianne Boyd Johnson?

The Form 4 was signed by Uri Clinton, attorney-in-fact for Marianne Boyd Johnson on 09/05/2025.