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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________________________

FORM 10-Q

____________________________________________________

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-12882

___________________________________________________

BOYD GAMING CORPORATION

(Exact name of registrant as specified in its charter)

____________________________________________________

Nevada

88-0242733

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

6465 South Rainbow Boulevard, Las Vegas, NV 89118

(Address of principal executive offices) (Zip Code)

(702) 792-7200

(Registrant's telephone number, including area code)

____________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

	Title of each class		Trading Symbol(s)		Name of each exchange on which registered
	Common stock, $0.01 par value		BYD		New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

The number of shares outstanding of the registrant’s common stock as of July 28, 2025 was 80,184,203.

Table of Contents

BOYD GAMING CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2025

TABLE OF CONTENTS

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	3

	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024	4

	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024	5

	Condensed Consolidated Statements of Changes in Stockholders' Equity for each of the quarters within the six months ended June 30, 2025 and 2024	6

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36

Item 4.	Controls and Procedures	37

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 5.	Other Information	38

Item 6.	Exhibits	39

Signature Page		40

Table of Contents

PART I. Financial Information

Item 1. Financial Statements (Unaudited)

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

	*June 30,*			*December 31,*
*(In thousands, except share data)*	*2025*			*2024*
ASSETS
Current assets
Cash and cash equivalents	$	320,111		$	316,688
Restricted cash		5,902			4,676
Accounts receivable, net		115,399			132,270
Inventories		21,645			21,235
Prepaid expenses and other current assets		54,866			56,633
Income taxes receivable		22,080			30,005
Total current assets		540,003			561,507
Property and equipment, net		2,818,209			2,679,276
Operating lease right-of-use assets		674,252			735,618
Other assets, net ($83,754 and $0 assets related to VIE)		185,218			66,518
Intangible assets, net		1,384,725			1,391,007
Goodwill, net		957,984			957,889
Total assets	$	6,560,391		$	6,391,815
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	126,506		$	131,264
Current maturities of long-term debt		44,000			44,006
Accrued liabilities		458,278			447,415
Total current liabilities		628,784			622,685
Long-term debt, net of current maturities and debt issuance costs		3,524,158			3,132,584
Operating lease liabilities, net of current portion		584,519			651,751
Deferred income taxes		361,777			346,916
Other liabilities		65,522			56,366
Commitments and contingencies (Note 6)
Stockholders' equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized		—			—
Common stock, $0.01 par value, 200,000,000 shares authorized; 80,549,069 and 86,184,155 shares outstanding		805			862
Additional paid-in capital		—			—
Retained earnings		1,394,651			1,583,053
Accumulated other comprehensive loss		(1,938	)		(2,402	)
Boyd Gaming Corporation stockholders' equity		1,393,518			1,581,513
Noncontrolling interest		2,113			—
Total stockholders' equity		1,395,631			1,581,513
Total liabilities and stockholders' equity	$	6,560,391		$	6,391,815

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	*Three Months Ended*						*Six Months Ended*
	*June 30,*						*June 30,*
*(In thousands, except per share data)*	*2025*			*2024*			*2025*			*2024*
Revenues
Gaming	$	671,455		$	650,827		$	1,310,148		$	1,284,958
Food & beverage		78,167			76,994			152,325			149,633
Room		51,453			52,595			98,841			101,542
Online		173,051			129,930			342,624			276,100
Management fee		23,775			21,252			48,921			43,497
Other		36,097			35,914			72,704			72,303
Total revenues		1,033,998			967,512			2,025,563			1,928,033
Operating costs and expenses
Gaming		259,554			252,067			505,677			497,753
Food & beverage		65,633			63,182			128,970			125,139
Room		19,492			19,342			38,489			38,054
Online		150,095			112,675			296,125			238,150
Other		12,149			13,248			24,940			26,161
Selling, general and administrative		110,065			105,134			217,911			213,318
Master lease rent expense		28,442			27,852			56,602			55,087
Maintenance and utilities		37,322			36,946			74,047			71,690
Depreciation and amortization		69,985			65,677			138,208			128,590
Corporate expense		35,365			31,255			65,316			60,640
Project development, preopening and writedowns		2,764			7,586			1,242			10,607
Impairment of assets		—			—			32,272			10,500
Other operating items, net		762			5,442			3,507			5,853
Total operating costs and expenses		791,628			740,406			1,583,306			1,481,542
Operating income		242,370			227,106			442,257			446,491
Other expense (income)
Interest income		(1,263	)		(403	)		(2,071	)		(849	)
Interest expense, net of amounts capitalized		50,569			42,949			99,006			85,258
Other, net		(48	)		50			59			100
Total other expense, net		49,258			42,596			96,994			84,509
Income before income taxes		193,112			184,510			345,263			361,982
Income tax provision		(42,758	)		(44,665	)		(84,027	)		(85,664	)
Net income		150,354			139,845			261,236			276,318
Net loss attributable to noncontrolling interest		1,104			—			1,641			—
Net income attributable to Boyd Gaming	$	151,458		$	139,845		$	262,877		$	276,318


Basic net income per common share	$	1.84		$	1.47		$	3.14		$	2.87
Weighted average basic shares outstanding		82,289			95,042			83,696			96,238


Diluted net income per common share	$	1.84		$	1.47		$	3.14		$	2.87
Weighted average diluted shares outstanding		82,303			95,080			83,712			96,280

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

	*Three Months Ended*						*Six Months Ended*
	*June 30,*						*June 30,*
*(In thousands)*	*2025*			*2024*			*2025*		*2024*
Net income	$	150,354		$	139,845		$	261,236	$	276,318
Other comprehensive income (loss), net of tax:
Fair value adjustments to available-for-sale securities		(211	)		(394	)		200		(144	)
Foreign currency translation adjustments		249			(138	)		264		(456	)
Comprehensive income		150,392			139,313			261,700		275,718
Amounts attributable to noncontrolling interest:
Net loss attributable to noncontrolling interest		1,104			—			1,641		—
Comprehensive loss attributable to noncontrolling interest		1,104			—			1,641		—
Comprehensive income attributable to Boyd Gaming	$	151,496		$	139,313		$	263,341	$	275,718

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)

	*Boyd Gaming Corporation Stockholders' Equity*
													*Accumulated*
							*Additional*						*Other*
	*Common Stock*						*Paid-in*			*Retained*			*Comprehensive*			*Noncontrolling*
*(In thousands, except share data)*	*Shares*			*Amount*			*Capital*			*Earnings*			*Income (Loss)*			*Interest*			*Total*
Balances, January 1, 2025		86,184,155		$	862		$	—		$	1,583,053		$	(2,402	)	$	—		$	1,581,513
Net income (loss)		—			—			—			111,419			—			(537	)		110,882
Fair value adjustments to available-for-sale securities		—			—			—			—			411			—			411
Foreign currency translation adjustments		—			—			—			—			15			—			15
Stock options exercised		7,477			—			139			—			—			—			139
Release of restricted stock units, net of tax		44,277			—			(1,209	)		(397	)		—			—			(1,606	)
Release of performance stock units, net of tax		99,124			1			(222	)		(4,273	)		—			—			(4,494	)
Shares repurchased and retired		(4,453,045	)		(44	)		(6,313	)		(324,748	)		—			—			(331,105	)
Dividends declared ($0.18 per share)		—			—			—			(14,745	)		—			—			(14,745	)
Share-based compensation costs		—			—			7,605			—			—			—			7,605
Transactions with noncontrolling interest		—			—			—			—			—			3,754			3,754
Balances, March 31, 2025		81,881,988			819			—			1,350,309			(1,976	)		3,217			1,352,369
Net income (loss)		—			—			—			151,458			—			(1,104	)		150,354
Fair value adjustments to available-for-sale securities		—			—			—			—			(211	)		—			(211	)
Foreign currency translation adjustments		—			—			—			—			249			—			249
Release of restricted stock units, net of tax		146,363			2			(8	)		(35	)		—			—			(41	)
Release of performance stock units, net of tax		824			—			—			—			—			—			—
Shares repurchased and retired		(1,480,106	)		(16	)		(13,384	)		(92,547	)		—			—			(105,947	)
Dividends declared ($0.18 per share)		—			—			—			(14,534	)		—			—			(14,534	)
Share-based compensation costs		—			—			13,392			—			—			—			13,392
Balances, June 30, 2025		80,549,069		$	805		$	—		$	1,394,651		$	(1,938	)	$	2,113		$	1,395,631

