Boyd Gaming (BYD) Executive Chairman Reports Trust Distribution of 45,482 Shares
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 45,482 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (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. By the Johnson Children's Trust Dated 6/24/96, Taylor J. Boyd, Trustee. By Marianne Boyd Johnson as Trustee of the Marianne Boyd Johnson Gaming Properties Trust. 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. By WSB-BYD, LLC, of which the reporting person is the Manager. By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99. By BG-SUB, LLC of which Marianne Boyd Johnson is the managing member thereof. By BYD-SST LLC, of which Marianne Boyd Johnson is the managing member thereof.
