BOYD GAMING CORP

as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023

NOTE1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Boyd Gaming Corporation (and together with its subsidiaries, the "Company," the "Registrant," "Boyd Gaming," "Boyd," "we" or "us") was incorporated in the state of Nevada in1988 and has been operating since1975. The Company's common stock is traded on the New York Stock Exchange under the symbol "BYD".

As of* December 31, 2025*, we are a geographically diversified operator of 27 brick-and-mortar gaming entertainment properties ("gaming entertainment properties"). Headquartered in Las Vegas, Nevada, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio, Pennsylvania and Virginia. In addition, we own and operate Boyd Interactive, a business-to-business ("B2B") and business-to-consumer ("B2C") online gaming business. We also manage the Sky River Casino located in California under a management agreement with Wilton Rancheria.

For financial reporting purposes, we have four reportable segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online, (collectively "Reportable Segments"). The Online segment includes the operating results of our online gaming business, including the acquisition on* September 1, 2024of Resorts Digital Gaming, LLC ("Boyd Digital"), (collectively "Boyd Interactive") and online market access fees from our agreements withthird* parties throughout the United States. To reconcile Reportable Segments information to the consolidated information, the Company has aggregated nonreportable operating segments into a Managed & Other category. The Managed & Other category includes management fees earned under our management contract with Wilton Rancheria for the management of Sky River Casino in northern California and the operating results of Lattner Entertainment Group Illinois, LLC ("Lattner"), our Illinois distributed gaming operator. The table below lists the Reportable Segment classification of each of our gaming entertainment properties that were aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure.

(1) Property has been closed since* March 18, 2020.The Company began demolition of the property during thefourth* quarter of2025.

(2) Property is subject to a master lease agreement with a real estate investment trust.

(3) Property permanently closed on* November 9, 2025.*

(4) Property opened on* November 7, 2025*and is a variable interest entity consolidated in our financial statements.

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In addition to these properties, we own a travel agency located in Hawaii. Financial results for our travel agency are included in our Downtown Las Vegas segment, as our Downtown Las Vegas properties concentrate significant marketing efforts on gaming customers from Hawaii.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries. In addition, we consolidate variable interest entities ("VIEs") for which we orone of our consolidated subsidiaries is the primary beneficiary. Investments in unconsolidated affiliates, which are50% or less owned and where we have significant influence and donot meet the controlling financial interest consolidation criteria of the authoritative accounting guidance for voting interest or VIEs, are accounted for under the equity method.

We consider ourselves the primary beneficiary of a VIE when we have both the power to direct the activities that most significantly affect the economic performance of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. We review investments for VIE consideration if a reconsideration event occurs to determine if the investment qualifies, or continues to qualify, as a VIE.

All intercompany accounts and transactions have been eliminated in consolidation.

Recasted Consolidated Statements of Operations

In2025, the Company has separated out online reimbursements revenue from online revenue and online reimbursements expense from online expense. Under certain of our online market access agreements, we are the primary obligor and are responsible for paying gaming taxes and other license payments owed as the gaming licensee for the related online gaming activities. We are reimbursed for these taxes and other payments by thethird-party operators. To improve transparency on the face of the financial statements, the reimbursements we receive are recorded as online reimbursements revenue and the gaming taxes and other expenses paid are reported as online reimbursements expense. Online revenue and online expense include Boyd Interactive operations and our revenue share from our online market access agreements. Revenue and operating expense for2024 and2023 have been recast to conform to this presentation. The disaggregation of online reimbursements revenue from online revenue and online reimbursements expense from online expense didnot impact the Company's total revenues, net income or earnings per share as previously reported for2024 and2023.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments, which include cash on hand and in banks, interest-bearing deposits and money market funds with maturities ofthree months or less at their date of purchase. The instruments arenot restricted as to withdrawal or use and are on deposit with high credit quality financial institutions. Although these balances* may*at times exceed the federal insured deposit limit, we believe such risk is mitigated by the quality of the institution holding such deposit. The carrying values of these instruments approximate their fair values as such balances are generally available on demand.

Restricted Cash

Restricted cash consists primarily of: (i) amounts restricted by regulation for gaming and racing purposes; (ii) amounts restricted by regulation for the value in players' online casino gaming accounts; and (iii) advance payments received for future bookings with our Hawaiian travel agency. These restricted cash balances are invested in highly liquid instruments with a maturity of90 days or less. These restricted cash balances are held by high credit quality financial institutions. The carrying values of these instruments approximate their fair values due to their short maturities.

The following table provides a reconciliation of cash, cash equivalents and restricted cash balances reported within the consolidated balance sheets to the total balance shown in the consolidated statements of cash flows.

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Accounts Receivable, net

Accounts receivable consist primarily of casino, hotel, market access partner online gaming tax reimbursements and other receivables. Accounts receivable are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible, based upon historical collection experience, the age of the receivable and other relevant economic factors. A provision for expected credit losses is maintained to reduce our receivables to their carrying amount. As a result, the net carrying value approximates fair value.

The activity comprising our provision for expected credit losses is as follows:

Inventories

Inventories consist primarily of food & beverage and retail items and are stated at the lower of cost or market. Cost is determined using the weighted-average inventory method.

Property and Equipment, net

Property and equipment are initially stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or, for leasehold improvements, over the shorter of the asset's useful life or term of the lease.

The estimated useful lives of our major components of property and equipment are:

Gains or losses on disposals of assets are recognized as incurred. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred.

For an asset that is held for sale, we recognize the asset at the lower of carrying value or fair market value, less costs of disposal, as estimated based on comparable asset sales, cost and income approaches. For a long-lived asset to be held and used, we review the asset for impairment whenever events or changes in circumstances indicate that the carrying amount* may**not* be recoverable. We then compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. The asset isnot impaired if the undiscounted future cash flows exceed its carrying value. If the carrying value exceeds the undiscounted future cash flows, then an impairment charge is recorded, typically measured using a discounted cash flow model, which is based on the estimated future results of the relevant asset group discounted using our weighted-average cost of capital. In certain circumstances, the sales comparison approach, which analyzes recent sales transactions of similar assets, or the cost approach, which is based on the premise that a prudent investor would payno more for an asset of similar utility than its replacement or reproduction cost,* may*be used in place of the discounted cash flow model to derive fair value. All resulting recognized impairment charges are recorded as impairment of assets within operating costs and expenses.

Capitalized Interest

Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. Whenno debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using our weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. There was capitalized interest of $3.2 million, $3.1 million and $3.2 million for the years ended* December 31, 2025*,2024 and2023, respectively.

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Investment in Available for Sale Securities

We have an investment in a single municipal bond issuance of $15.6 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series2007 ("City Bonds"). This investment is classified as available-for-sale and is recorded at fair value. The fair value at* December 31, 2025** and2024* was $12.3 million and $12.6 million, respectively. At both* December 31, 2025* and2024, $0.8 million is included in prepaid expenses and other current assets and at* December 31, 2025* and2024, $11.5 million and $11.8 million, respectively, is included in other assets, net.

Future maturities of the City Bonds, excluding the discount, for the years ending* December**31* are summarized as follows:

Intangible Assets

Intangible assets include customer relationships, host agreements, development agreement, developed technology,B2B relationships,B2C relationships, marketing agreement, gaming license rights and trademarks.

Amortizing Intangible Assets

Customer relationships represent the value of repeat business associated with our customer loyalty programs and are being amortized on an accelerated method over their approximate useful life.B2B relationships andB2C relationships represent the value of our customer relationships, including those under contractual arrangements, associated with our online gaming operations and are being amortized on a straight-line basis over seven totwelve years. Host agreements represent the value associated with our host establishment relationships and are being amortized on a straight-line basis over 15 years. Development agreement is a contract betweentwo parties establishing an agreement for development of a product or service. This agreement is being amortized over the respective cash flow period of the related seven-year agreement. Developed technology represents the value associated with our online gaming platform and is being amortized on a straight-line basis over 10 years. Marketing agreement is a contract betweentwo parties establishing an agreement for marketing and promotional services and is being amortized on a straight-line basis over the 20-year term of the agreement.

For amortizing intangible assets, we review the asset for impairment whenever events or changes in circumstances indicate that the carrying amount* may**not* be recoverable. We then compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. The asset isnot impaired if the undiscounted future cash flows exceed its carrying value. If the carrying value exceeds the undiscounted future cash flows, then an impairment charge is recorded, typically measured using a discounted cash flow model, which is based on the estimated future results of the relevant asset group discounted using our weighted-average cost of capital.

Indefinite-Lived Intangible Assets

Trademarks are based on the value of our brands, which reflect the level of service and quality we provide and from which we generate repeat business. Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight, and a limitation on the number of licenses available for issuance therein. These assets, considered indefinite-lived intangible assets, arenot subject to amortization, but instead are subject to an annual impairment test, and between annual test dates in certain circumstances. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference. Gaming license rights are tested for impairment using a multi-period excess earnings method, which is a specific discounted cash flow model or a qualitative assessment approach, and trademarks are tested for impairment using the relief-from-royalty method or a qualitative assessment approach.

Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets in a business combination that arenot individually identified and separately recognized. Goodwill isnot subject to amortization, but it is subject to an annual impairment test and in between annual test dates in certain circumstances.

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We evaluate goodwill for impairment at the reporting until level using a weighted average allocation of both the income and market approach models or a qualitative assessment approach. In the valuation of a reporting unit's goodwill, the income approach focuses on the income-producing capability of the reporting unit. The underlying premise of this approach is that the value of a reporting unit can be measured by the present worth of the net economic benefit (cash receipts less cash outlays) to be received over the life of the reporting unit. The steps followed in applying this approach include estimating the expected after-tax cash flows attributable to the reporting unit over its life and converting these after-tax cash flows to present value through "discounting." The discounting process uses a rate of return which accounts for both the time value of money and investment risk factors. Finally, the present value of the after-tax cash flows over the life of the reporting unit is totaled to arrive at an indication of the fair value of the reporting unit. The market approach is comprised of the guideline company method, which focuses on comparing the subject company to selected reasonably similar, or "guideline", publicly-traded companies. Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii) evaluated and adjusted based on the strengths and weaknesses of the subject company relative to the selected guideline companies; and (iii) applied to the operating data of the subject company to arrive at an indication of value. In the valuation of a reporting unit, the market approach measures value based on what typical purchasers in the market have paid for assets which can be considered reasonably similar to those being valued. When the market approach is utilized, data is collected on the prices paid for reasonably comparable assets. Adjustments are made to the similar assets to compensate for differences between reasonably similar assets and the asset being valued. The application of the market approach results in an estimate of the price reasonably expected to be realized from the sale of the reporting unit.

Long-Term Debt, Net

Long-term debt, net is reported as the outstanding debt amount net of unamortized cost. Any unamortized debt issuance costs, which include legal and other direct costs related to the issuance of our outstanding debt, or discount granted to the initial purchasers or lenders upon issuance of our debt instruments is recorded as a direct reduction to the face amount of our outstanding debt. The debt issuance costs and discount are accreted to interest expense using the effective interest method over the contractual term of the underlying debt. In the event that our debt is modified, repurchased or otherwise reduced prior to its original maturity date, we evaluate whether it is a debt extinguishment or debt modification under authoritative accounting guidance and for a debt extinguishment, we ratably reduce the unamortized debt issuance costs and discount and record a loss on extinguishment of debt.

Income Taxes

Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely thannot that such assets willnot be realized. Use of the term "more likely thannot" indicates the likelihood of occurrence is greater than50%. Accordingly, the need to establish valuation allowances for deferred tax assets is continually assessed at a minimum quarterly, and as facts and circumstances change, based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of profitability and taxable income, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified.