		*Boyd Gaming Corporation Stockholders' Equity*
													*Accumulated*
							*Additional*						*Other*
	*Common Stock*						*Paid-in*			*Retained*			*Comprehensive*			*Noncontrolling*
*(In thousands, except share data)*	*Shares*			*Amount*			*Capital*			*Earnings*			*Income (Loss)*			*Interest*		*Total*
Balances, January 1, 2024		96,832,453		$	968		$	—		$	1,744,232		$	(1,098	)	$	—	$	1,744,102
Net income		—			—			—			136,473			—			—		136,473
Fair value adjustments to available-for-sale securities		—			—			—			—			250			—		250
Foreign currency translation adjustments		—			—			—			—			(318	)		—		(318	)
Release of restricted stock units, net of tax		85,597			1			(1,586	)		(2,049	)		—			—		(3,634	)
Release of performance stock units, net of tax		150,063			2			(119	)		(6,091	)		—			—		(6,208	)
Shares repurchased and retired		(1,658,377	)		(17	)		(5,155	)		(101,133	)		—			—		(106,305	)
Dividends declared ($0.17 per share)		—			—			—			(16,264	)		—			—		(16,264	)
Share-based compensation costs		—			—			6,860			—			—			—		6,860
Balances, March 31, 2024		95,409,736			954			—			1,755,168			(1,166	)		—		1,754,956
Net income		—			—			—			139,845			—			—		139,845
Fair value adjustments to available-for-sale securities		—			—			—			—			(394	)		—		(394	)
Foreign currency translation adjustments		—			—			—			—			(138	)		—		(138	)
Stock options exercised		23,431			—			271			—			—			—		271
Release of restricted stock units, net of tax		19,837			—			(1	)		(33	)		—			—		(34	)
Shares repurchased and retired		(3,143,995	)		(31	)		(10,635	)		(166,756	)		—			—		(177,422	)
Dividends declared ($0.17 per share)		—			—			—			(15,736	)		—			—		(15,736	)
Share-based compensation costs		—			—			10,365			—			—			—		10,365
Balances, June 30, 2024		92,309,009		$	923		$	—		$	1,712,488		$	(1,698	)	$	—	$	1,711,713

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	*Six Months Ended*
	*June 30,*
*(In thousands)*	*2025*			*2024*
Cash Flows from Operating Activities
Net income	$	261,236		$	276,318
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		138,208			128,590
Amortization of debt financing costs and discounts on debt		3,774			3,803
Non-cash operating lease expense		46,303			44,482
Share-based compensation expense		20,997			17,225
Deferred income taxes		14,826			16,497
Non-cash interest income		(1,271	)		—
Non-cash impairment of assets		32,272			10,500
Other operating activities		(2,390	)		2,328
Changes in operating assets and liabilities, excluding the impact of acquisitions:
Accounts receivable, net		16,953			28,107
Inventories		(410	)		(485	)
Prepaid expenses and other current assets		2,960			7,884
Income taxes (receivable) payable, net		7,925			(15,859	)
Other assets, net		1,235			2,059
Accounts payable and accrued liabilities		(35,665	)		(13,686	)
Operating lease liabilities		(46,303	)		(44,482	)
Other liabilities		762			531
Net cash provided by operating activities		461,412			463,812
Cash Flows from Investing Activities
Capital expenditures		(294,322	)		(204,031	)
Payments received on note receivable		—			208
Advances made under note receivable		(31,780	)		—
Cash paid for asset acquisitions		(41,461	)		—
Other investing activities		(8,318	)		(1,702	)
Net cash used in investing activities		(375,881	)		(205,525	)
Cash Flows from Financing Activities
Borrowings under credit facility		1,375,200			820,900
Payments under credit facility		(987,400	)		(779,600	)
Share-based compensation activities		(6,002	)		(9,605	)
Shares repurchased and retired		(432,997	)		(281,186	)
Dividends paid		(29,410	)		(31,774	)
Other financing activities		(6	)		(89	)
Net cash used in financing activities		(80,615	)		(281,354	)
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash		(267	)		(134	)
Change in cash, cash equivalents and restricted cash		4,649			(23,201	)
Cash, cash equivalents and restricted cash, beginning of period		321,364			307,930
Cash, cash equivalents and restricted cash, end of period	$	326,013		$	284,729
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, net of amounts capitalized	$	95,326		$	84,300
Cash received for interest		—			213
Cash paid for income taxes		62,421			85,830
Supplemental Schedule of Non-cash Investing and Financing Activities
Payables incurred for capital expenditures	$	32,942		$	23,541
Dividends declared not yet paid		14,534			15,736
Asset acquisition in exchange for contingent consideration		38,539			—
Derecognition of right-of-use operating lease asset		36,883			—
Derecognition of lease liability		(36,883	)		—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Boyd Gaming Corporation (and together with its subsidiaries, the "Company," "Boyd," "Boyd Gaming," "we" or "us") was incorporated in the state of Nevada in 1988 and has been operating since 1975. The Company's common stock is traded on the New York Stock Exchange under the symbol "BYD".

We are a geographically diversified operator of 28 wholly owned 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 and Pennsylvania. 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.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all information and footnote disclosures necessary for complete financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"). These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission ("SEC") on February 21, 2025.

The results for the periods indicated are unaudited but reflect all adjustments, consisting only of normal recurring adjustments, that management considers necessary for a fair presentation of financial position, results of operations and cash flows. Results of operations and cash flows for the interim periods presented herein are not necessarily indicative of the results that would be achieved during a full year of operations or in future periods.

Consolidation of Subsidiaries and Variable Interest Entities

The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. In addition, we consolidate variable interest entities ("VIEs") for which we or one of our consolidated subsidiaries is the primary beneficiary. Investments in unconsolidated affiliates, which are 50% or less owned and where we have significant influence and do not 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.

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 of three months or less at their date of purchase. The instruments are not 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 of 90 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 condensed consolidated balance sheets to the total balance shown in the condensed consolidated statements of cash flows.

