[Form 4] Boyd Gaming Corporation Insider Trading Activity

Rhea-AI Filing Summary

Boyd Gaming Corp. (BYD) filed a Form 4 on 08/04/2025 disclosing that Chief Administrative Officer Stephen S. Thompson sold 15,906 common shares on 08/01/2025 at a weighted-average price of $83.25 (trade range $83.60–$82.75), generating proceeds of roughly $1.3 million.

Post-sale holdings equal 38,609 shares held directly and 47,125 shares held indirectly through the Stephen S. & Debra L. Thompson Trust (12/17/2015). No derivative security activity or 10b5-1 plan was reported.

The transaction reduces Thompson’s direct ownership but he maintains a combined stake of 85,734 shares, continuing material equity exposure to BYD.

Positive

• Executive retains 85,734 shares, indicating continued equity alignment with shareholders.
• Timely, detailed disclosure demonstrates adherence to SEC reporting requirements.

Negative

• Sale of 15,906 shares worth about $1.3 M reduces the CAO’s direct stake by roughly 29%, a potentially negative sentiment signal.

Insights

Securities Analyst

TL;DR: CAO sells ~$1.3 M in BYD stock; modestly negative insider signal.

The 15,906-share sale at $83.25 trims Stephen Thompson’s direct stake by nearly 29%. While he still owns 85.7 K shares, insider sales—even routine—are often interpreted as a short-term caution flag. The absence of accompanying option exercise or 10b5-1 plan suggests this was discretionary. Trade size (~$1.3 M) is immaterial to Boyd’s market cap but can weigh on sentiment, especially after BYD’s recent run-up to the low-$80s.

Corporate Governance Expert

TL;DR: Filing shows compliant disclosure; ownership alignment remains intact.

The Form 4 was timely (within two business days) and includes weighted-average pricing per SEC guidance. Thompson retains significant direct and trust holdings, maintaining alignment with shareholders. No red flags on reporting quality or Rule 144 restrictions. Governance impact is neutral; investors should watch for pattern or multiple executive sales before drawing stronger conclusions.

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^*

Thompson Stephen S.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Administrative Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		S		15,906	D	$83.25(1)	38,609	D
Common Stock								47,125	I	By Trust(2)

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 $83.60 to $82.75 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.

2. By Stephen S. and Debra L. Thompson Trust dated December 17, 2015.

	/s/ Uri Clinton, attorney-in-fact for Stephen S. Thompson	08/04/2025
	** 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

How many Boyd Gaming (BYD) shares did Stephen Thompson sell?

15,906 common shares were sold on 08/01/2025.

What was the average sale price reported in the Form 4?

The weighted-average price was $83.25 per share (range $83.60–$82.75).

How many BYD shares does Thompson own after the transaction?

He owns 38,609 shares directly and 47,125 shares indirectly, totaling 85,734 shares.

Did the filing mention any 10b5-1 trading plan?

No. The Form 4 did not indicate that the transaction was executed under a Rule 10b5-1 plan.

Were any options or derivative securities exercised or disposed?

No derivative security activity was reported in Table II of the filing.