In performing oursecond quarter2023 valuation allowance analysis, we determined that the positive evidence in favor of releasing a portion of our valuation allowance for certain state jurisdictions, outweighed the negative evidence. We utilized a rollingtwelve quarters of pre-tax income adjusted for permanent book to tax differences as a measure of cumulative results in recent years. We transitioned from a cumulative loss position to a cumulative income position over the rollingtwelve quarters ended* June 30, 2023.Other evidence considered in the analysis included, but wasnot* limited to, a trend reflective of improvement in recent earnings, forecasts of profitability and taxable income and the reversal of existing temporary differences. The change in these conditions during thethree months ended* June**30,* 2023 provided positive evidence that supported the release of the valuation allowance against a significant portion of our state deferred tax assets. As such, we concluded that it was more likely thannot that the benefit from our deferred tax assets would be realized. As a result, during thesecond quarter of2023, we released $35.9 million of valuation allowance on our state income tax net operating loss carryforwards and other deferred tax assets.

Other Long-Term Tax Liabilities

The Company's income tax returns are subject to examination by the Internal Revenue Service ("IRS") and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes, which prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.

Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize atwo-step approach for evaluating tax positions. Recognition occurs when the Company concludes that a tax position, based on its technical merits, is more likely thannot to be sustained upon examination. Measurement is only addressed if the position is deemed to be more likely thannot to be sustained. The tax benefit is measured as the largest amount of benefit that is more likely thannot to be realized upon settlement.

Tax positions failing to qualify for initial recognition are recognized in thefirst subsequent interim period that they meet the "more likely thannot" standard. If it is subsequently determined that a previously recognized tax positionno longer meets the "more likely thannot" standard, it is required that the tax position is derecognized. Accounting standards for uncertain tax positions specifically prohibit the use of a valuation allowance as a substitute for derecognition of tax positions. As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes. If applicable, accrued interest and penalties are included in other long-term tax liabilities on the consolidated balance sheets.

The IRS selected our federal corporate income tax return for the tax year ended* December 31, 2021,for examination. The IRS examination began in thesecond* quarter of2024 and was closed in thesecond quarter of2025 withno significant adjustments. As of* December 31, 2025and2024,* and for the years then ended, there wereno changes to our unrecognized tax benefits to date.

Tax Credits

Pursuant to provisions under the Inflation Reduction Act of2022, the Company entered into agreements to purchase $400.9 million of transferable federal energy tax credits during2025 at a discount to face value, which resulted in an income tax benefit recorded during the year ended* December 31, 2025.*

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Self-Insurance Reserves

We are self-insured for various insurance coverages such as property, general liability, employee health and workers' compensation costs with the appropriate levels of deductibles and retentions. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred butnot yet reported. In estimating these accruals, we consider historical loss experience and make judgments about the expected levels of costs per claim. Management believes the estimates of future liability are reasonable based upon our methodology; however, changes in health care costs, accident frequency and severity and other factors could materially affect the estimate for these liabilities. Certain of these claims represent obligations to make future payments; and therefore, we discount such reserves to an amount representing the present value of the claims which will be paid in the future using a blended rate, which represents the inherent risk and the average payout duration. Self-insurance reserves are included in accrued liabilities on our consolidated balance sheets.

The activity comprising our self-insurance reserves is as follows:

Accumulated Other Comprehensive Income (Loss)

Comprehensive income includes net income and other comprehensive income (loss). Components of the Company's comprehensive income are reported in the accompanying consolidated statements of changes in stockholders' equity and consolidated statements of comprehensive income. The accumulated other comprehensive income (loss) at* December 31, 2025*, consists of unrealized gains and losses on the investment available for sale resulting from changes in fair value and foreign currency translation adjustments.

Leases

Management determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. Our lease terms* mayinclude options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For our operating leases for which the rate implicit in the lease isnot* readily determinable, we generally use an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. The incremental borrowing rate is determined based on the weighted average incremental borrowing rate at the lease commencement or modification date that is commensurate with the rate of interest in a similar economic environment that we would have to pay to borrow an amount equal to our future lease payments on a collateralized basis over a similar term, including reasonably certain options to extend or terminate. The determination of the incremental borrowing rate could materially impact our lease liabilities. Operating right-of-use ("ROU") assets and finance lease assets are recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. Lease and non-lease components are accounted for separately.

Revenue Recognition

The Company’s revenue contracts with customers consist of gaming wagers (including both those made at our gaming entertainment properties and onlineB2C wagers), hotel room sales, food & beverage offerings and other amenity transactions. SeeOnline Market Access Agreements below for further discussion of revenues earned under our market access agreements. The transaction price for a gaming wagering contract is the difference between gaming wins and losses,not the total amount wagered. Cash discounts, commissions and other cash incentives to customers related to gaming play are recorded as a reduction of gaming revenues. The transaction price for hotel, food & beverage and other contracts is the net amount collected from the customer for such goods and services. Hotel, food & beverage and other services have been determined to be separate, stand-alone performance obligations and the transaction price for such contracts is recorded as revenue as the good or service is transferred to the customer over their stay at the hotel, when the delivery is made for the food & beverage or when the service is provided for other amenity transactions.

We have established a player loyalty point program to encourage repeat business from frequent and active slot machine customers and other patrons. Members earn points based on gaming activity and such points can be redeemed for complimentary slot play, food & beverage, hotel rooms and other free goods and services.

Gaming wager contracts involvetwo performance obligations for those customers earning points under the Company’s player loyalty program and a single performance obligation for customers who donot participate in the program. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio tonot differ materially from that which would result if applying the guidance to an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with the loyalty points earned, the Company allocates an amount to the player loyalty contract liability based on the stand-alone selling price of the points earned, which is determined by the value of a point that can be redeemed for a hotel room stay, food & beverage or other amenities. Sales and usage-based taxes are excluded from revenues. An amount is allocated to the gaming wager performance obligation using the residual approach as the stand-alone price for wagers is highly variable andno set established price exists for such wagers. The allocated revenue for gaming wagers, excluding race and sports wagers, is recognized when the wagers occur as all such wagers settle immediately. The allocated revenue for race and sports wagers is recognized when the specific event or game occurs. The player loyalty contract liability amount is deferred and recognized as revenue when the customer redeems the points for a hotel room stay, food & beverage or other amenities and such goods or services are delivered to the customer. See Note6, Accrued Liabilities, for the balance outstanding related to the player loyalty program.

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as of** December 31, 2025* and2024 and for the years ended* December 31, 2025*,2024 and*2023**

The Company collects advance deposits from hotel customers for future hotel reservations and other future events such as banquets and ticketed events. These advance deposits represent obligations of the Company until the hotel room stay is provided to the customer or the banquet or ticketed event occurs. See Note6, Accrued Liabilities, for the balance outstanding related to advance deposits.

The Company's outstanding chip liability represents the amounts owed in exchange for gaming chips held by a customer. Outstanding chips are expected to be recognized as revenue or redeemed for cash withinone year of being purchased. See Note6, Accrued Liabilities, for the balance related to outstanding chips.

The retail value of hotel accommodations, food & beverage, and other services furnished to guests without charge is recorded as departmental revenues. Gaming revenues are net of incentives earned in our player loyalty program and the estimated retail value of complimentary goods and services provided to customers (such as complimentary rooms and food & beverage). The estimated retail values related to goods and services provided to customers without charge or upon redemption of points under our player loyalty program, included in departmental revenues, and therefore reducing our gaming revenues, are as follows:

Gaming Taxes

We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate. These gaming taxes are assessed based on our gaming revenues and are recorded in the consolidated statements of operations as a gaming expense for gaming entertainment properties and online expense for Boyd Interactive operations. Gaming taxes recorded as gaming expense totaled approximately $528.2 million, $515.3 million and $512.0 million for the years ended* December 31, 2025**,2024 and2023, respectively. Gaming taxes recorded as online expense, excluding taxes paid under online market access agreements (seeOnline Market Access Agreements below for further discussion), totaled $24.9 million, $14.4 million and $6.2 million for the years ended December 31, 2025**,*2024 and2023, respectively.

Advertising Expense

Direct advertising costs are expensed thefirst time such advertising appears. Advertising costs are included in selling, general and administrative expenses on the consolidated statements of operations and totaled $27.6 million, $26.9 million and $22.4 million for the years ended* December 31, 2025**,*2024 and2023, respectively.

Corporate Expense

Corporate expense represents unallocated payroll, professional fees, rent, aircraft costs and various other expenses that arenot directly related to our casino, hotel and online operations, in addition to the corporate portion of share-based compensation expense.

Project Development, Preopening and Writedowns

Project development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with various acquisition opportunities, strategic initiatives, dispositions and other business development activities in the ordinary course of business; (ii) certain costs of start-up activities that are expensed as incurred in our ongoing efforts to develop gaming activities in new jurisdictions and expenses related to other new business development activities that donot qualify as capital costs; (iii) asset writedowns; and (iv) realized gains arising from asset dispositions.

Share-Based Compensation

Share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period. The requisite service period can be impacted by the provisions of the Company’s stock compensation programs that provide for automatic vesting acceleration upon retirement (including as a result of death or disability) for those long-service participants achieving defined age and years of service criteria. These acceleration provisions donot apply to stock grants and awards issued withinsix months of the employee’s retirement. Compensation costs related to stock option awards are calculated based on the fair value of each major option grant on the date of the grant using the Black-Scholes option pricing model, which requires the following assumptions: expected stock price volatility, risk-free interest rates, expected option lives and dividend yields. We form our assumptions using historical experience and observable market conditions.

Currency Translation

The Company translates the financial statements of its foreign subsidiary that arenot denominated in U.S. dollars. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the period. If a material income statement event occurs, the transaction would be translated at the exchange rate in effect on the date of occurrence. Translation adjustments are recorded in other comprehensive income (loss). Gains or losses from foreign currency transaction remeasurements are recorded as other, net on our consolidated statements of operations.

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Net Income per Share

Basic net income per share is computed by dividing net income attributable to Boyd Gaming by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects the additional dilution for all potentially-dilutive securities, such as stock options.

Collaborative Arrangements - FanDuel

In2018, we acquired afive percent equity ownership in FanDuel Group Parent, LLC ("FanDuel"). During the period that we held thefive percent equity interest, we didnot have the ability to exercise significant influence over FanDuel's operations and financial policies. Ourfive percent equity ownership in FanDuel was recorded at cost in accordance with the measurement alternative allowed under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")321, Accounting for Investments of Equity Securities. We evaluated the investment for impairment whenever events or circumstances indicated that the carrying amount* may**not* be recoverable. We evaluated the recorded value of the investment when any observable price changes in orderly transactions for an identical or similar investment required an adjustment of the investment to fair value. From the acquisition of the FanDuel equity interest in2018 to the sale of such investment in* July 2025,as discussed below, the Company hadno* accumulated impairments or adjustments to fair value related to the investment.

On* July**10,* 2025, Boyd Interactive Gaming Holdings, L.L.C. ("Boyd Interactive Holdings"), a wholly owned subsidiary of Boyd Gaming, entered into a definitive agreement ("Purchase Agreement") with TSE Holdings Ltd. ("Parent") and FanDuel, pursuant to which Parent agreed to purchase Boyd Interactive Holding'sfive percent equity interest (the "Equity Interest") in FanDuel, and Boyd Gaming and FanDuel, or their respective affiliated entities, agreed to enter into certain commercial arrangements (as discussed below). On* July 31, 2025,pursuant to the Purchase Agreement, Boyd Interactive Holdings completed the sale of its Equity Interest to Parent for aggregate cash consideration of $1,758.0 million which reflected the estimated fair value of the Equity Interest. The resulting gain on sale of the Equity Interest is recorded in other, net on the consolidated statements of operations for the year ended December 31, 2025.*

In connection with the sale of the Equity Interest, Boyd Gaming and FanDuel or their respective affiliated entities terminated certain of their existing agreements related to their strategic partnership and entered into certain new agreements (collectively, the "FanDuel Market Access Agreements"), pursuant to which Boyd Gaming or its subsidiaries ("Boyd Entities") agreed to, among other things, (i) provide FanDuel or its subsidiary with certain market access rights to operate online sports wagering or other online gaming services similar to the prior arrangements with Boyd entities, updated to an annual fixed fee owed to the Boyd Entities instead of variable fees based on net wagering wins and losses and to extend the term of the arrangements to2038, and (ii) transition any branding and operational support provided by FanDuel at the existing FanDuel branded sportsbooks at Boyd Gaming properties to be branded and operated entirely by Boyd Entities, but utilizing certain sports betting data feeds provided by FanDuel or its affiliate.