	*June 30,*		*December 31,*		*June 30,*		*December 31,*
*(In thousands)*	*2025*		*2024*		*2024*		*2023*
Cash and cash equivalents	$	320,111	$	316,688	$	280,783	$	304,271
Restricted cash		5,902		4,676		3,946		3,659
Total cash, cash equivalents and restricted cash	$	326,013	$	321,364	$	284,729	$	307,930

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

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 may include 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 is not 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 online B2C wagers), hotel room sales, food & beverage offerings and other amenity transactions. See Collaborative Arrangements below for further discussion of revenues earned under our online collaborative arrangements. 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 involve two performance obligations for those customers earning points under the Company’s player loyalty program and a single performance obligation for customers who do not 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 to not 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 and no 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 Note 4, Accrued Liabilities, for the balance outstanding related to the player loyalty program.

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 Note 4, 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 within one year of being purchased. See Note 4, 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:

	*Three Months Ended*				*Six Months Ended*
	*June 30,*				*June 30,*
*(In thousands)*	*2025*		*2024*		*2025*		*2024*
Food & beverage	$	34,054	$	31,785	$	66,313	$	62,453
Room		16,165		15,668		31,289		30,340
Other		2,181		2,348		3,987		4,373

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

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 condensed 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 $135.1 million and $130.2 million for the three months ended June 30, 2025 and 2024, respectively, and were $262.2 million and $256.9 million for the six months ended June 30, 2025 and 2024, respectively. Gaming taxes recorded as online expense, excluding taxes paid under collaborative arrangements (see Collaborative Arrangements below for further discussion), totaled $5.5 million and $3.1 million for the three months ended June 30, 2025 and 2024, respectively, and $10.9 million and $5.6 million for the six months ended June 30, 2025 and 2024, respectively.

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 than not that such assets will not be realized. Use of the term "more likely than not" indicates the likelihood of occurrence is greater than 50%. 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.

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 a two-step approach for evaluating tax positions. Recognition occurs when the Company concludes that a tax position, based on its technical merits, is more likely than not to be sustained upon examination. Measurement is only addressed if the position is deemed to be more likely than not to be sustained. The tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement.

Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the "more likely than not" standard. If it is subsequently determined that a previously recognized tax position no longer meets the "more likely than not" 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 condensed 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 the second quarter of 2024 and was closed in the second quarter of 2025 with no significant adjustments. As of June 30, 2025, there were no changes to our unrecognized tax benefits to date.

Collaborative Arrangements

As of June 30, 2025 and December 31, 2024, we held a five percent equity ownership in and have a strategic partnership with FanDuel, the nation's leading sports-betting operator, to pursue sports-betting opportunities across the country, both at our gaming entertainment properties and online (see also Note 10, Subsequent Events). Subject to state law and regulatory approvals, we have established a presence in the sports wagering industry, both at our gaming entertainment properties and online, by leveraging FanDuel's technology and related services. We offer online sports wagering under the FanDuel brand or under market access agreements with other companies in Illinois, Indiana, Iowa, Kansas, Louisiana, Ohio and Pennsylvania. We also operate sportsbooks under the FanDuel brand at one of our Downtown Las Vegas gaming entertainment properties, our gaming entertainment properties in Mississippi and all of the gaming entertainment properties in the states where we offer online sports wagering. Under our online collaborative arrangements with FanDuel and other third parties, we receive a revenue share from the third-party operator based on actual wagering wins and losses. The activities under these collaborative arrangements related to online wagering, are recorded in online revenue and online expense on the condensed consolidated statements of operations. The activities under these collaborative arrangements related to sportsbooks at our gaming entertainment properties, are recorded in gaming revenue and gaming expense.

Under certain of our collaborative arrangements, 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 the third-party operators. We report these gaming taxes and other expenses paid as online expense and the reimbursements we receive as online revenues. These taxes and other payments totaled approximately $133.9 million and $103.5 million for the three months ended June 30, 2025 and 2024, respectively, and $263.5 million and $219.5 million for the six months ended June 30, 2025 and 2024, respectively.

Our five percent equity ownership in FanDuel is recorded at cost in accordance with the measurement alternative allowed under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 321, Accounting for Investments in Equity Securities. We do not have the ability to exercise significant influence over FanDuel's operating and financial policies. We evaluate the investment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We evaluate the recorded value of the investment when any observable price changes in orderly transactions for an identical or similar investment would require an adjustment of the investment to fair value.

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

Currency Translation

The Company translates the financial statements of its foreign subsidiary that are not 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 non-operating income (expense).

Use of Estimates

The preparation of financial statements in conformity with 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.

Recently Issued Accounting Pronouncements

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 have not yet determined the effect, if any, that the implementation of such proposed standards would have on our condensed consolidated financial statements.

NOTE 2. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

	*June 30,*			*December 31,*
*(In thousands)*	*2025*			*2024*
Land	$	359,096		$	338,469
Buildings and improvements		3,462,811			3,398,700
Furniture and equipment		1,953,897			1,870,124
Riverboats and barges		211,948			211,879
Construction in progress		230,689			148,571
Total property and equipment		6,218,441			5,967,743
Less accumulated depreciation		(3,400,232	)		(3,288,467	)
Property and equipment, net	$	2,818,209		$	2,679,276

Depreciation expense is as follows:

	*Three Months Ended*				*Six Months Ended*
	*June 30,*				*June 30,*
*(In thousands)*	*2025*		*2024*		*2025*		*2024*
Depreciation expense	$	65,563	$	61,553	$	129,366	$	120,376

During the six months ended June 30, 2025, as a result of our first quarter 2025 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. 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. This noncash impairment charge is recorded in impairment of assets on the condensed consolidated statement of operations. There were no impairments of our property and equipment long-lived assets during the six months ended June 30, 2024.

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

NOTE 3. GOODWILL AND INTANGIBLE ASSETS, NET

Intangible assets, net consist of the following:

	*June 30, 2025*
	*Weighted*
	*Useful Life*		*Gross*					*Accumulated*			*Effect of Foreign*
	*Remaining*		*Carrying*		*Accumulated*			*Impairment*			*Currency*			*Intangible*
*(In thousands)*	*(in years)*		*Value*		*Amortization*			*Losses*			*Exchange*			*Assets, Net*
*Amortizing intangibles*
Customer relationships		4.2	$	3,300	$	(550	)	$	—		$	—		$	2,750
Host agreements		7.9		58,000		(27,389	)		—			—			30,611
Development agreement		4.1		21,373		(8,778	)		—			—			12,595
Developed technology		6.8		45,495		(11,472	)		—			28			34,051
B2B relationships		4.5		28,000		(10,438	)		—			(39	)		17,523
B2C relationships		9.3		13,000		(2,889	)		—			—			10,111
Marketing agreement		19.2		4,500		(188	)		—			—			4,312
				173,668		(61,704	)		—			(11	)		111,953
*Indefinite lived intangible assets*
Trademarks	Indefinite			199,900		—			(32,275	)		—			167,625
Gaming license rights	Indefinite			1,393,081		(33,960	)		(253,974	)		—			1,105,147
				1,592,981		(33,960	)		(286,249	)		—			1,272,772
Balances, June 30, 2025			$	1,766,649	$	(95,664	)	$	(286,249	)	$	(11	)	$	1,384,725

