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Boyd Gaming Form 4: CEO disposes 75,000 shares; retains 1.07M

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Keith Smith, President and CEO and a director of Boyd Gaming Corporation (BYD), reported two open-market sales totaling 75,000 shares. He sold 50,000 shares on 08/18/2025 at a weighted average price of $83.09 and 25,000 shares on 08/19/2025 at a weighted average price of $83.91. Following these transactions, the reporting person directly beneficially owns 1,071,689 shares. The filing also reports 325 shares held indirectly by his spouse. The form includes statements that the reported prices reflect weighted averages across multiple trades and that full trade details will be provided upon request.

Positive

  • Transparent reporting: weighted average prices disclosed and offer to provide full trade details on request
  • Substantial retained ownership: reporting person still directly holds 1,071,689 shares after the sales

Negative

  • Insider sales: total of 75,000 shares sold by the CEO/director over two days

Insights

TL;DR: Insider sales of 75,000 shares by the CEO reduce his direct stake to 1,071,689 shares; sales were executed across multiple trades at ~$83 per share.

The disclosed sales are specific and sizable in nominal terms but the filing shows the reporting person retains over one million shares directly plus 325 indirectly. The transactions were executed in multiple trades and the filer provided weighted average prices, offering transparency about execution. From a market-impact perspective, these are routine Open Market sales reported under Section 16; the filing does not state any plan-based (Rule 10b5-1) intent.

TL;DR: Material disclosure of insider sales by the CEO/director is properly documented; no additional governance events are reported.

The Form 4 is complete with transaction dates, volumes, weighted average prices, and a signature by an attorney-in-fact. It shows both officer and director status for the reporting person and discloses indirect holdings via spouse. The filing does not indicate amendments, exception codes, or plan-based defenses. This is a routine Section 16 disclosure rather than a corporate governance action.

Insider SMITH KEITH
Role President and CEO
Sold 75,000 shs ($6.25M)
Type Security Shares Price Value
Sale Common Stock 25,000 $83.91 $2.10M
Sale Common Stock 50,000 $83.09 $4.15M
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 1,071,689 shares (Direct); Common Stock — 325 shares (Indirect, By Spouse)
Footnotes (1)
  1. This transaction was executed in multiple trades at prices ranging from $83.00 to $83.41. 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. This transaction was executed in multiple trades at prices ranging from $84.15 to $83.75 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.
Form 4 Insider Transactions: What Each Field Means →
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*
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)
08/18/2025
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 08/18/2025 S 50,000 D $83.09(1) 1,096,689 D
Common Stock 08/19/2025 S 25,000 D $83.91(2) 1,071,689 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. This transaction was executed in multiple trades at prices ranging from $83.00 to $83.41. 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. This transaction was executed in multiple trades at prices ranging from $84.15 to $83.75 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.
/s/ Uri Clinton, attorney-in-fact for Keith Smith 08/20/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did BYD CEO Keith Smith report on Form 4?

He reported open-market sales of 50,000 shares on 08/18/2025 and 25,000 shares on 08/19/2025.

How many BYD shares does Keith Smith own after these transactions?

He directly beneficially owns 1,071,689 shares following the reported sales.

At what prices were the BYD shares sold?

The 08/18/2025 sale had a weighted average price of $83.09; the 08/19/2025 sale had a weighted average price of $83.91.

Are any indirect holdings disclosed in the Form 4 for BYD?

Yes, 325 shares are reported as indirectly owned through the reporting person’s spouse.

Was the Form 4 signed and when?

The Form 4 was signed by an attorney-in-fact, Uri Clinton, on 08/20/2025.