Online Market Access Agreements

Subject to state law and regulatory approvals, we offer online sports wagering under market access agreements with online operators and receive a market access fee from such in Illinois, Indiana, Iowa, Kansas, Louisiana, Missouri (beginning* December 2025),Ohio (through June 30, 2025)and Pennsylvania as well as online casinos in Pennsylvania. Under our online market access agreements, including the FanDuel Market Access Agreements, the revenue share we receive fromthird*-party operators is on actual net wagering wins and losses or a fixed annual fee. The market access fees under these market access agreements are recorded in online revenue on the consolidated statements of operations.

Under certain of our online market access agreements, we are the primary obligor and are responsible for paying gaming taxes and other license payments owed as the gaming licensee for the related online gaming activities. We are reimbursed for these taxes and other payments by thethird-party operators. We report these gaming taxes and other expenses paid as online reimbursements expense and the reimbursements we receive as online reimbursements revenues.

Concentration of Credit Risk

Financial instruments that subject us to credit risk consist of cash equivalents and accounts receivable.

Our policy is to limit the amount of credit exposure to anyone financial institution, and place investments with financial institutions evaluated as being creditworthy, or in short-term money market and tax-free bond funds which are exposed to minimal interest rate and credit risk. We have bank deposits that* may*at times exceed federally insured limits.

Concentration of credit risk, with respect to gaming receivables, is limited through our credit evaluation process. In jurisdictions that allow credit, we issue markers to approved gaming customers only following credit checks and investigations of creditworthiness.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

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Recently Adopted Accounting Pronouncements

Accounting Standards Update ("ASU")2023-09, Income Taxes, Topic740,* Improvements to Income Tax Disclosures**("Update2023-09")*

In* December 2023,the FASB issued Update2023*-09 to improve income tax disclosure requirements, primarily related to rate reconciliations and income taxes paid. Update2023-09 is effective for financial statements issued for annual periods beginning after* December 15, 2024,with early adoption permitted. The Company adopted Update2023*-09 retrospectively infirst quarter2025, and the guidance was applied with the expanded income tax disclosure requirements included in Note8, Income Taxes.

ASU2023*-07, Segment Reporting, Topic280, Improvements to Reportable Segment Disclosures* ("Update2023*-07")*

In* November 2023,the FASB issued Update2023*-07 to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. Update2023-07 is to be applied retrospectively and is effective for financial statements issued for annual periods beginning after* December 15, 2023,and interim periods beginning after December 15, 2024,with early adoption permitted. The Company adopted Update2023*-07 duringfirst quarter2024, and the guidance was applied with the expanded significant segment expense disclosure requirements included in Note14, Segment Information.

Recently Issued Accounting Pronouncements

ASU2025-11, Interim Reporting (Topic270*) ("Update2025-11")*

In* December 2025,the FASB issued Update2025*-11 to improve and clarify guidance related to interim reporting. Update2025-11 is effective for annual reporting periods beginning after* December 15, 2027,and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the impact of the adoption of Update2025*-11 to the consolidated financial statements.

ASU2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic350*-40) ("Update2025-06")*

In* September**2025,* the FASB issued Update2025-06 to clarify guidance regarding when an entity is required to start capitalizing software costs. Update2025-06 is effective for annual reporting periods beginning after* December 15, 2027,and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the impact of the adoption of Update2025*-06 to the consolidated financial statements.

ASU 2025-05, Financial Instruments - Credit Losses (Topic326) ("Update2025-05")

In* July 2025,the FASB issued Update2025*-05 to clarify guidance related to Topic326 for current accounts receivable and current contract assets arising from transactions accounted for under Topic606,** Revenue from Contracts with Customers, and allowing for a practical expedient that assumes that current conditions as of the balance sheet donot change for the remaining life of the asset. Update2025-05 is effective for annual reporting periods beginning after* December 15, 2025,and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the impact of the adoption of Update2025*-05 to the consolidated financial statements.

ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, Subtopic 220-40, Disaggregation of Income Statement Expenses ("Update 2024-03")

In* November 2024**,* the FASB issued Update2024-03 which expands disclosures about specific expense categories presented on the face of the income statement. Update2024-03 is effective for financial statements issued for annual periods beginning after* December 15, 2026,with early adoption permitted. The Company is evaluating the impact of the adoption of Update2024*-03 to the consolidated financial statements.

A variety of proposed or otherwise potential accounting standards are currently being studied by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we havenot yet determined the effect, if any, that the implementation of such proposed standards would have on our consolidated financial statements.

NOTE2. ACQUISITION

Resorts Digital Gaming, LLC ("Boyd Digital")

On* September 1, 2024,Boyd Interactive Gaming, Inc. ("Boyd Interactive Inc."), a wholly owned subsidiary of the Company, completed its acquisition of Boyd Digital, pursuant to a Membership Interest Purchase Agreement (the "Membership Agreement"), entered into on May 15, 2024,*by and among Boyd Interactive Inc., DGMB Casino Holding, LLC and DGMB Casino SPE Corp.

Boyd Digital is an online casino operator based in New Jersey, operating a dual-brand strategy of Resorts Casino and Mohegan Sun. This acquisition was another step forward in building out our online casino business. In addition to acquiring the existing online business under both brands, the acquisition included a 20-year marketing agreement with a 10-year renewal option that provides for marketing and promotional services at Resorts Casino in Atlantic City, New Jersey. This marketing agreement allows us to provide our online customers in New Jersey access to a gaming entertainment property where they can redeem points earned under our loyalty program for such amenities as complimentary food & beverage and hotel rooms. The acquired company is aggregated into our Online segment (see Note14, Segment Information).

Consideration Transferred

The fair value of the consideration transferred on the date of the Membership Agreement included the purchase price of the net assets transferred. The total gross cash consideration was $34.0 million (with $3.7 million of cash and restricted cash acquired, for total cash paid for acquisitions, net of cash received of $30.3 million).

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Purchase Price Allocation

The Company followed the acquisition method of accounting pursuant to FASB ASC Topic805 guidance. In accordance with ASC805, we have allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values as determined by management with the assistance fromthird-party specialists. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed was recorded as goodwill. The following table presents the components of the final allocation of the purchase price as of the acquisition date and as reported in our Annual Report on Form10-K for the year ended* December 31, 2024:*

The following table summarizes the values assigned to acquired intangible assets and weighted average useful lives of definite-lived intangible assets:

The goodwill recognized is the excess of the purchase price over the values assigned to the assets acquired and liabilities assumed. All of the goodwill was assigned to the Online reportable segment.

The Company expensed $0.1 million of acquisition related costs during the year ended* December 31, 2024.There wereno acquisition related costs for the years ended December 31, 2025and2023.* These costs are included in project development, preopening and writedowns on the consolidated statements of operations.

The revenue and earnings from the acquisition arenot material for the period from* September 1, 2024through December 31, 2024.The pro-forma revenue and earnings from the acquisition assuming all impacts as if it had been completed on January 1, 2024,arenot* material through* December 31, 2024.*

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NOTE3. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

Construction in progress primarily relates to costs capitalized in conjunction with major improvements that havenot yet been placed into service, and accordingly, such costs arenot currently being depreciated.

Depreciation expense for the years ended* December 31, 2025**,*2024 and2023 was $283.6 million, $259.8 million and $240.0 million, respectively.

As a result of ourfirst quarter2025 impairment review, the Company recorded a long-lived asset impairment charge of $32.3 million for property and equipment related to our Las Vegas Locals segment. In addition, as a result of ourthird quarter2025 impairment review, the Company recorded long-lived asset impairment charges of $47.3 million for property and equipment related to our Midwest & South segment and $17.8 million for property and equipment related to our Las Vegas Locals segment. Further, as a result of ourfourth quarter2025 impairment review, the Company recorded a long-lived asset impairment charge of $25.0 million for property and equipment related to our Midwest & South segment. To determine the value of the long-lived asset and the resulting impairment, we utilized the income approach which focuses on the income-producing capability of the asset and the sales comparison approach which focuses on comparable sales transactions. These noncash impairment charges are recorded in impairment of assets on the consolidated statement of operations. There wereno impairments of our property and equipment long-lived assets during2024 and2023.

NOTE4. INTANGIBLE ASSETS

Intangible assets consist of the following:

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Amortizing Intangible Assets

Customer Relationships

Customer relationships represent the value of repeat business associated with our customer loyalty programs. The value of customer relationships is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to these customers, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections of future cash flows, assumptions and estimates: revenue of our rated customers, based on expected level of play; promotional allowances provided to these existing customers; attrition rate related to these customers; operating expenses; general and administrative expenses; trademark expense; discount rate; and the present value of tax benefit.

Host Agreements

Host agreements represent the value associated with the host establishment relationships of our distributed gaming operator. The value of host agreements is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to these establishments, discounted to present value at a risk-adjusted rate of return.

Development Agreement

Development agreement is an acquired contract with Wilton Rancheria under which the Company developed the Sky River Casino on the Wilton Rancheria's land.

Developed Technology

Developed technology represents the value associated with our online gaming platform. The value is determined using the relief from royalty method, which presumes that without ownership of such technology, we would have to make a stream of payments to a technology owner in return for the right to use their technology. By virtue of this asset, we avoid any such payments and record the related intangible value of our ownership of the technology. We used the following significant projections of future cash flows, assumptions and estimates to determine value under the relief from royalty method: revenue from online gaming activities; royalty rate; tax expense; obsolescence rate; discount rate; and present value of tax benefit.

B2B Relationships andB2C Relationships

B2B relationships andB2C relationships represent the value of our customer relationships, including those under contractual arrangements, associated with our online gaming operations. The value ofB2B andB2C relationships are determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to those customer relationships, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections of cash flows, assumptions and estimates: revenue of those customers, based on expected level of play and the specific contractual arrangement; promotional allowances and attrition rate related to these relationships; operating expenses; general and administrative expenses; contributory asset charge; discount rate; and the present value of tax benefit.

Marketing Agreement

Marketing agreementis an acquired contract for which the Company, while utilizing the Resorts World and Mohegan Sun brands, receives marketing and promotional services at Resorts Casino in Atlantic City, New Jersey. The value is determined at an amount equal to the present value of the projected marketing expense after-tax savings that would be expected to be incurred absent such marketing agreement providing such advertising.

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Indefinite Lived Intangible Assets

Trademarks

Trademarks are based on the value of our brands, which reflect the level of service and quality we provide and from which we generate repeat business. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademark, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the related intangible value of our ownership of the trade name. We used the following significant projections of future cash flows, assumptions and estimates to determine value under the relief from royalty method: revenue from gaming, food & beverage, hotel and other revenue-producing activities; royalty rate; tax expense; terminal growth rate; discount rate; and the present value of tax benefit.

Gaming License Rights

Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight, and a limitation on the number of licenses available for issuance therein. In the majority of cases, the value of our gaming licenses is determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to future gaming revenue, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections of future cash flows, assumptions and estimates: gaming revenues; gaming operating expenses; general and administrative expenses; tax expense; terminal value; and discount rate. Inthree instances, we determine the value of our gaming licenses by applying a cost approach. Our primary consideration in the application of this methodology is the initial statutory fee associated with acquiring a gaming license in the jurisdiction.