	*December 31, 2024*
	*Weighted*
	*Useful Life*		*Gross*					*Accumulated*			*Effect of Foreign*
	*Remaining*		*Carrying*		*Accumulated*			*Impairment*			*Currency*			*Intangible*
*(In thousands)*	*(in years)*		*Value*		*Amortization*			*Losses*			*Exchange*			*Assets, Net*
*Amortizing intangibles*
Customer relationships		2.1	$	7,225	$	(4,145	)	$	—		$	—		$	3,080
Host agreements		8.4		58,000		(25,456	)		—			—			32,544
Development agreement		4.6		21,373		(7,251	)		—			—			14,122
Developed technology		7.3		43,435		(9,045	)		—			(418	)		33,972
B2B relationships		5.0		28,000		(8,481	)		—			(80	)		19,439
B2C relationships		9.8		13,000		(2,347	)		—			—			10,653
Marketing agreement		19.7		4,500		(75	)		—			—			4,425
				175,533		(56,800	)		—			(498	)		118,235
*Indefinite lived intangible assets*
Trademarks	Indefinite			199,900		—			(32,275	)		—			167,625
Gaming license rights	Indefinite			1,393,081		(33,960	)		(253,974	)		—			1,105,147
				1,592,981		(33,960	)		(286,249	)		—			1,272,772
Balances, December 31, 2024			$	1,768,514	$	(90,760	)	$	(286,249	)	$	(498	)	$	1,391,007

The following table presents the future amortization expense for our amortizing intangible assets as of June 30, 2025:

*(In thousands)*	*Customer Relationships*		*Host Agreements*		*Development Agreement*		*Developed Technology*		*B2B Relationships*		*B2C Relationships*		*Marketing Agreement*		*Total*
*For the year ending*
*December 31,*
2025 (excluding six months ended June 30, 2025)	$	330	$	1,934	$	1,526	$	2,729	$	1,917	$	541	$	112	$	9,089
2026		660		3,867		3,053		5,448		3,914		1,083		225		18,250
2027		660		3,867		3,053		5,447		3,914		1,083		225		18,249
2028		660		3,867		3,053		5,189		3,914		1,083		225		17,991
2029		440		3,867		1,910		4,520		3,296		1,083		225		15,341
Thereafter		—		13,209		—		10,718		568		5,238		3,300		33,033
Total future amortization	$	2,750	$	30,611	$	12,595	$	34,051	$	17,523	$	10,111	$	4,312	$	111,953

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

During the six months ended June 30, 2024, as a result of our first quarter 2024 impairment review, the Company recorded an impairment charge of $10.5 million for a gaming license right related to our Midwest & South segment. This noncash impairment charge is recorded in impairment of assets on the condensed consolidated statement of operations. There were no impairments of our intangible assets during the six months ended June 30, 2025.

Goodwill consists of the following:

	*June 30, 2025*
									*Effect of*
	*Gross*					*Accumulated*			*Foreign*
	*Carrying*		*Accumulated*			*Impairment*			*Currency*		*Goodwill,*
*(In thousands)*	*Value*		*Amortization*			*Losses*			*Exchange*		*Net*
Goodwill, net by Segment
Las Vegas Locals	$	593,567	$	—		$	(188,079	)	$	—	$	405,488
Downtown Las Vegas		6,997		(6,134	)		—			—		863
Midwest & South		636,269		—			(107,470	)		—		528,799
Online		104,737		—			(82,000	)		97		22,834
Managed & Other		30,529		—			(30,529	)		—		—
Balances, June 30, 2025	$	1,372,099	$	(6,134	)	$	(408,078	)	$	97	$	957,984

	*December 31, 2024*
									*Effect of*
	*Gross*					*Accumulated*			*Foreign*
	*Carrying*		*Accumulated*			*Impairment*			*Currency*		*Goodwill,*
*(In thousands)*	*Value*		*Amortization*			*Losses*			*Exchange*		*Net*
Goodwill, net by Segment
Las Vegas Locals	$	593,567	$	—		$	(188,079	)	$	—	$	405,488
Downtown Las Vegas		6,997		(6,134	)		—			—		863
Midwest & South		636,269		—			(107,470	)		—		528,799
Online		104,737		—			(82,000	)		2		22,739
Managed & Other		30,529		—			(30,529	)		—		—
Balances, December 31, 2024	$	1,372,099	$	(6,134	)	$	(408,078	)	$	2	$	957,889

NOTE 4. ACCRUED LIABILITIES

Accrued liabilities consist of the following:

	*June 30,*		*December 31,*
*(In thousands)*	*2025*		*2024*
Payroll and related	$	70,489	$	86,267
Interest		17,498		17,593
Gaming		72,345		73,321
Player loyalty program		21,546		20,896
Advance deposits		17,030		15,426
Outstanding chips		6,271		7,790
Dividends payable		14,534		14,665
Operating leases		105,992		102,855
Other		132,573		108,602
Total accrued liabilities	$	458,278	$	447,415

Table of Contents

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

NOTE 5. LONG-TERM DEBT

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

	*June 30, 2025*
	*Interest*					*Unamortized*
	*Rates at*					*Origination*
	*June 30,*			*Outstanding*		*Fees and*			*Long-Term*
*(In thousands)*	*2025*			*Principal*		*Costs*			*Debt, Net*
Credit facility		6.143	%	$	1,688,100	$	(6,983	)	$	1,681,117
4.750% senior notes due 2027		4.750	%		1,000,000		(4,870	)		995,130
4.750% senior notes due 2031		4.750	%		900,000		(8,089	)		891,911
Total long-term debt					3,588,100		(19,942	)		3,568,158
Less current maturities					44,000		—			44,000
Long-term debt, net				$	3,544,100	$	(19,942	)	$	3,524,158

	*December 31, 2024*
	*Interest*					*Unamortized*
	*Rates at*					*Origination*
	*December 31,*			*Outstanding*		*Fees and*			*Long-Term*
*(In thousands)*	*2024*			*Principal*		*Costs*			*Debt, Net*
Credit facility		6.169	%	$	1,300,300	$	(9,109	)	$	1,291,191
4.750% senior notes due 2027		4.750	%		1,000,000		(5,844	)		994,156
4.750% senior notes due 2031		4.750	%		900,000		(8,763	)		891,237
Other		5.208	%		6		—			6
Total long-term debt					3,200,306		(23,716	)		3,176,590
Less current maturities					44,006		—			44,006
Long-term debt, net				$	3,156,300	$	(23,716	)	$	3,132,584

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

	*June 30,*		*December 31,*
*(In thousands)*	*2025*		*2024*
Revolving Credit Facility	$	905,000	$	475,000
Term A Loan		737,000		759,000
Swing Loan		46,100		66,300
Total outstanding principal amounts	$	1,688,100	$	1,300,300

With a total revolving credit commitment of $1,450.0 million available under the Credit Facility, $905.0 million and $46.1 million in borrowings outstanding on the Revolving Credit Facility and the Swing Loan, respectively, and $13.0 million allocated to support various letters of credit, there was a remaining contractual availability under the Credit Facility of $485.9 million as of June 30, 2025.

Covenant Compliance

As of June 30, 2025, we were in compliance with the financial covenants of our debt instruments.

