BYD insider filings: 909,091 shares distributed, 300,000 received by trustee
Rhea-AI Filing Summary
Marianne Boyd Johnson, a director, 10% owner and Executive Chairman of Boyd Gaming Corp (BYD), reported multiple changes in her beneficial ownership on Form 4. On 08/18/2025 she was involved in distributions and transfers of common stock: an aggregate distribution of 909,091 shares from BG-00 Limited Partnership, a receipt of 300,000 shares in distribution, and other indirect holdings shown across trusts and entities. The filing shows $0.00 prices for the reported transfers and lists resulting beneficial ownership counts such as 1,487,858 and 1,804,379 shares following the transactions. The report was signed by an attorney-in-fact on 08/20/2025.
Positive
- Transparent disclosure of insider distributions and resulting beneficial ownership across trusts and entities
- Detailed footnotes identify the relationships between the reporting person and the entities (trustee, manager, managing member)
Negative
- Large internal distribution of 909,091 shares that reduces the limited partnership's holdings (reported as a disposition)
- Transactions recorded at $0.00, indicating transfers rather than market transactions which may complicate market interpretation of intent
Insights
TL;DR: Insider redistributed and received sizable blocks of BYD shares through related entities; disclosure clarifies post-transaction beneficial ownership.
The Form 4 documents internal transfers and distributions involving large share blocks rather than open-market purchases or sales at market price. The key movements are a distribution of 909,091 shares from BG-00 Limited Partnership and the receipt of 300,000 shares by Marianne Boyd Johnson, both recorded at a price of $0.00. The filing enumerates multiple indirect holdings across trusts and LLCs, producing updated beneficial ownership figures (for example, 1,487,858 and 1,804,379 shares). For investors, the filing provides transparency on ownership structure but does not present trading at market terms or liquidity events.
TL;DR: Related-party distributions reorganized insider ownership across trusts and entities; properly disclosed under Section 16.
The filing attributes transfers to entities where the reporting person serves as trustee, manager or managing member (e.g., Marianne Boyd Gaming Properties Trust, WSB-BYD, LLC, BG-SUB, LLC). Footnotes explicitly identify the nature of indirect ownership and disclaim broader beneficial ownership beyond direct or pecuniary interests. The Form 4 was executed by an attorney-in-fact and lists clear explanatory footnotes, satisfying disclosure norms for fiduciary movements of equity stakes. No derivative transactions or cash consideration are reported.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 909,091 | $0.00 | -- |
| Other | Common Stock | 300,000 | $0.00 | -- |
| 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 909,091 shares of common stock by BG-00 Limited Partnership to the Marianne Boyd Johnson Gaming Properties Trust and three additional beneficiaries. 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. Transaction reflects the receipt of 300,000 shares of common stock in distribution from BG-00 Limited Partnership, as described in footnote (1). By Marianne Boyd Johnson as Trustee of the Marianne Boyd Johnson Gaming Properties Trust. 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 the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee. 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.