Activity for the Years Ended December 31, 2025,2024 and2023****

The following table sets forth the changes in these intangible assets:

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Future Amortization

Customer relationships are being amortized on an accelerated basis over a weighted average original useful life offive years. Host agreements are being amortized on a straight-line basis over an original life of 15 years. The development agreement is being amortized on a straight-line basis over an original life ofseven years. Developed technology is being amortized on a straight-line basis over an original life of 10 years.B2B relationships are being amortized on a straight-line basis over an original life of 7 years and 10 years.B2C relationships are being amortized on a straight-line basis over an original life of 12 years. The marketing agreement is being amortized on a straight-line basis over an original life of 20 years. Future amortization is as follows:

Trademarks and gaming license rights arenot subject to amortization, as we have determined that they have an indefinite useful life; however, these assets are subject to an annual impairment test each year and between annual test dates in certain circumstances.

Impairments

There wereno impairment charges recorded during2025.

As a result of ourfirst quarter2024 impairment review, the Company recorded an impairment charge of $10.5 million for a gaming license right related to our Midwest & South segment.

As a result of our annual2023 impairment test and ourfourth quarter2023 impairment review, the Company recorded animpairment charge of $21.3 million for gaming license rights related to our Midwest & South segment.

NOTE5. GOODWILL

Goodwill consists of the following:

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Changes in Goodwill

During the year ended* December 31, 2025,*there wereno changes in goodwill other than the effect of foreign currency exchange rates.

During the year ended* December 31, 2024,*we recorded $10.7 million of goodwill, in our Online segment related to the acquisition of Boyd Digital.

During the year ended* December 31, 2023,*we recorded goodwill impairment charges of $86.5 million, of which $82.0 million related to our Online segment and $4.5 million related to Managed & Other, our aggregated other nonreportable operating segments category.

The following table sets forth the changes in our goodwill, net, during the years ended* December 31, 2025**,*2024 and2023.

NOTE6. ACCRUED LIABILITIES

Accrued liabilities consist of the following:

Included in Other as of* December 31, 2025is $371.3 million of2025* renewable energy investment tax credits purchased fromthird parties. See additional discussion in Note8, Income Taxes.

NOTE7. LONG-TERM DEBT

Long-term debt, net of current maturities and debt issuance costs, consists of the following:

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Credit Facility

Credit Agreement

On* March**2,* 2022 (the "Closing Date"), the Company entered into a credit agreement (the "Credit Agreement") among the Company, certain direct and indirect subsidiaries of the Company as guarantors (the "Guarantors"), Bank of America, N.A., as administrative agent, collateral agent and letter of credit issuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions party thereto as lenders. The Credit Agreement replaced the Third Amended and Restated Credit Agreement, dated as of* August 14, 2013 (*the "Prior Credit Facility"), among the Company, certain direct and indirect subsidiaries of the Company as guarantors, Bank of America, N.A., as administrative agent and letter of credit issuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions party thereto as lenders.

The Credit Agreement (i) provides for a $1,450.0 million senior secured revolving credit facility (the "Revolving Credit Facility") and (ii) provided for an $880.0 million senior secured term A loan (the "Term A Loan," collectively with the Revolving Credit Facility, the "Credit Facility"). The Revolving Credit Facility matures on* March 2, 2027 (or earlier upon the occurrence or non-occurrence of certain events) and the Term A Loan was repaid in full as of December 31, 2025.The Term A Loan was fully funded on the Closing Date and proceeds from the Credit Agreement were used to refinance all outstanding obligations under the Prior Credit Facility, including a senior secured term loan A facility and senior secured term loan B facility (the "Prior Refinancing Term B Loan"), to fund transaction costs in connection with the Credit Agreement, and for general corporate purposes. On January 21, 2026,the Company entered into an Amended and Restated Credit Agreement which is further discussed in Note16,* Subsequent Events.

Amounts Outstanding

The outstanding principal amounts under the Credit Facility are comprised of the following:

During the year ended* December 31, 2025,the Company used the $1,758.0 million cash proceeds from the sale of the Equity Interest in FanDuel, as discussed in Note1,* Summary of Significant Accounting Policies, to pay down the then outstanding Credit Facility debt, which consisted of $915.0 million on the Revolving Credit Facility, $726.0 million on the Term A Loan and $39.9 million on the Swing Loan. The full repayment of the outstanding Term A Loan extinguished the Term A Loan under the Credit Facility.

With a total revolving credit commitment of $1,450.0 million available under the Credit Facility, $135.0 million and $25.7 million in borrowings outstanding on the Revolving Credit Facility and on the Swing Loan, respectively, and $12.7 million allocated to support various letters of credit, there is a remaining contractual availability under the Credit Facility of $1,276.6 million at* December 31, 2025*.

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Interest and Fees

The interest rate on the outstanding balance of the Revolving Credit Facility, and on the Term A Loan prior to its extinguishment upon full repayment in2025, is based upon, at the Company’s option, either: (i) a rate based on the Secured Overnight Financing Rate ("SOFR") administered by the Federal Reserve Bank of New York, or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with a specified pricing grid based on the Consolidated Total Net Leverage Ratio and ranges from 1.25% to 2.25% (if using SOFR) and from 0.25% to 1.25% (if using the base rate). A fee of a percentage per annum (which ranges from 0.20% to 0.35% and is determined in accordance with a specified pricing grid based on the Consolidated Total Net Leverage Ratio) will be payable on the unused portions of the Revolving Credit Facility. The rates based on SOFR will be determined based upon, at the Company’s option, either: (i) a forward-looking SOFR term rate administered by CME Group Benchmark Administration Limited or any successor administrator, and based on interest periods of one,three orsix months or such other interest period that istwelve months or less subject to the consent of lenders and the administrative agent, or (ii) a daily SOFR rate published by the Federal Reserve Bank of New York, and will include credit spread adjustments as set forth in the Credit Agreement. The "base rate" under the Credit Agreement is the highest of (x) Bank of America’s publicly-announced prime rate, (y) the federal funds rate published by the Federal Reserve Bank of New York plus 0.50%, or (z) the SOFR rate for aone month interest period plus 1.00%.

Optional and Mandatory Prepayments

Pursuant to the terms of the Credit Agreement, the Company is required to use a portion of its annual excess cash flow to prepay loans outstanding under the Credit Agreement if the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) exceeds certain thresholds set forth in the Credit Agreement. Additionally, prior to its full repayment in2025, the loans under the Term A Loan amortized in an annual amount equal to 5.00% of the original principal amount thereof, payable on a quarterly basis.

Amounts outstanding under the Credit Agreement* maybe prepaid without premium or penalty, and the unutilized portion of the commitments may*be terminated without penalty, subject to certain conditions.

Subject to certain exceptions, the Company* may*be required to repay the amounts outstanding under the Credit Agreement in connection with certain asset sales and issuances of certain additional non-permitted or refinancing indebtedness.

Guarantees and Collateral

The Company’s obligations under the Credit Agreement, subject to certain exceptions, are guaranteed by certain of the Company’s subsidiaries and are secured by the capital stock of certain subsidiaries. In addition, subject to certain exceptions, the Company and each of the guarantors granted the administrative agentfirst priority liens and security interests on substantially all of their real and personal property (other than gaming licenses and subject to certain other exceptions) as additional security for the performance of the secured obligations under the Credit Agreement.

The Credit Agreement includes an accordion feature which permits the incurrence ofone or more new tranches of revolving credit commitments in an aggregate amount up to the sum of (i) $1,000.0 million, (ii) the amount of certain voluntary prepayments of senior secured indebtedness of the Company, and (iii) the maximum amount of incremental commitments which, after giving effect thereto, wouldnot cause the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement) to exceed 3.00 to1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions.

Financial and Other Covenants

The Credit Agreement contains certain financial and other covenants, including, without limitation, various covenants (i) requiring the maintenance of a minimum consolidated interest coverage ratio on a quarterly basis of 2.50 to1.00, (ii) requiring the maintenance of a maximum Consolidated Total Net Leverage Ratio on a quarterly basis, (iii) imposing limitations on the incurrence of indebtedness and liens, (iv) imposing limitations on transfers, sales and other dispositions, and (v) imposing restrictions on investments, dividends and certain other payments.

The maximum permitted Consolidated Total Net Leverage Ratio is calculated as Consolidated Net Indebtedness totwelve-month trailing Consolidated EBITDA, as defined by the Credit Agreement. The maximum Consolidated Total Net Leverage Ratio must beno higher than 4.50 to1.00.

Current Maturities of Our Indebtedness

As of* December 31, 2024,we classified certain non-extending balances under our Credit Facility as a current maturity, as such amounts came due within the nexttwelve* months. As of* December 31, 2025,there arenot* any amounts that come due under our Credit Facility within the nexttwelve months.

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Senior Notes

4.750% Senior Notes due June2031

On* June 8, 2021*, we issued $900.0 million aggregate principal amount of 4.750% senior notes due* June**2031* ("4.750% Senior Notes due2031"). The4.750% Senior Notes due2031 require semi-annual interest payments on* March 15and September 15of each year. The4.750%* Senior Notes due2031 will mature on* June 15, 2031* and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are100% owned by us. The net proceeds from the4.750% Senior Notes due2031 and cash on hand were used to finance the redemption of our outstanding6.375% senior notes due* April 2026and6.000%* senior notes due* August 2026.*

In conjunction with the issuance of the4.750% Senior Notes due2031, we incurred approximately $13.5 million in debt financing costs that have been deferred and are being amortized over the term of the 4.750% Senior Notes due2031 using the effective interest method.

The 4.750% Senior Notes due2031 contain covenants that, subject to exceptions and qualifications, among other things, limit the Company’s ability and the ability of its Restricted Subsidiaries (as defined in the Indenture governing the4.750% Senior Notes due2031, the "4.750% Senior Notes due2031 Indenture") to (i) incur additional indebtedness or liens; (ii) pay dividends or make distributions or repurchase the Company’s capital stock; (iii) make certain investments; and (iv) sell or merge with other companies. Upon the occurrence of a change of control (as defined in the4.750% Senior Notes due2031 Indenture), the Company will be required, unless certain conditions are met, to offer to repurchase the4.750% Senior Notes due2031 at a price equal to 101% of the principal amount of the4.750% Senior Notes due2031, plus any accrued and unpaid interest and Additional Interest (as defined in the4.750% Senior Notes due2031 Indenture), if any, up to, butnot including, the date of purchase. If the Company sells assets, it will be required under certain circumstances to offer to purchase the4.750% Senior Notes due2031.

At any time prior to* June 15, 2026,we mayredeem the4.750%* Senior Notes due2031, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a make whole premium.

4.750% Senior Notes due December2027

On* December 3, 2019*, we issued $1.0 billion aggregate principal amount of 4.750% senior notes due* December* 2027 ("4.750% Senior Notes due2027"). The4.750% Senior Notes due2027 require semi-annual interest payments on* June 1and December 1of each year. The 4.750% Senior Notes due2027* will mature on* December 1, 2027and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The net proceeds from the4.750%* Senior Notes due2027 were used to finance the redemption of all of our outstanding6.875% senior notes due in2023 and prepay a portion of our Prior Refinancing Term B Loan.

In conjunction with the issuance of the4.750% Senior Notes due2027, we incurred approximately $15.7 million in debt financing costs that have been deferred and are being amortized over the term of the4.750% Senior Notes due2027 using the effective interest method.

The4.750% Senior Notes due2027 contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the indenture governing the4.750% Senior Notes due2027, the "4.750% Senior Notes due2027 Indenture") to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the4.750% Senior Notes due2027 Indenture), we will be required, unless certain conditions are met, to offer to repurchase the4.750% Senior Notes due2027 at a price equal to 101% of the principal amount of the4.750% Senior Notes due2027, plus accrued and unpaid interest and Additional Interest (as defined in the4.750% Senior Notes due2027 Indenture), if any, to, butnot including, the date of purchase. If we sell assets, we will be required under certain circumstances to offer to purchase the4.750% Senior Notes due2027.

We* mayredeem all or a portion of the4.750%* Senior Notes due2027 at redemption prices equal to 100% of the principal amount, plus accrued and unpaid interest and Additional Interest.