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

NOTE 6. COMMITMENTS AND CONTINGENCIES

Wilton Rancheria Agreements

In 2012, the Company entered into a management agreement with Wilton Rancheria. The management agreement provides for us to manage the gaming facility upon opening for a period of seven years and receive a monthly management fee for our services based on the monthly performance of the gaming facility. The management fee of $23.8 million and $21.3 million for our management services for the three months ended June 30, 2025 and 2024, respectively, and $48.9 million and $43.5 million for the six months ended June 30, 2025 and 2024, respectively, is paid monthly and recorded in management fee revenue on the condensed consolidated statements of operations.

Master Lease Agreements

The Company leases the facilities associated with the Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park gaming entertainment properties (“Master Leases”), with the initial term commencing on October 15, 2018 and ending on April 30, 2026, with options for renewal. The term of the Master Leases may be extended for five separate renewal terms of five years each. During the first quarter 2025, the Company exercised its right to extend the Master Leases for the first renewal term. This first 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 the first renewal term. The exercise of the first renewal term was previously assumed as the reasonably certain lease period at the Master Leases commencement date.

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 will, 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.

Pursuant to the October 21, 2024, agreements between the Company and the Tribe, PITGA, and GEC, on February 14, 2025, the Norfolk Casino land was purchased and 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 has no 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 expected to open in the fourth quarter 2025, and the full casino resort expected to open in late 2027, both pending receipt of final regulatory approvals. 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 does not 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.

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

Commitments

As of June 30, 2025, other than the Master Lease Agreements and Norfolk Agreements discussed above, there have been no material changes to our commitments described under Note 9, Commitments and Contingencies, in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 21, 2025.

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, would not have a material effect on our business, financial position, results of operations or cash flows.

NOTE 7. STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS

Share Repurchase Program

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 and December 5, 2024. As of June 30, 2025, $207.5 million remains available under the Share Repurchase Program. Under the Share Repurchase Program, the Company may repurchase shares of its common stock from time to time on the open market or in privately negotiated transactions. Repurchases of common stock may also be made under Rule 10b5- 1 plans, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. We are not obligated to repurchase any shares under this program. 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.

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

	*Three Months Ended*				*Six Months Ended*
	*June 30,*				*June 30,*
*(In thousands, except per share data)*	*2025*		*2024*		*2025*		*2024*
Shares repurchased (2)		1,480		3,144		5,933		4,802
Total cost, including brokerage fees (3)	$	105,000	$	175,686	$	432,997	$	281,186
Average repurchase price per share (4)	$	70.94	$	55.88	$	72.98	$	58.55

⁽¹⁾Shares repurchased reflect repurchases settled during the three and six months ended June 30, 2025 and 2024. These amounts exclude repurchases, if any, traded but not yet settled on or before June 30, 2025 and 2024, respectively.

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

⁽³⁾ Costs exclude 1% excise tax on corporate stock buybacks.

⁽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 the 1% excise tax.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

Dividends

The dividends declared by the Board of Directors and reflected in the periods presented are:

Declaration date	*Record date*	*Payment date*	*Amount per share*
December 7, 2023	December 22, 2023	January 15, 2024	$	0.16
February 28, 2024	March 15, 2024	April 15, 2024		0.17
May 9, 2024	June 15, 2024	July 15, 2024		0.17
December 5, 2024	December 16, 2024	January 15, 2025		0.17
February 20, 2025	March 17, 2025	April 15, 2025		0.18
May 8, 2025	June 16, 2025	July 15, 2025		0.18

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 provides classification detail of the total costs related to our share-based employee compensation plans reported in our condensed consolidated statements of operations.

	*Three Months Ended*				*Six Months Ended*
	*June 30,*				*June 30,*
*(In thousands)*	*2025*		*2024*		*2025*		*2024*
Gaming	$	297	$	289	$	525	$	524
Food & beverage		56		55		100		100
Room		27		27		48		48
Selling, general and administrative		1,512		1,471		2,673		2,663
Corporate expense		11,500		8,523		17,651		13,890
Total share-based compensation expense	$	13,392	$	10,365	$	20,997	$	17,225

Restricted Stock Units

Our 2020 Plan provides for the grant of Restricted Stock Units ("RSU"). A RSU is an award that may be earned in whole, or in part, upon the passage of time, and that may be settled for cash, shares, other securities or a combination thereof. The RSUs do not contain voting rights and are not entitled to dividends. The RSUs are subject to the terms and conditions contained in the applicable award agreement and the 2020 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 receive one share of our common stock upon vesting. Prior to the first quarter 2025 grant, a RSU generally vested on the third anniversary of its issuance date. Beginning with the first quarter 2025 grant, a RSU generally vests in annual installments of one-third of the original number of units granted with the full award fully vested on the third anniversary of its issuance date. Share-based compensation expense is amortized to expense over the requisite service period. In addition, annually we award RSUs to certain members of our Board of Directors and the shares are issued to the director when the RSU is granted. As these RSUs are issued for past service, they are expensed on the date of issuance.

Performance Shares

Our stock incentive plan provides for the issuance of Performance Share Units ("PSU") grants which may be earned, in whole or in part, upon passage of time and the attainment of performance criteria. We periodically review our estimates of performance against the defined criteria to assess the expected payout of each outstanding PSU grant and adjust our stock compensation expense accordingly.

The PSU grants awarded in first quarter 2022 and third quarter 2021 fully vested during the first quarter of 2025 and 2024, respectively. Common shares under the 2022 grant were issued based on determination by the Compensation Committee of the Board of Directors ("Compensation Committee") of our actual achievement of Earnings Before Interest, Taxes, Depreciation and Amortization and Rent under master leases ("EBITDAR"), EBITDAR margin and return on invested capital for the three-year performance period from January 1, 2022 to December 31, 2024. Common shares under the 2021 grant were issued based on the determination by the Compensation Committee of our actual achievement of EBITDAR and return on invested capital for the two-year performance period from July 2021 to June 2023. 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 2022 resulted in a total of 147,970 shares being issued during the first quarter of 2025, 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 the 2022 grant. The actual achievement level under the award metrics equaled the estimated performance as of the year-end 2024; therefore, the vesting of the PSUs did not impact compensation costs in our 2025 condensed consolidated statement of operations.

The PSU grant awarded in July 2021 resulted in a total of 241,277 shares being issued during the first quarter of 2024, 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 the 2021 grant. The actual achievement level under the award metrics approximated the estimated performance as of the year-end 2023; therefore, the vesting of the PSUs had minimal impact to compensation costs of $0.8 million in our 2024 condensed consolidated statement of operations.

Unamortized Stock Compensation Expense and Recognition Period

As of June 30, 2025, there was approximately $17.0 million, $6.2 million and $1.7 million of total unrecognized share-based compensation costs related to unvested RSUs, PSUs and career shares, respectively. As of June 30, 2025, the unrecognized share-based compensation costs related to our RSUs, PSUs and career shares are expected to be recognized over approximately 1.6 years, 2.2 years and 3.3 years, respectively.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

NOTE 8. FAIR VALUE MEASUREMENTS

We have adopted the authoritative accounting guidance for fair value measurements, which does not 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:

Level 1: Quoted prices for identical instruments in active markets.

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3: Valuations derived from valuation techniques in which one 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 Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 3). 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:

	*June 30, 2025*
*(In thousands)*	*Balance*		*Level 1*		*Level 2*		*Level 3*
Assets
Cash and cash equivalents	$	320,111	$	320,111	$	—	$	—
Restricted cash		5,902		5,902		—		—
Investment available for sale		12,123		—		—		12,123

	*December 31, 2024*
*(In thousands)*	*Balance*		*Level 1*		*Level 2*		*Level 3*
Assets
Cash and cash equivalents	$	316,688	$	316,688	$	—	$	—
Restricted cash		4,676		4,676		—		—
Investment available for sale		12,553		—		—		12,553

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 Level 1, are based on statements received from our banks as of June 30, 2025 and December 31, 2024.

