[Form 4] Boyd Gaming Corporation Insider Trading Activity

Rhea-AI Filing Summary

Marianne Boyd Johnson, Executive Chairman and 10% owner of Boyd Gaming Corp (BYD), reported changes in her beneficial ownership on an SEC Form 4. The filing shows a distribution of 45,482 shares on 08/21/2025 from the Johnson Children's Trust to the Sean W. Johnson Separate Property Trust, recorded as a disposition with no cash consideration. The form also reports other indirect holdings controlled by Ms. Johnson through multiple trusts, limited partnerships and LLCs, including reported beneficial interests of 1,804,379, 1,487,858, 4,800,000, 1,100,000, and 4,004,000 shares across those entities. The filing includes a disclaimer that she disclaims beneficial ownership except to the extent of her pecuniary interest.

Positive

• Continued substantial ownership: Reporting person retains multi‑million share indirect holdings across trusts, partnerships and LLCs, indicating sustained economic alignment with BYD shareholders
• Transaction type is a distribution (code J): The 45,482‑share movement was an intra‑family trust transfer with a $0.00 price, not a market sale

Negative

• Reported disposition of shares: 45,482 shares were distributed and recorded as a disposition on 08/21/2025

Insights

Securities Analyst

TL;DR: Insider reported a non‑cash distribution and continues to hold substantial indirect positions across trusts and entities.

The Form 4 documents a distribution transaction code J for 45,482 shares, indicating an intra-family transfer from the Johnson Children's Trust to a separate property trust for Sean W. Johnson. Transaction price is listed as $0.00 consistent with a distribution rather than a market sale. Material for investors is the reaffirmation that Marianne Boyd Johnson retains large indirect interests through multiple entities totaling millions of shares, which preserves her economic alignment with BYD shareholders. The filing contains the standard pecuniary-interest disclaimer and no derivative activity is reported.

Corporate Governance Expert

TL;DR: Governance perspective: routine estate/trust reallocation; no indicated change to board role or control.

The filing appears to reflect estate or trust reorganization rather than a disposition to a third party, consistent with internal family planning. The reporting person remains listed as Executive Chairman and 10% owner and retains indirect control positions via trustee and managing member roles in trusts, partnerships and LLCs identified in the explanatory footnotes. There is no indication of a change in board membership, executive status or a reduction in control from this filing alone. The explicit disclaimer limits the scope of beneficial ownership claims to pecuniary interest.

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)
08/21/2025

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	08/21/2025		J		45,482(1)	D	$0.00	45,482	I	By Trust*(2)
Common Stock								1,804,379	I	By Trust*(3)
Common Stock								1,487,858	I	By Limited Partnership*(4)
Common Stock								4,800,000	I	By Limited Liability Company*(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. Transaction reflects the distribution of an aggregate of 45,482 shares of common stock by the Johnson Children's Trust Dated 6/24/96 to the Sean W. Johnson Separate Property Trust dated May 9, 2019.

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

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

4. 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.

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

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	08/22/2025
	** 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 transaction did Marianne Boyd Johnson report on Form 4 for BYD?

The Form 4 reports a distribution (transaction code J) of 45,482 BYD shares on 08/21/2025 from the Johnson Children's Trust to the Sean W. Johnson Separate Property Trust, recorded at $0.00.

Does the Form 4 show Marianne Boyd Johnson sold shares of BYD for cash?

No. The filing lists the 45,482‑share movement as a distribution with price $0.00, indicating a transfer rather than a cash sale.

How many BYD shares is Marianne Boyd Johnson reported to beneficially control indirectly?

The filing discloses indirect beneficial interests including 1,804,379, 1,487,858, 4,800,000, 1,100,000, and 4,004,000 shares across various trusts, partnerships and LLCs.

Is there any derivative or options activity reported by the insider?

No. Table II for derivative securities shows no transactions or holdings reported.

Does the Form 4 indicate any change in Marianne Boyd Johnson's role at Boyd Gaming?

No. The filing continues to list her as Executive Chairman and a 10% owner; it does not disclose any change in her board or executive status.