In connection with the private placement of the4.750% Senior Notes due2027, we entered into a registration rights agreement with the initial purchasers in which we agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") to permit the holders to exchange or resell the4.750% Senior Notes due2027. We filed the required registration statement and commenced the exchange offer in* July**2020.* The exchange offer was completed on* August 20, 2020*and our obligations under the registration agreement have been fulfilled.

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Early Extinguishments and Modifications of Debt

During the year ended* December 31, 2025,the Company incurred$1.4 million in loss on early extinguishments of debt due to the full repayment and extinguishment of the Term A Loan with proceeds from the sale of the Equity Interest in FanDuel. The $1.4 million incurred relates to the write-off of unamortized deferred finance charges associated with the Term A Loan. There wereno charges to loss on early extinguishments and modifications of debt during the years ended December 31, 2024and2023.*

Covenant Compliance

As of* December 31, 2025*, we were in compliance with the financial covenants of our debt instruments.

The indentures governing the notes issued by the Company contain provisions that allow for the incurrence of additional indebtedness, if after giving effect to such incurrence, the coverage ratio (as defined in the respective indentures, essentially a ratio of the Company's consolidated EBITDA to fixed charges, including interest) for the Company's trailingfour quarter period on a pro forma basis would be at least 2.0 to1.0. Should this provision prohibit the incurrence of additional debt, the Company* maystill borrow under its existing credit facility. At December 31, 2025*, the available borrowing capacity under our Credit Facility was $1,276.6 million.

Scheduled Maturities of Long-Term Debt

The scheduled maturities of long-term debt are as follows:

NOTE8. INCOME TAXES

Deferred Income Tax Assets and Liabilities

Deferred income tax assets and liabilities are provided to record the effects of temporary differences between the tax basis of an asset or liability and its amount as reported in our consolidated balance sheets. These temporary differences result in taxable or deductible amounts in future years.

The components comprising our deferred income tax assets and liabilities are as follows:

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At* December 31, 2025*, we have state income tax net operating loss carryforwards of approximately $754.0 million, which* maybe used to reduce future state income taxes. The majority of the state net operating loss carryforwards will expire in various years ranging from2026* to2046, ifnot fully utilized, and the remaining* may*be used indefinitely.

Valuation Allowance on Deferred Tax Assets

Management assesses available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. In evaluating our ability to recover deferred tax assets, we consider whether it is more likely thannot that some portion or all the deferred tax assets willnot be realized. The ultimate realization of deferred tax assets is dependent upon scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and results of recent operations.

We have maintained a valuation allowance against certain federal and state deferred tax assets as of* December 31, 2025* due to uncertainties related to our ability to realize the tax benefits associated with these assets. The balance of this valuation allowance was $13.3 million as of* December 31, 2025* and2024. In assessing the need to establish a valuation allowance, we consider, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of profitability and taxable income, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies. Valuation allowances are evaluated periodically and subject to change in future reporting periods as a result of changes in the factors noted above.

Provision for Income Taxes

A summary of the provision for income taxes is as follows:

As discussed in Note1, Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements, in* January 2025we adopted ASU2023*-09 retrospectively. A reconciliation of the U.S. federal statutory income tax rates to our effective tax rates pursuant to the new disclosure requirements of ASU2023-09 are as follows:

(1) For2025, Illinois, Kansas, and New Jersey represented the majority of the tax effect in this category. For2024, Louisiana and Missouri represented the majority of the tax effect in this category. For2023, Indiana represented the majority of the tax effect in this category.

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Our tax provision for the year ended* December 31, 2025* was unfavorably impacted by state taxes and certain nondeductible expenses, including nondeductible compensation and employee benefit expenses, which were partially offset by federal renewable energy and other tax credits, foreign taxes, and the inclusion of excess tax benefits related to equity compensation as a component of the provision for income taxes.

Our tax provision for the year ended* December 31, 2024* was unfavorably impacted by state taxes and certain nondeductible expenses, including nondeductible compensation and employee benefit expenses, which were partially offset by tax credits, foreign taxes, and the inclusion of excess tax benefits related to equity compensation as a component of the provision for income taxes.

Our tax provision for the year ended* December 31, 2023* was favorably impacted by the release of state valuation allowances, tax credits, foreign taxes and inclusion of excess tax benefits related to equity compensation, as a component of the provision for income taxes and partially offset by state taxes and certain nondeductible expenses, including nondeductible compensation and employee benefit expenses.

Cash Paid for Income Taxes, Net of Refunds

The following table provides a detail of the cash taxes paid, net of refunds:

Income taxes paid, net of refunds, exceededfive percent of total income taxes paid, net of refunds, in the following jurisdictions:

(1) Jurisdiction didnot meet the disclosure requirements for the years ended* December 31, 2024and2023* and as such are presented as zero.

Status of Examinations

We generated net operating losses on our federal income tax returns for years 2011 through2013 and in2020. These returns remain subject to federal examination until the statute of limitations expires for the year in which the net operating losses are utilized. We utilized all our federal net operating losses in2021.

The IRS selected our federal corporate income tax return for the tax year ended* December 31, 2021,for examination. The IRS examination began in thesecond* quarter of2024 and was closed in thesecond quarter of2025 withno significant adjustments. As of* December 31, 2025,and for the year then ended, there wereno* changes to our unrecognized tax benefits to date.

As it relates to our material state tax returns, we are subject to examination for tax years ended on or after* December**31,* 2016. The statute of limitations will expire over the period* October 2026through November 2029.*

We believe that we have adequately reserved for any tax liability; however, the ultimate resolution of an examination* mayresult in an outcome that is different than our current expectation. We donot* believe the ultimate resolution of any examination will have a material impact on our consolidated financial statements.

Other Long-Term Tax Liabilities

The impact of an uncertain income tax position taken in our income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position isnot recognized if it has less than a50% likelihood of being sustained. If applicable, our liability for uncertain tax positions is recorded as other long-term tax liabilities in our consolidated balance sheets. As of* December 31, 2025* * and * 2024 and during the years ended* December 31, 2025*,2024 and2023, the Company hadno uncertain tax positions.

Tax Credits

Pursuant to provisions under the Inflation Reduction Act of2022, the Company entered into agreements to purchase $400.9 million of transferable federal energy tax credits during2025 at a discount to face value, which resulted in an income tax benefit recorded during the year ended* December 31, 2025.*

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NOTE9. COMMITMENTS AND CONTINGENCIES

Commitments

Capital Spending and Development

We continually perform on-going refurbishment and maintenance at our facilities to maintain our standards of quality. Certain of these maintenance costs are capitalized, if such improvement or refurbishment extends the life of the related asset, while other maintenance costs that donot so qualify are expensed as incurred. The commitment of capital and the related timing thereof are contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate regulatory bodies. We must also comply with covenants and restrictions set forth in our debt agreements.

Kansas Management Contract

As part of Kansas Star's Contract to Serve as Lottery Gaming Facility Manager for the South Central Gaming Zone on behalf of the Kansas Lottery (the "Kansas Management Contract"), approved by the Kansas Racing and Gaming Commission on* January 11, 2011,*Kansas Star committed to donate $1.5 million each year to support education in the local area in which Kansas Star operates for the duration of the Kansas Management Contract. We have made all distributions under this commitment as scheduled and such related expenses are recorded in selling, general and administrative expenses on the consolidated statements of operations.

Mulvane Development Agreement

On* March 7, 2011,*Kansas Star entered into a Development Agreement with the City of Mulvane ("Mulvane Development Agreement") related to the provision of water, sewer, and electrical utilities to the Kansas Star site. This agreement sets forth certain parameters governing the use of public financing for the provision of such utilities, through the issuance of general obligation bonds by the City of Mulvane, paid for through the imposition of a special tax assessment on the Kansas Star site payable over 15 years in an amount equal to the City of Mulvane’s full obligations under the general obligation bonds.

All infrastructure improvements to the Kansas Star site under the Mulvane Development Agreement are complete and the City of Mulvane issued $19.7 million in general obligation bonds related to these infrastructure improvements. At both* December 31, 2025* and2024, under the Mulvane Development Agreement, Kansas Star recorded$1.6 million, which is included in accrued liabilities on the consolidated balance sheets and at* December 31, 2025* and2024, $0.8 million, net of a $0.2 million discount, and $2.0 million, net of a $0.5 million discount, respectively, is recorded as a long-term obligation in other liabilities on the consolidated balance sheets. Interest costs are expensed as incurred and the discount will be amortized to interest expense over the term of the special tax assessment ending in2028. Kansas Star's special tax assessment related to these bonds is approximately $1.6 million annually. Payments under the special tax assessment are secured by irrevocable letters of credit of $5.0 million issued by the Company in favor of the City of Mulvane, representing an amount equal tothree times the annual special assessment tax imposed on Kansas Star.

Minimum Assessment Agreement

In2007, Diamond Jo Dubuque entered into a Minimum Assessment Agreement with the City of Dubuque (the "City"). Under the Minimum Assessment Agreement, Diamond Jo Dubuque and the City agreed to a minimum taxable value related to the new casino of $57.9 million. Diamond Jo Dubuque agreed to pay property taxes to the City based on the actual taxable value of the casino, butnot less than the minimum taxable value. Scheduled payments of principal and interest on the City Bonds will be funded through Diamond Jo Dubuque's payment obligations under the Minimum Assessment Agreement. Diamond Jo Dubuque is also obligated to pay any shortfall should property taxes be insufficient to fund the principal and interest payments on the City Bonds.

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Interest costs under the Minimum Assessment Agreement obligation are expensed as incurred. As of* December 31, 2025* and2024, the remaining obligation under the Minimum Assessment Agreement was $1.9 million at each date, which was recorded in accrued liabilities on the consolidated balance sheets and $9.9 million, net of a $1.3 million discount, and $10.6 million, net of a $1.5 million discount, respectively, which was recorded as a long-term obligation in other liabilities on the consolidated balance sheets. The discount will be amortized to interest expense over the life of the Minimum Assessment Agreement. Total minimum payments by Diamond Jo Dubuque under the Minimum Assessment Agreement are approximately $1.9 million per year through2036.

Public Parking Facility Agreement

Diamond Jo Dubuque has an agreement with the City for use of the public parking facility adjacent to Diamond Jo Dubuque's casino and owned and operated by the City (the "Parking Facility Agreement"). The Parking Facility Agreement calls for: (i) the payment by the Company for the reasonable and necessary actual operating costs incurred by the City for the operation, security, repair and maintenance of the public parking facility; and (ii) the payment by the Company to the City of $80 per parking space in the public parking facility per year, subject to annual increases based on any increase in the Consumer Price Index, which funds will be deposited into a special sinking fund and used by the City for capital expenditures necessary to maintain the public parking facility. Operating costs of the parking facility incurred by Diamond Jo Dubuque are expensed as incurred. Deposits to the sinking fund are recorded as other assets. When the sinking fund is used for capital improvements, such amounts are capitalized and amortized over their remaining useful life.

Iowa Qualified Sponsoring Organization Agreements

Diamond Jo Dubuque and Diamond Jo Worth are required to pay their respective qualified sponsoring organization, who hold a joint gaming license with Diamond Jo Dubuque and Diamond Jo Worth, a certain percentage of the casino’s adjusted gross receipts on an ongoing basis. Diamond Jo Dubuque pays 4.50% on slot and table game revenues and 0.75% on sports wagering revenue. Diamond Jo Worth pays 5.76% on slot and table game revenues and 0.75% on sports wagering revenue. Diamond Jo Dubuque expensed $3.5 million during each of the years ended* December 31, 2025*,2024 and2023, respectively, related to its agreement. Diamond Jo Worth expensed $6.5 million, $6.2 million and $6.1 million during the years ended* December 31, 2025*,2024 and2023, respectively, related to its agreement. The Diamond Jo Dubuque agreement expires on* December 31, 2030.The Diamond Jo Worth agreement expires on March 31, 2035,*and is subject to automaticten-year renewal periods.