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 Series 2007 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 is no quoted market price for this instrument. As such, the fair value of this investment is classified as Level 3 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 June 30, 2025 and December 31, 2024. The fair value of the instrument is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation at June 30, 2025 and December 31, 2024 is a discount rate of 12.7% and 13.0%, respectively. Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument are not charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the condensed consolidated balance sheets and in the condensed consolidated statement of other comprehensive income. At both June 30, 2025 and December 31, 2024, $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 June 30, 2025 and December 31, 2024, $11.3 million and $11.8 million, respectively, is included in other assets, net on the condensed consolidated balance sheets. The discount associated with this investment of $1.7 million and $1.8 million as of June 30, 2025 and December 31, 2024, 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 condensed consolidated statements of operations.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

The following table summarizes the changes in fair value of the Company's Level 3 investment available for sale asset:

	*Three Months Ended*						*Six Months Ended*
	*June 30,*						*June 30,*
*(In thousands)*	*2025*			*2024*			*2025*			*2024*
Balance at beginning of reporting period	$	13,142		$	13,550		$	12,553		$	13,327
Total gains (realized or unrealized):
Included in interest income		45			45			90			89
Included in other comprehensive income (loss)		(279	)		(370	)		265			(191	)
Purchases, sales, issuances and settlements:
Settlements		(785	)		(730	)		(785	)		(730	)
Balance at end of reporting period	$	12,123		$	12,495		$	12,123		$	12,495

We are exposed to valuation risk on our Level 3 financial instrument. We estimate our risk exposure using a sensitivity analysis of potential changes in the significant unobservable inputs of our fair value measurements. Our Level 3 financial instrument is most susceptible to valuation risk caused by changes in the discount rate. If the discount rate in our fair value measurements increased or decreased by 100 basis points, the change would not cause the value of our fair value measurements to change significantly.

The fair value of indefinite-lived intangible assets and long-lived assets, classified in the fair value hierarchy as Level 3, is utilized in performing the Company's impairment analyses.

Assets acquired and contingent liabilities assumed as part of an asset acquisition, along with noncontrolling interest, are recorded at fair value upon acquisition and all are classified in the fair value hierarchy as Level 3, other than cash or restricted cash acquired, classified as Level 1.

Balances Disclosed at Fair Value

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

June 30, 2025

Outstanding

Carrying

Estimated

Fair Value

(In thousands)

Face Amount

Value

Fair Value

Hierarchy

Asset

Note receivable

33,051

34,143

Level 3

Liabilities

Obligation under assessment arrangements

16,891

15,151

19,217

Level 3

December 31, 2024

Outstanding

Carrying

Estimated

Fair Value

(In thousands)

Face Amount

Value

Fair Value

Hierarchy

Liabilities

Obligation under assessment arrangements

18,014

16,057

20,719

Level 3

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

	*June 30, 2025*
	*Outstanding*		*Carrying*		*Estimated*		*Fair Value*
*(In thousands)*	*Face Amount*		*Value*		*Fair Value*		*Hierarchy*
Credit facility	$	1,688,100	$	1,681,117	$	1,667,833	Level 2
4.750% senior notes due 2027		1,000,000		995,130		990,000	Level 1
4.750% senior notes due 2031		900,000		891,911		861,750	Level 1
Total debt	$	3,588,100	$	3,568,158	$	3,519,583

	*December 31, 2024*
	*Outstanding*		*Carrying*		*Estimated*		*Fair Value*
*(In thousands)*	*Face Amount*		*Value*		*Fair Value*		*Hierarchy*
Credit facility	$	1,300,300	$	1,291,191	$	1,279,428	Level 2
4.750% senior notes due 2027		1,000,000		994,156		968,750	Level 1
4.750% senior notes due 2031		900,000		891,237		832,500	Level 1
Other		6		6		6	Level 3
Total debt	$	3,200,306	$	3,176,590	$	3,080,684

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

The estimated fair values of our note receivable and our obligation under assessment arrangements is based on a discounted cash flows approach after giving consideration to the changes in market rates of interest, creditworthiness of both parties and credit spread. The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about June 30, 2025 and December 31, 2024. The estimated fair values of our senior notes are based on quoted market prices as of June 30, 2025 and December 31, 2024. The other debt is not traded and does not have an observable market input; therefore, we have estimated fair value to be equal to the carrying value for these obligations.

There were no transfers between Level 1, Level 2 and Level 3 measurements during the six months ended June 30, 2025 and 2024.

NOTE 9. SEGMENT INFORMATION

The Company has the following four reportable segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online, (collectively "Reportable Segments"). The Las Vegas Locals, Downtown Las Vegas and Midwest & South segments include the operating results of our gaming entertainment properties. 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. The Online segment includes the operating results of our online gaming operations through collaborative arrangements with third parties throughout the United States and the operations of Boyd Interactive. To reconcile Reportable Segments information to the condensed 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, our Illinois distributed gaming operator.

Las Vegas Locals
Gold Coast Hotel and Casino		Las Vegas, Nevada
The Orleans Hotel and Casino		Las Vegas, Nevada
Sam's Town Hotel and Gambling Hall		Las Vegas, Nevada
Suncoast Hotel and Casino		Las Vegas, Nevada
EastsideCannery Casino and Hotel ⁽¹⁾		Las Vegas, Nevada
Aliante Casino + Hotel + Spa		North Las Vegas, Nevada
Cannery Casino Hotel		North Las Vegas, Nevada
Jokers Wild		Henderson, Nevada
Downtown Las Vegas
California Hotel and Casino		Las Vegas, Nevada
Fremont Hotel & Casino		Las Vegas, Nevada
Main Street Station Hotel and Casino		Las Vegas, Nevada
Midwest & South
Par-A-Dice Casino		East Peoria, Illinois
Belterra Casino Resort ⁽²⁾		Florence, Indiana
Blue Chip Casino Hotel Spa		Michigan City, Indiana
Diamond Jo Casino		Dubuque, Iowa
Diamond Jo Worth		Northwood, Iowa
Kansas Star Casino		Mulvane, Kansas
Amelia Belle Casino		Amelia, Louisiana
Delta Downs Racetrack Hotel & Casino		Vinton, Louisiana
Evangeline Downs Racetrack & Casino		Opelousas, Louisiana
Sam's Town Shreveport		Shreveport, Louisiana
Treasure Chest Casino		Kenner, Louisiana
IP Casino Resort Spa		Biloxi, Mississippi
Sam's Town Hotel and Gambling Hall Tunica		Tunica, Mississippi
Ameristar Casino * Hotel Kansas City ⁽²⁾		Kansas City, Missouri
Ameristar Casino * Resort * Spa St. Charles ⁽²⁾		St. Charles, Missouri
Belterra Park ⁽²⁾		Cincinnati, Ohio
Valley Forge Casino Resort		King of Prussia, Pennsylvania

⁽¹⁾ Due to the current levels of demand in the market, Eastside Cannery remains closed since it was closed on March 18, 2020, in compliance with orders issued by state officials as precautionary measures intended to slow the spread of the COVID-19 virus.

