[Form 4] Boyd Gaming Corporation Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

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
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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)
08/18/2025

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								39,088	D
Common Stock	08/18/2025		J		909,091(1)	D	$0.00	1,487,858	I	By Limited Partnership*(2)
Common Stock	08/18/2025		J		300,000(3)	A	$0.00	1,804,379	I	By Trust*(4)
Common Stock								4,800,000	I	By Limited Liability Company*(5)
Common Stock								25,555	I	By Trust*(6)
Common Stock								90,964	I	By Trust*(7)
Common Stock								1,100,000	I	By Limited Liability Company*(8)
Common Stock								4,004,000	I	By Limited Liability Company*(9)

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 909,091 shares of common stock by BG-00 Limited Partnership to the Marianne Boyd Johnson Gaming Properties Trust and three additional beneficiaries.

2. 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.

3. Transaction reflects the receipt of 300,000 shares of common stock in distribution from BG-00 Limited Partnership, as described in footnote (1).

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

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 the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee.

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

9. 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	08/20/2025
	** 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.

FAQ

What transactions did Marianne Boyd Johnson report on Form 4 for BYD?

The filing reports a distribution of 909,091 shares from BG-00 Limited Partnership and the receipt of 300,000 shares on 08/18/2025, among other indirect holdings.

Were any cash-sales or market trades reported in the Form 4?

No; the reported transactions show a price of $0.00, indicating transfers or distributions rather than open-market purchases or sales.

How did the reported transactions change Marianne Boyd Johnson's beneficial ownership?

The filing lists resulting beneficial ownership figures such as 1,487,858 and 1,804,379 shares following the reported transactions.

Which entities are identified as holding BYD shares indirectly for the reporting person?

The footnotes identify BG-00 Limited Partnership, Marianne Boyd Johnson Gaming Properties Trust, WSB-BYD, LLC, Justin Boyd Education Trust, Johnson Children's Trust, BG-SUB, LLC and BYD-SST LLC as indirect holders.

Who signed the Form 4 and when was it filed?

The form was signed by Uri Clinton, attorney-in-fact for Marianne Boyd Johnson, on 08/20/2025.