Development Agreement

In* September 2011,*the Company acquired the membership interests of a limited liability company (the "LLC") for a purchase price of $24.5 million. The primary asset of the LLC was a previously executed development agreement (the "Development Agreement") with Wilton Rancheria. The purchase price was allocated primarily to an intangible asset associated with the Company's rights under the agreement to assist Wilton Rancheria in the development and management of a gaming facility on Wilton Rancheria's land.

In* July 2012,the Company and Wilton Rancheria amended and replaced the agreement with a new development agreement and a management agreement (the "Agreements"). The Agreements obligated us to fund certain pre-development costs, which were estimated to be approximately $1 million to $2 million annually, and to assist Wilton Rancheria in its development and oversight of the gaming facility construction. The Agreements also provide that the Company will receive future revenue for its services to Wilton Rancheria contingent upon successful development of the gaming facility and based on future revenues of the gaming facility. On August 15, 2022,*the Sky River Casino opened and we began earning a management fee.

The pre-development costs financed by us, and the cost of the land and parking lot financed by us, were to be repaid under the terms of a note receivable with Wilton Rancheria bearing interest at 12.5% and payment timing and the payment amount were subject to an excess cash flow waterfall payment prioritization and maintenance of a certain leverage ratio, among other restrictions under Wilton Rancheria'sthird-party credit agreement that provided funding for the rest of the construction project. Given the significant barriers of the project, a majority of advances made during the10-year period were historically reserved in full when advanced. The Wilton Rancheria amended theirthird-party credit agreement in* March 2023and such amendment effectively allowed Sky River Casino to begin making previously disallowed distributions, under the excess cash flow waterfall. Given the amendment in thefirst* quarter of2023**, the Company updated its evaluation of its expected losses on the note receivable. As the amendment allowed for quarterly payments to begin and given the sustained operating strength of the recently opened property, the Company concluded it expected to receive all payments due under the note receivable. As such, the Company removed the remaining allowance on the note receivable in thefirst quarter of2023**, which represented a reserve on both the development advances and interest on the note. The allowance reduction is thus allocated accordingly and $20.1 million is recorded in project development, preopening and writedowns and $14.3 million is recorded in interest income, both reflected in the consolidated statement of operations for the year ended* December 31, 2023.The Company received $0.2 million in principal payments and $0.2 million in interest due under the note receivable during the year ended December 31, 2024,and $113.6 million in principal payments and $12.0 million in interest due under the note receivable during the year ended December 31, 2023.As of December 31, 2025and2024,* the principal and interest outstanding on the note receivable was fully repaid.

Separately, the management agreement provides for us to manage the gaming facility upon opening for a period ofseven years and receive a monthly management fee for our services based on the monthly performance of the gaming facility. The management fee of $98.9 million, $88.4 million and $76.9 million for our management services for the years ended* December 31, 2025*,2024 and2023, respectively, is paid monthly and recorded in management fee revenue on the consolidated statements of operations.

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On* September 27, 2024,the Company entered into an amendment to the management agreement with Wilton Rancheria that became effective October 2, 2024,and provides for the Company to serve as manager of the Wilton Rancheria expansion to the Sky River Casino inclusive of 400 additional slots, a parking garage, a 300-room hotel and spa, two additional food and beverage outlets and an entertainment and events center. The Company isnot* obligated to fund the construction and the management fee remains unchanged.

Master Lease Agreements

A Boyd subsidiary, Boyd TCIV, entered into the Master Lease ("Boyd TCIV Master Lease") pursuant to which the landlord agreed to lease to Boyd TCIV the facilities associated with Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Ogle Haus, LLC, commencing on* October 15, 2018and ending on April 30, 2026as the initial term, with options for renewal. The term of this Boyd TCIV Master Lease maybe extended forfive* separate renewal terms offive years each. The monthly lease payment consists of the following, (i) the building base rent, as defined in the Boyd TCIV Master Lease agreement, plus (ii) the land base rent, as defined in the Boyd TCIV Master Lease agreement, plus (iii) the percentage rent, as defined in the Boyd TCIV Master Lease agreement. Each and every other lease year commencing with thethird lease year, the percentage rent will reset based on a calculation defined in the Boyd TCIV Master Lease agreement.

On* May 6, 2020,*PNK (Ohio), LLC, a Boyd subsidiary, that owns the business operations of Belterra Park, entered into a master lease to which the landlord agreed to lease to PNK (Ohio), LLC, the facilities associated with Belterra Park ("PNK (Ohio) Master Lease" and together with the Boyd TCIV Master Lease, the "Master Leases"). The PNK (Ohio) Master Lease has substantially the same terms as the Boyd TCIV Master Lease, as discussed above.

During thefirst quarter2025, the Company exercised its right to extend the Master Leases for thefirst renewal term. Thisfirst renewal extends the Master Leases through* April 30, 2031.The monthly lease payment during the initial term that consists of: (i) the building base rent, plus (ii) the land base rent, plus (iii) the percentage rent, each as defined in the Master Leases, continues during thefirst* renewal term. The exercise of thefirst renewal term was previously assumed as the reasonably certain lease period at the Master Leases commencement date.

Rent expense associated with these Master Leases is recorded in master lease rent expense on the consolidated statements of operations.

Norfolk Agreements

On* October 21, 2024,*the Company, the Pamunkey Indian Tribe ("Tribe"), the Pamunkey Indian Tribal Gaming Authority ("PITGA"), and its wholly owned subsidiary, Golden Eagle Consulting II, LLC ("GEC") entered into agreements, pursuant to which, among other things, the Company would, subject to the purchase of land to develop and build a commercial casino and hotel development in Norfolk, Virginia ("Norfolk Casino"), (i) receive from PITGA an exclusive option to purchase a percentage of membership interests of GEC, (ii) make advance payments to PITGA and GEC, and (iii) become developer and manager of the Norfolk Casino.

On* February 14, 2025,the Norfolk Casino land was purchased, and pursuant to the October 21, 2024,agreements between the Company and the Tribe, PITGA, and GEC, the Company entered into agreements with the Tribe, PITGA and GEC to develop and manage the Norfolk Casino. GEC was previously formed to develop and operate the Norfolk Casino and hadno* assets or operations, other than the exclusive right to a gaming license for a casino development in Norfolk, Virginia. The development agreement with PITGA and GEC provides for the Company to fund and manage the development of the Norfolk Casino ("Norfolk Development Agreement"). The management agreement with PITGA and GEC provides for the Company to manage the operations of the developed Norfolk Casino ("Norfolk Management Agreement"), including both the transitional casino and the full casino resort. GEC received a gaming license from the Virginia Lottery on* October 29, 2025.The transitional casino opened to the public on November 7, 2025and the full casino resort is expected to open in late2027,* pending receipt of final regulatory approval.

Through the Norfolk Management Agreement, the Company is responsible for funding any operational losses and is entitled to significant economic benefits from the developed casino’s operations. The Company has determined that GEC is a VIE and that the Company has variable interests in GEC through its exclusive option to purchase a percentage of membership interests of GEC, the Norfolk Development Agreement and the Norfolk Management Agreement. As the Company has the power to direct the activities that most significantly affect the economic performance of GEC, including development and management of the Norfolk Casino, and the right to receive benefits or the obligation to absorb losses that could be potentially significant to GEC, the Company has determined that it is the primary beneficiary of GEC and that GEC must be consolidated with the Company’s financial results. The Company doesnot have the power to direct the Tribe or PITGA’s activities, nor is it responsible for economic losses or have rights to economic benefits of the Tribe or PITGA.

The Company anticipates incurring aggregate expenditures in connection with the Norfolk Casino project of approximately $750.0 million.

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Contingencies

Legal Matters

We are parties to various legal proceedings arising in the ordinary course of business. We believe that* all pending claims, if adversely decided, wouldnot* have a material adverse effect on our business, financial position or results of operations.

NOTE10. LEASES

We have operating and finance leases primarily forfour casino hotel properties, parking ramps, gaming and other equipment. Our leases have remaining lease terms ofone year to 51 years, some of which include options to extend the leases for up to 60 years, and some of which include options to terminate the leases withinone year. Certain of our lease agreements, including the Master Leases, include provisions for variable lease payments, which represent lease payments that vary due to changes in facts or circumstances occurring after the commencement date other than the passage of time. Such variable lease payments are expensed in the period in which the obligation for these payments is incurred. Variable lease expense recognized in the years ended* December 31, 2025*,2024 and2023 was $34.5 million, $32.7 million and $34.9 million, respectively.

As part of ourfourth quarter2025 impairment test, the Company recorded impairment charges of $6.0 million for operating lease right-of-use assets related to our Midwest & South segment.

The components of lease expense were as follows:

Supplemental cash flow information related to leases was as follows:

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Supplemental balance sheet information related to leases was as follows:

Maturities of lease liabilities are as follows:

Future minimum rental income, which is primarily related to retail and restaurant facilities located within our properties, is as follows:

NOTE11. STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS

Share Repurchase Program

We have in the past, and* mayin the future, acquire our equity securities through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we maydetermine from time to time. On October 21, 2021,our Board of Directors authorized a share repurchase program of $300.0 million (the "Share Repurchase Program"). In addition, our Board of Directors authorized increases to the Share Repurchase Program of $500.0 million on each of June 1, 2022,** May 4, 2023,** May 9, 2024,** December 5, 2024and July 17, 2025.There were 10.1 million shares,11.1 million shares and 6.5 million shares repurchased during the years ended December 31, 2025**,2024 and2023, respectively. As of December 31, 2025*, $362.1 million remained available under the Share Repurchase Program.

We arenot obligated to repurchase any shares under this program. Repurchases of common stock* mayalso be made under Rule10b5*-1 plans, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing, volume and nature of share repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws and other factors, and* may*be suspended or discontinued at any time.

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The following table provides information regarding share repurchases during the referenced periods.(1)

(1) Shares repurchased reflect repurchases settled during thetwelve months ended* December 31, 2025**,2024 and2023. These amounts exclude repurchases, if any, traded butnot yet settled on or before December 31*of each year.

(2) All shares repurchased have been retired and constitute authorized but unissued shares.

(3) Costs exclude1% excise tax on corporate stock buybacks that was enacted under the Inflation Reduction Act of2022 and became effective* January 1, 2023.*

(4) Amounts in the table* may**not* recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers and excludes the1% excise tax.

Subject to applicable corporate securities laws, repurchases under our share repurchase program* maybe made at such times and in such amounts as we deem appropriate. Repurchases can be discontinued at any time that we feel additional purchases arenot* warranted. We intend to fund the repurchases under the Share Repurchase Program with existing cash resources, cash flow from operations and availability under our Credit Facility. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations under the indentures to our outstanding senior notes and in our Credit Agreement.

Dividends

Dividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding the payment of dividends, such as restricted payment limitations contained in our Credit Agreement and the indentures for our outstanding senior notes. The dividends declared by the Board of Directors under this program as of* December 31, 2025* are:

Stock Incentive Plan

In* April 2020,the Company's stockholders approved the2020* Stock Incentive Plan (the*"2020* Plan"), which amended and restated the Company's2012 Stock Incentive Plan (the*"2012* Plan") to (a) provide for a term endingten years from the date of stockholder approval at the Annual Meeting, (b) state the number of shares of the Company's common stock authorized for issuance over the term of the2020 Plan to be 3.3 million shares plus the aggregate number of shares remaining available for future awards under the2012 Plan and the number of shares subject to outstanding awards under the2012 Plan that would have again become available for issuance pursuant to new awards under the2012 Plan, whether because the outstanding awards under the2012 Plan are forfeited or canceled, expire or are settled in cash, or because the shares covered by such awards under the2012 Plan are surrendered or withheld in payment of the award exercise or purchase price in satisfaction of tax withholding obligations, (c) remove the individual award limit and set an annual grant limit for non-employee directors, and (d) make certain other changes. Under our2020 Plan, approximately 6.0 million shares remain available for grant at* December 31, 2025*. The number of authorized but unissued shares of common stock under this2020 Plan as of* December 31, 2025* was approximately 8.3 million shares.