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

Results of Operations - Total Reportable Segment Revenues and Adjusted EBITDAR

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 writedown expenses, impairments of assets, other operating items, net, gain or loss on early extinguishments and modifications of debt, net income (loss) attributable to noncontrolling 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.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

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.

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:

	*Three Months Ended June 30, 2025*
			*Food &*						*Management*
	*Gaming*		*Beverage*		*Room*		*Online*		*Fee*		*Other*		*Total*
*(In thousands)*	*Revenue*		*Revenue*		*Revenue*		*Revenue*		*Revenue*		*Revenue*		*Revenue*
Revenues
Las Vegas Locals	$	166,382	$	24,890	$	23,706	$	—	$	—	$	14,113	$	229,091
Downtown Las Vegas		34,077		10,874		7,267		—		—		3,035		55,253
Midwest & South		459,231		42,403		20,480		—		—		17,963		540,077
Online		—		—		—		173,051		—		—		173,051
Managed & Other		11,765		—		—		—		23,775		986		36,526
Total Revenues	$	671,455	$	78,167	$	51,453	$	173,051	$	23,775	$	36,097	$	1,033,998

	*Three Months Ended June 30, 2024*
			*Food &*						*Management*
	*Gaming*		*Beverage*		*Room*		*Online*		*Fee*		*Other*		*Total*
*(In thousands)*	*Revenue*		*Revenue*		*Revenue*		*Revenue*		*Revenue*		*Revenue*		*Revenue*
Revenues
Las Vegas Locals	$	162,915	$	23,373	$	24,697	$	—	$	—	$	14,069	$	225,054
Downtown Las Vegas		36,725		11,085		6,893		—		—		2,998		57,701
Midwest & South		440,296		42,536		21,005		—		—		17,913		521,750
Online		—		—		—		129,930		—		—		129,930
Managed & Other		10,891		—		—		—		21,252		934		33,077
Total Revenues	$	650,827	$	76,994	$	52,595	$	129,930	$	21,252	$	35,914	$	967,512

	*Six Months Ended June 30, 2025*
			*Food &*						*Management*
	*Gaming*		*Beverage*		*Room*		*Online*		*Fee*		*Other*		*Total*
*(In thousands)*	*Revenue*		*Revenue*		*Revenue*		*Revenue*		*Revenue*		*Revenue*		*Revenue*
Revenues
Las Vegas Locals	$	327,122	$	47,657	$	46,909	$	—	$	—	$	30,202	$	451,890
Downtown Las Vegas		70,667		21,752		14,140		—		—		5,981		112,540
Midwest & South		889,407		82,916		37,792		—		—		34,549		1,044,664
Online		—		—		—		342,624		—		—		342,624
Managed & Other		22,952		—		—		—		48,921		1,972		73,845
Total Revenues	$	1,310,148	$	152,325	$	98,841	$	342,624	$	48,921	$	72,704	$	2,025,563

	Six Months Ended June 30, 2024
			Food &						Management
	*Gaming*		*Beverage*		*Room*		*Online*		*Fee*		*Other*		*Total*
*(In thousands)*	*Revenue*		*Revenue*		*Revenue*		*Revenue*		*Revenue*		*Revenue*		*Revenue*
Revenues
Las Vegas Locals	$	324,371	$	45,795	$	50,453	$	—	$	—	$	30,057	$	450,676
Downtown Las Vegas		70,446		21,500		13,461		—		—		5,825		111,232
Midwest & South		868,537		82,338		37,628		—		—		34,013		1,022,516
Online		—		—		—		276,100		—		—		276,100
Managed & Other		21,604		—		—		—		43,497		2,408		67,509
Total Revenues	$	1,284,958	$	149,633	$	101,542	$	276,100	$	43,497	$	72,303	$	1,928,033

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

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 condensed consolidated statements of operations:

	*Three Months Ended*						*Six Months Ended*
	*June 30,*						*June 30,*
*(In thousands)*	*2025*			*2024*			*2025*			*2024*
Adjusted EBITDAR
Las Vegas Locals	$	112,714		$	109,253		$	219,261		$	219,691
Downtown Las Vegas		19,405			22,018			40,328			39,833
Midwest & South		201,401			195,455			384,623			376,449
Online		22,244			17,057			45,550			37,533
Managed & Other		25,963			23,140			53,282			47,921
Corporate expense		(23,865	)		(22,732	)		(47,665	)		(46,750	)
Adjusted EBITDAR		357,862			344,191			695,379			674,677
Other operating costs and expenses
Deferred rent		147			163			294			324
Master lease rent expense		28,442			27,852			56,602			55,087
Depreciation and amortization		69,985			65,677			138,208			128,590
Share-based compensation expense		13,392			10,365			20,997			17,225
Project development, preopening and writedowns		2,764			7,586			1,242			10,607
Impairment of assets		—			—			32,272			10,500
Other operating items, net		762			5,442			3,507			5,853
Total other operating costs and expenses		115,492			117,085			253,122			228,186
Operating income		242,370			227,106			442,257			446,491
Other expense (income)
Interest income		(1,263	)		(403	)		(2,071	)		(849	)
Interest expense, net of amounts capitalized		50,569			42,949			99,006			85,258
Other, net		(48	)		50			59			100
Total other expense, net		49,258			42,596			96,994			84,509
Income before income taxes		193,112			184,510			345,263			361,982
Income tax provision		(42,758	)		(44,665	)		(84,027	)		(85,664	)
Net income		150,354			139,845			261,236			276,318
Net income attributable to noncontrolling interest		1,104			—			1,641			—
Net income attributable to Boyd Gaming	$	151,458		$	139,845		$	262,877		$	276,318

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 expenses that are not directly related to our casino, hotel and online operations.

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

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 is not 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.

	*Las Vegas*		*Downtown*		*Midwest &*				*Managed &*
*(In thousands)*	*Locals*		*Las Vegas*		*South*		*Online*		*Other*		*Total*
*Three Months Ended June 30, 2025*
Revenues	$	229,091	$	55,253	$	540,077	$	173,051	$	36,526	$	1,033,998
Other segment expenses (1)		116,377		35,848		338,676		150,807		10,563		652,271
Corporate expense		—		—		—		—		—		23,865
Adjusted EBITDAR	$	112,714	$	19,405	$	201,401	$	22,244	$	25,963	$	357,862

*Three Months Ended June 30, 2024*
Revenues	$	225,054	$	57,701	$	521,750	$	129,930	$	33,077	$	967,512
Other segment expenses (1)		115,801		35,683		326,295		112,873		9,937		600,589
Corporate expense		—		—		—		—		—		22,732
Adjusted EBITDAR	$	109,253	$	22,018	$	195,455	$	17,057	$	23,140	$	344,191

*Six Months Ended June 30, 2025*
Revenues	$	451,890	$	112,540	$	1,044,664	$	342,624	$	73,845	$	2,025,563
Other segment expenses (1)		232,629		72,212		660,041		297,074		20,563		1,282,519
Corporate expense		—		—		—		—		—		47,665
Adjusted EBITDAR	$	219,261	$	40,328	$	384,623	$	45,550	$	53,282	$	695,379