Grants made under the2020 Plan include provisions that entitle the grantee to automatic vesting acceleration in the event of a grantee’s separation from service (including as a result of retirement, death or disability), other than for cause (as defined), after reaching the defined age and years of service thresholds. These provisions result in the accelerated recognition of the stock compensation expense for those grants issued to employees who have met the stipulated thresholds.

Stock Options

Options granted under the2020 Plan generally become exercisable ratably over athree-year period from the date of grant. Options that have been granted under the2012 Plan and will be granted under the2020 Plan have an exercise price equal to the market price of our common stock on the date of grant and will expireno later thanten years after the date of grant. The Company didnot issue any stock option grants in2025,2024 and2023.

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Summarized stock option plan activity is as follows:

Share-based compensation costs related to stock option awards are calculated based on the fair value of each option grant on the date of the grant using the Black-Scholes option pricing model.

The following table summarizes the information about stock options outstanding and exercisable at* December 31, 2025*:

The total intrinsic value of in-the-money options exercised during the years ended* December 31, 2025**,2024 and2023 was $0.5 million, $2.1 million, and $1.7 million, respectively. No options vested during the years ended December 31, 2025**,2024 and2023 and there wereno unrecognized share-based compensation costs related to unvested stock options as of December 31, 2025*.

Restricted Stock Units

Our2020 Plan provides for the grant of Restricted Stock Units ("RSUs"). A RSU is an award that* maybe earned in whole, or in part, upon the passage of time, and that maybe settled for cash, shares, other securities or a combination thereof. The RSUs donot* contain voting rights and arenot entitled to dividends. The RSUs are subject to the terms and conditions contained in the applicable award agreement and the2020 Plan. Share-based compensation costs related to RSU awards are calculated based on the market price on the date of the grant.

We grant RSUs to certain members of management of the Company, which represents a contingent right to receiveone share of our common stock upon vesting. Prior to thefirst quarter2025 grant, a RSU generally vested on thethird anniversary of its issuance date. Beginning with thefirst quarter2025 grant, a RSU generally vests in annual installments ofone-third of the original number of units granted with the full award fully vested on thethird anniversary of its issuance date. Share-based compensation expense is amortized to expense over the requisite service period.

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We also annually award RSUs to certain members of our Board of Directors. RSU grants issued in2020 and prior years are to be paid in shares of common stock upon the director’s cessation of service to the Company. Commencing with the2021 grant, the shares are issued to the director when the RSU is granted. These RSUs are issued for past service; therefore, they are expensed on the date of issuance.

Summarized RSU activity is as follows:

As of* December 31, 2025*, there was approximately $9.2 million of total unrecognized share-based compensation costs related to unvested RSUs, which is expected to be recognized over approximately 1.1 years.

Performance Stock Units

Our2020 Plan provides for the grant of Performance Stock Units ("PSUs"). A PSU is an award which* maybe earned in whole, or in part, upon the passage of time, and the attainment of performance criteria, and which maybe settled for cash, shares, other securities or a combination thereof. The PSUs donot* contain voting rights and arenot entitled to dividends. The PSUs are subject to the terms and conditions contained in the applicable award agreement and our2020 Plan. We annually award PSUs to certain members of management.

Each PSU represents a contingent right to receive a share of Boyd Gaming Corporation common stock; however, the actual number of common shares awarded is dependent upon the occurrence of: (i) a requisite service period; and (ii) an evaluation of specific performance conditions. The performance conditions are based on Company metrics such as net revenue growth, Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent under master leases ("Adjusted EBITDAR") growth, Adjusted EBITDAR margin growth, return on invested capital and customer metrics, all of which are determined over a period of time as defined in the grant agreement. Based upon actual and combined achievement, the number of shares awarded could range from zero, ifno conditions are met, a 50% payout if only threshold performance is achieved, a payout of 100% for target performance, or a payout of up to 200% of the original award for achievement of maximum performance. Each condition is weighted and evaluated separately in determining the payout and, based upon management's estimates at the service inception date, the Company is expected to meet the target for each performance condition. Therefore, the related compensation cost of these PSUs assumes all units granted will be awarded. Share-based compensation costs related to PSU awards are calculated based on the market price on the date of the grant.

These PSUs will vest three years from the service inception date, during which time achievement of the related performance conditions is periodically evaluated, and the number of shares expected to be awarded, and resulting compensation expense, is adjusted accordingly.

Performance Shares Vesting

The PSU grants awarded infirst quarter2022, third quarter2021 andfourth quarter2019 vested duringfirst quarter2025,2024 and2023, respectively. Common shares under the2022 grant were issued based on the determination by the Compensation Committee of the Board of Directors ("Compensation Committee") of our actual achievement of Adjusted EBITDAR, Adjusted EBITDAR margin and return on invested capital for thethree-year performance period from* January 1, 2022to December 31, 2024.Common shares under the2021* grant were issued based on the determination by the Compensation Committee of our actual achievement of Adjusted EBITDAR and return on invested capital for thetwo-year performance period from* July 2021to June 2023.Common shares under the2019* grant were issued based on the determination by the Compensation Committee of our actual achievement of net revenue growth and Adjusted EBITDAR growth for thethree-year performance period from* January 1, 2020to December 31, 2022.*As provided under the provisions of our stock incentive plan, certain of the participants elected to surrender a portion of the shares to be received to pay the withholding and other payroll taxes payable on the compensation resulting from the vesting of the PSUs.

The PSU grant awarded in* February 2022resulted in a total of 147,970 shares being issued duringfirst* quarter2025, representing approximately 1.22 shares per PSU. Of the 147,970 shares issued, a total of 55,433 were surrendered by the participants for payroll taxes, resulting in a net issuance of 92,537 shares due to the vesting of the2022 grant. The actual achievement level under the award metrics equaled the estimated performance as of year-end2024; therefore, the vesting of the PSUs didnot impact compensation costs in our2025 consolidated statement of operations.

The PSU grant awarded in* July 2021resulted in a total of 241,277 shares being issued duringfirst* quarter2024, representing approximately 1.94 shares per PSU. Of the 241,277 shares issued, a total of 94,862 were surrendered by the participants for payroll taxes, resulting in a net issuance of 146,415 shares due to the vesting of the2021 grant. The actual achievement level under the award metrics approximated the estimated performance as of year-end2023; therefore, the vesting of the PSUs had minimal impact to compensation costs of $0.8 million in our2024 consolidated statement of operations.

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The PSU grant awarded in* December 2019resulted in a total of 519,782 shares being issued duringfirst* quarter2023, representing approximately 2.00 shares per PSU. Of the 519,782 shares issued, a total of 200,904 were surrendered by the participants for payroll taxes, resulting in a net issuance of 318,878 shares due to the vesting of the2019 grant. The actual achievement level under the award metrics equaled the estimated performance as of year-end2022; therefore, the vesting of the PSUs didnot impact compensation costs in our2023 consolidated statement of operations.

Summarized PSU activity is as follows:

As of* December 31, 2025*, there was approximately $1.9 million of total unrecognized share-based compensation costs related to unvested PSUs, which is expected to be recognized over approximately 1.7 years. Based on the current estimates of performance compared to the targets set for the respective PSU grants, the Company estimates that approximately 0.5 million shares will be issued to settle the PSUs outstanding at* December 31, 2025*.

Career Shares

Our Career Shares Program is a stock incentive award program for certain executive officers to provide for additional capital accumulation opportunities for retirement. The program incentivizes and rewards executives for their period of service. Our Career Shares Program was adopted in* December 2006,and modified in October 2010,as part of the overall update of our compensation programs. The Career Shares Program rewards eligible executives with annual grants of Boyd Gaming Corporation stock units, to be paid out at retirement. The payout at retirement is dependent upon the executive's age at such retirement and the number of years of service with the Company. Executives must be at least 55 years old and have at least 10 years of service to receive any payout at retirement. Career Shares donot* contain voting rights and arenot entitled to dividends. Career Shares are subject to the terms and conditions contained in the applicable award agreement and our2020 Plan. The Career Share awards are tranched by specific term, in the following periods:10 years,15 years and 20 years of service. These grants vest over the remaining period of service required to fulfill the requisite years in each of these tranches, and compensation expense is recorded in accordance with the specific vesting provisions. Share-based compensation costs related to Career Shares awards are calculated based on the market price on the date of the grant.

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Summarized Career Shares activity is as follows:

As of* December 31, 2025*, there was approximately $1.3 million of total unrecognized share-based compensation costs related to unvested Career Shares, which is expected to be recognized over 3.1 years.

Share-Based Compensation

We account for share-based awards exchanged for employee services in accordance with the authoritative accounting guidance for share-based payments. Under the guidance, share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period.

The following table summarizes our share-based compensation costs by award type:

The following table provides classification detail of the total costs related to our share-based employee compensation plans reported in our consolidated statements of operations:

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NOTE12. FAIR VALUE MEASUREMENTS

We have adopted the authoritative accounting guidance for fair value measurements, which doesnot determine or affect the circumstances under which fair value measurements are used, but defines fair value, expands disclosure requirements around fair value and specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions.

These inputs create the following fair value hierarchy:

Level1**: Quoted prices for identical instruments in active markets.

Level2**: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that arenot active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level3**: Valuations derived from valuation techniques in whichone or more significant inputs or significant value drivers are unobservable.

As required by the guidance for fair value measurements, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level3 * maybe measured at fair value using inputs that are observable (Levels1* and2) and unobservable (Level3). Management's assessment of the significance of a particular input to the fair value measurement requires judgment and* may*affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels.

Balances Measured at Fair Value

The following tables show the fair values of certain of our financial instruments:

Cash and Cash Equivalents and Restricted Cash

The fair values of our cash and cash equivalents and restricted cash, classified in the fair value hierarchy as Level1, are based on statements received from our banks at* December 31, 2025* and2024.

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Investment Available for Sale

We have an investment in a single municipal bond issuance of $15.6 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series2007 that is classified as available for sale with a maturity date of* June 1, 2037.We are the only holder of this instrument and there isno* quoted market price for this instrument. As such, the fair value of this investment is classified as Level3 in the fair value hierarchy. The estimate of the fair value of such investment was determined using a combination of current market rates and estimates of market conditions for instruments with similar terms, maturities, and degrees of risk and a discounted cash flows analysis as of* December 31, 2025* and2024. The fair value of the investment is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation as of* December 31, 2025* and2024 is a discount rate of 12.6% and 13.0%, respectively. Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument arenot charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the consolidated balance sheets and in the consolidated statements of comprehensive income. At both* December 31, 2025* and2024, $0.8 million of the carrying value of the investment available for sale is included as a current asset in prepaid expenses and other current assets, and at* December 31, 2025* and2024, $11.5 million and $11.8 million, respectively, is included in other assets, net on the consolidated balance sheets. The discount associated with this investment of $1.6 million and $1.8 million as of* December 31, 2025* and2024, respectively, is netted with the investment balance and is being accreted over the life of the investment using the effective interest method. The accretion of such discount is included in interest income on the consolidated statements of operations.

The following table summarizes the changes in fair value of the Company’s Level3 investment available for sale asset:

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We are exposed to valuation risk on our Level3 financial instruments. We estimate our risk exposure using a sensitivity analysis of potential changes in the significant unobservable inputs of our fair value measurements. Our Level3 financial instruments are most susceptible to valuation risk caused by changes in the discount rate. If the discount rate in our fair value measurements increased or decreased by100 basis points, the change wouldnot cause the value of our fair value measurements to change significantly.

The fair value of indefinite-lived intangible assets, long-lived assets and operating lease right-of-use-assets, classified in the fair value hierarchy as Level3, is utilized in performing the Company's impairment analyses (see Note3, Property and Equipment, Net,Note4, Intangible Assetsand Note10,** Leases). In addition, the fair value of the FanDuel Equity Interest, classified in the fair value hierarchy as Level3, was utilized in allocating the proceeds from the sale of the FanDuel Equity Interest (see Note1, Summary of Significant Accounting Policies - Collaborative Arrangements - FanDuel).

Balances Disclosed at Fair Value

The following tables provide the fair value measurement information about our note receivable and obligation under minimum assessment arrangements.

The following tables provide the fair value measurement information about our long-term debt:

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The estimated fair values of our note receivable and obligation under assessment arrangements are based on a discounted cash flow approach after giving consideration to the changes in market rates of interest, creditworthiness of both parties and credit spreads. The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about* December 31, 2025* and2024. The estimated fair values of our senior notes are based on quoted market prices as of* December 31, 2025* and2024. The other debt isnot traded and doesnot have observable market inputs; therefore, we have estimated fair value to be equal to the carrying value for these obligations.

There wereno transfers between Level1, Level2 and Level3 measurements during the years ended* December 31, 2025* and2024.

NOTE13. EMPLOYEE BENEFIT PLANS

We contribute to multiemployer pension defined benefit plans under terms of collective-bargaining agreements that cover our union-represented employees. Contributions, based on wages paid to covered employees, totaled approximately $1.5 million, $1.4 million and $1.4 million for the years ended* December 31, 2025*,2024 and2023, respectively. These aggregate contributions werenot individually significant to any of the respective plans. Our share of the unfunded vested liability related to multi-employer plans, if any, isnot determinable and our participation isnot individually significant on an individual multiemployer plan basis.

We have retirement savings plans under Section401(k) of the Internal Revenue Code covering our non-union employees. The plans allow employees to defer up to the lesser of the Internal Revenue Code prescribed maximum amount or100% of their income on a pre-tax basis through contributions to the plans. The expense of our voluntary contributions to the401(k) profit-sharing plans and trusts, net of realized forfeitures, was $5.5 million, $5.3 million and $5.3 million for the years ended* December 31, 2025*,2024 and2023, respectively.

NOTE14. SEGMENT INFORMATION

We have four reportable segments consisting of: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online (collectively "Reportable Segments"). The Online segment includes the operating results of Boyd Interactive and online market access fees from our agreements withthird parties throughout the United States. To reconcile Reportable Segments information to the consolidated information, the Company has aggregated nonreportable operating segments into a Managed & Other category. The Managed & Other category includes management fees earned under our management contract with Wilton Rancheria for the management of Sky River Casino in northern California and the operating results of Lattner. The table in Note1, Summary of Significant Accounting Policies, lists the classification of each of our gaming entertainment properties that were aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure.

We evaluate profitability based on Adjusted EBITDAR, which represents earnings before interest expense, interest income, income taxes, depreciation and amortization, deferred rent, share-based compensation expense, project development, preopening and writedowns expenses, impairments of assets, other operating items, net, gain or loss on early extinguishments and modifications of debt, net income (loss) attributable to non-controlling interest, other items, net and master lease rent expense, as applicable. Total Reportable Segment Adjusted EBITDAR is the aggregate sum of the Adjusted EBITDAR for each of the gaming entertainment properties included in our Las Vegas Locals, Downtown Las Vegas and Midwest & South segments and Adjusted EBITDAR related to the online operations in our Online segment. Results for Downtown Las Vegas include the results of our Hawaii-based travel agency as our Downtown Las Vegas properties focus their marketing efforts on gaming customers from Hawaii.

EBITDAR is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance with GAAP, facilitates comparisons between us and our competitors and provides our investors a more complete understanding of our operating results before the impact of investing transactions, financing transactions and income taxes. Management has historically adjusted EBITDAR when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a full understanding of our core operating results and as a means to evaluate period-to-period results.

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The following tables set forth, for the periods indicated, departmental revenues for our Reportable Segments and our Managed & Other category to reconcile to total revenues:

(1) Revenues for the years ended* December 31, 2024and2023* have been recast to reflect the change made during2025 to separate online reimbursements revenue from online revenue.

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The following table reconciles, for the periods indicated, our Reportable Segments and our Managed & Other category Adjusted EBITDAR to net income attributable to Boyd Gaming, as reported in our accompanying consolidated statements of operations:

For purposes of this presentation, corporate expense excludes its portion of share-based compensation expense. Corporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other expensesnot directly related to our casino, hotel and online operations.

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Total Reportable Segment Expenses

The Company's chief operating decision maker ("CODM") is our President and Chief Executive Officer. To monitor performance, the CODM regularly receives and reviews revenue and Adjusted EBITDAR information monthly for each operating segment aggregated by reportable segment, as well as consolidated expense information. Additionally, the CODM receives estimated and forecasted expense information by operating segment, as well as Adjusted EBITDAR margins and customer play on a segment basis. The CODM uses Adjusted EBITDAR margins to monitor the operating efficiencies of segments and customer play trends to monitor the overall health of the player in each segment. The CODM evaluates operating performance and allocates resources based on revenue and Adjusted EBITDAR. In particular, the CODM utilizes Adjusted EBITDAR to evaluate total company performance and individual operating segment performance. In addition, the CODM utilizes Adjusted EBITDAR in the evaluation of incentive compensation and in the annual budget process. Finally, the CODM uses Adjusted EBITDAR in the evaluation of potential acquisitions.

As expense information provided is either at the consolidated Company level or is estimated or forecasted, and the CODM isnot able to easily compute any segment expenses, the Company has aggregated all expenses into a single other segment expense category to reconcile segment revenues to Adjusted EBITDAR, the segment performance measure. The following table reconciles, for the periods indicated, the revenues of our Reportable Segments and our Managed & Other category to Adjusted EBITDAR.

(1) Other segment expenses include gaming taxes, payroll and payroll related costs, advertising, property insurance, property taxes, professional fees, utilities, and various other expenses related to our casino, hotel and online operations.

Total Reportable Segment Assets

The Company's assets by Reportable Segment and Managed & Other category consisted of the following amounts:

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Capital Expenditures

The Company's capital expenditures by Reportable Segment and Managed & Other category consisted of the following:

The Company utilizes the Corporate entities to centralize the development of major renovation and other capital development projects that are included as construction in progress. After the project is complete, the corporate entities transfer the projects to the segment subsidiaries.

NOTE15. RELATED PARTY TRANSACTIONS

Boyd Percentage Ownership

Marianne Boyd Johnson, our Chairman, together with her immediate family, beneficially owned approxima tely 30%of our outstanding shares of common stock as of* December 31, 2025*. As such, the Boyd family has the ability to significantly influence our affairs, including the election of members of our Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation or sale of assets. For each of the years ended* December 31, 2025*,2024 and2023, there wereno related party transactions between the Company and the Boyd family other than compensation, including salary and equity incentives, and Board of Director fees.

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NOTE16. SUBSEQUENT EVENTS

We have evaluated all events or transactions that occurred after* December 31, 2025*. During this period, up to the filing date, other than the following: (i) a $0.20 per share cash dividend declared by the Board of Directors on* February 19, 2026and payable April 15, 2026 to shareholders of record on March 16, 2026;and (ii) entering into a new amended and restated credit agreement as discussed further below, we didnot* identify any additional subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations.

On* January 21, 2026 (*the “New Closing Date”), the Company entered into an Amended and Restated Credit Agreement (the “New Credit Agreement”) among the Company, certain direct and indirect subsidiaries of the Company as guarantors (the “New Guarantors”), Bank of America, N.A., as administrative agent, collateral agent and letter of credit issuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions party thereto as lenders. The New Credit Agreement amends and restates the Credit Agreement.

The New Credit Agreement provides for (i) a $1,450.0 million senior secured revolving credit facility (the “New Revolving Credit Facility”) and (ii) a $1,200.0 million senior secured term A loan delayed draw facility (the “New Term A Loan Facility”, and the loans thereunder, the “New Term A Loans”). The New Revolving Credit Facility and the New Term A Loan Facility mature on thefifth anniversary of the New Closing Date (or earlier upon the occurrence or non-occurrence of certain events). New Term A Loans are available to be drawn until* July 1, 2027in up to a maximum offour* (4) borrowings, provided that, on* February 1, 2026,the remaining borrowings available under the New Term A Loan Facility will be reduced by an amount equal to the greater of New Term A Loans previously made and $400.0 million. Proceeds from the New Credit Agreement were used to refinance all outstanding obligations under the Credit Agreement and to fund transaction costs in connection with the New Credit Agreement and may*be used for working capital and other general corporate purposes.

The New Credit Agreement includes an accordion feature which permits the incurrence ofone or more new tranches of revolving credit commitments or term loans and increases to the New Revolving Credit Facility and New Term A Loan Facility in an aggregate amount up to the sum of (i) the greater of (x) $1,250.0 million and (y)100% of Consolidated EBITDA (as defined in the New Credit Agreement), (ii) the amount of certain voluntary prepayments of senior secured indebtedness of the Company, and (iii) the maximum amount of incremental commitments which, after giving effect thereto, wouldnot cause the Consolidated First Lien Net Leverage Ratio (as defined in the New Credit Agreement) to exceed 3.00 to1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions.

Pursuant to the terms of the New Credit Agreement (i) the loans under the New Term A Loan Facility will amortize in an annual amount equal to 5.00% of the original principal amount thereof, commencing with thefirst full fiscal quarter ending after the earlier of (x) the date the New Term A Loans have been fully funded and (y)* July 1, 2027,payable on a quarterly basis, and (ii) beginning with the fiscal year ending December 31, 2026,*the Company will be required to use a portion of its annual excess cash flow to prepay loans outstanding under the New Credit Agreement if the Consolidated Total Net Leverage Ratio (as defined in the New Credit Agreement) exceeds certain thresholds set forth in the New Credit Agreement.

The interest rate on the outstanding balance from time to time of the New Revolving Credit Facility and the New Term A Loan Facility is based upon, at the Company’s option, either: (i) a rate based on the SOFR administered by the Federal Reserve Bank of New York, or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with a specified pricing grid based on the Consolidated Total Net Leverage Ratio (as defined in the New Credit Agreement) and ranges from 1.25% to 2.25% (if using SOFR) and from 0.25% to 1.25% (if using the base rate). A fee of a percentage per annum (which ranges from 0.20% to 0.35% determined in accordance with a specified pricing grid based on the Consolidated Total Net Leverage Ratio) will be payable on the unused portions of the New Revolving Credit Facility and the New Term A Loan Facility. The rates based on SOFR will be determined based upon, at the Company’s option, (i) a forward-looking SOFR term rate administered by CME Group Benchmark Administration Limited or any successor administrator, and based on interest periods of one,three orsix months or such other interest period that istwelve months or less subject to the consent of all applicable lenders and the administrative agent, or (ii) a daily SOFR rate published by the Federal Reserve Bank of New York. The “base rate” under the New Credit Agreement is the highest of (x) Bank of America’s publicly announced prime rate, (y) the federal funds rate published by the Federal Reserve Bank of New York plus 0.50%, or (z) the SOFR rate for aone-month interest period plus 1.00%.

Amounts outstanding under the New Credit Agreement* maybe prepaid without premium or penalty, and the unutilized portion of the commitments may*be terminated without penalty, subject to certain conditions.

The New Credit Agreement contains certain financial and other covenants, including, without limitation, various covenants (i) requiring the maintenance of a minimum consolidated interest coverage ratio on a quarterly basis, (ii) requiring the maintenance of a maximum Consolidated Total Net Leverage Ratio on a quarterly basis, (iii) imposing limitations on the incurrence of indebtedness and liens, (iv) imposing limitations on transfers, sales and other dispositions and (v) imposing restrictions on investments, dividends and certain other payments. Subject to certain exceptions, the Company* may*be required to repay the amounts outstanding under the New Credit Agreement in connection with certain asset sales and issuances of certain additional non-permitted or refinancing indebtedness.

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