*Six Months Ended June 30, 2024*
Revenues	$	450,676	$	111,232	$	1,022,516	$	276,100	$	67,509	$	1,928,033
Other segment expenses (1)		230,985		71,399		646,067		238,567		19,588		1,206,606
Corporate expense		—		—		—		—		—		46,750
Adjusted EBITDAR	$	219,691	$	39,833	$	376,449	$	37,533	$	47,921	$	674,677

(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:

	*June 30,*		*December 31,*
*(In thousands)*	*2025*		*2024*
Assets
Las Vegas Locals	$	1,626,786	$	1,623,935
Downtown Las Vegas		286,941		292,765
Midwest & South		3,875,483		3,855,386
Online		191,289		185,567
Managed & Other		113,337		115,839
Corporate		466,555		318,323
Total Assets	$	6,560,391	$	6,391,815

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

___________________________________________________________________________________________

___________

NOTE 10. SUBSEQUENT EVENTS

We have evaluated all events or transactions that occurred after June 30, 2025. During this period, up to the filing date, other than the definitive agreement entered into related to our 5% equity interest in and commercial agreements with FanDuel, as discussed below, we did not identify any subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations.

On July 10, 2025, Boyd Interactive Gaming Holdings, L.L.C. ("Boyd Interactive"), a wholly owned subsidiary of Boyd Gaming, entered into a definitive agreement ("Purchase Agreement") with TSE Holdings Ltd. ("Parent") and FanDuel Group Parent, LLC ("FanDuel"), pursuant to which Parent will purchase Boyd Interactive’s 5% equity interest (the "Equity Interest") in FanDuel, and Boyd Gaming and FanDuel, or their respective affiliated entities, will enter into certain Commercial Arrangements (as defined below), in exchange for which Boyd Interactive will be paid aggregate cash consideration of $1.755 billion, subject to incremental cash consideration based on the transaction close date for any transaction close after July 18, 2025, upon the terms and subject to the conditions of the Purchase Agreement.

The Closing is subject to customary conditions and the receipt of all required regulatory approvals. Subject to the satisfaction or waiver of conditions in the Purchase Agreement, Boyd Gaming expects the Closing to occur in the third quarter of 2025. The Purchase Agreement contains customary representations, warranties and covenants.

In connection with the transactions contemplated by the Purchase Agreement, Boyd Gaming and FanDuel or their respective affiliated entities will terminate certain of their existing agreements related to their strategic partnership and enter into certain new agreements (collectively, the "Commercial Arrangements"), pursuant to which Boyd Gaming or its subsidiaries ("Boyd Entities") will, 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 existing arrangements with Boyd Entities, but for a longer term and with fixed fee arrangements, 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.

The Purchase Agreement contains certain termination rights by either Boyd Interactive or Parent, including if the Closing has not occurred by December 19, 2025.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

Boyd Gaming Corporation (and together with its subsidiaries, the "Company," "Boyd," "Boyd Gaming," "we" or "us") was incorporated in the state of Nevada in 1988 and has been operating since 1975. The Company's common stock is traded on the New York Stock Exchange under the symbol "BYD".

We are a geographically diversified operator of 28 gaming entertainment properties. Headquartered in Las Vegas, Nevada, we have gaming entertainment properties in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania. In addition, we own and operate Boyd Interactive, a business-to-business and business-to-consumer online casino gaming business. We also manage the Sky River Casino located in California under a management agreement with Wilton Rancheria. We have the following four reportable segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online, (collectively "Reportable Segments"). The Las Vegas Locals, Downtown Las Vegas and Midwest & South segments include the operating results of our gaming entertainment properties. 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. The Online segment includes the operating results of our online gaming operations through collaborative arrangements with third parties throughout the United States and the operations of Boyd Interactive. To reconcile Reportable Segments information to the condensed 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, our Illinois distributed gaming operator ("Lattner").


Las Vegas Locals
Gold Coast Hotel and Casino		Las Vegas, Nevada
The Orleans Hotel and Casino		Las Vegas, Nevada
Sam's Town Hotel and Gambling Hall		Las Vegas, Nevada
Suncoast Hotel and Casino		Las Vegas, Nevada
Eastside Cannery Casino and Hotel ⁽¹⁾		Las Vegas, Nevada
Aliante Casino + Hotel + Spa		North Las Vegas, Nevada
Cannery Casino Hotel		North Las Vegas, Nevada
Jokers Wild		Henderson, Nevada
Downtown Las Vegas
California Hotel and Casino		Las Vegas, Nevada
Fremont Hotel & Casino		Las Vegas, Nevada
Main Street Station Hotel and Casino		Las Vegas, Nevada
Midwest & South
Par-A-Dice Casino		East Peoria, Illinois
Belterra Casino Resort ⁽²⁾		Florence, Indiana
Blue Chip Casino Hotel Spa		Michigan City, Indiana
Diamond Jo Casino		Dubuque, Iowa
Diamond Jo Worth		Northwood, Iowa
Kansas Star Casino		Mulvane, Kansas
Amelia Belle Casino		Amelia, Louisiana
Delta Downs Racetrack Hotel & Casino		Vinton, Louisiana
Evangeline Downs Racetrack & Casino		Opelousas, Louisiana
Sam's Town Shreveport		Shreveport, Louisiana
Treasure Chest Casino		Kenner, Louisiana
IP Casino Resort Spa		Biloxi, Mississippi
Sam's Town Hotel and Gambling Hall Tunica		Tunica, Mississippi
Ameristar Casino * Hotel Kansas City ⁽²⁾		Kansas City, Missouri
Ameristar Casino * Resort * Spa St. Charles ⁽²⁾		St. Charles, Missouri
Belterra Park ⁽²⁾		Cincinnati, Ohio
Valley Forge Casino Resort		King of Prussia, Pennsylvania

⁽¹⁾ Due to the current levels of demand in the market, Eastside Cannery remains closed since it was closed on March 18, 2020, in compliance with orders issued by state officials as precautionary measures intended to slow the spread of the COVID-19 virus.

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

We also own a travel agency located in Hawaii. As our Downtown Las Vegas properties focus their marketing efforts on gaming customers from Hawaii, financial results for our travel agency are included in our Downtown Las Vegas segment.

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Most of our gaming entertainment properties also include a hotel, restaurants, bars, a sportsbook, retail and other amenities. Our main business emphasis is on slot revenues, which are highly dependent upon the number of visits and spending levels of customers at our properties.

Our gaming entertainment properties have historically generated significant operating cash flow, with the majority of our revenue being cash-based. While we do provide casino credit and the ability to transfer digital funds from a player's cashless "BoydPay" wallet, subject to certain gaming regulations and jurisdictions, most of our customers wager with cash and pay for non-gaming services with cash or by credit card.

We also hold a five percent equity ownership interest in FanDuel Group Parent, LLC ("FanDuel"), the nation's leading sports-betting operator. On July 10, 2025, we entered into a definitive agreement with FanDuel and TSE Holdings Ltd., to sell our equity interest, terminate certain existing market access agreements and enter into certain new market access agreements for aggregate cash consideration of $1.755 billion. See also Note 10, Subsequent Events.

Our industry is capital intensive, and we rely heavily on the ability of our operations to generate operating cash flow to fund maintenance capital expenditures, pay income taxes, repay debt financing and associated interest costs, repurchase our debt or equity securities, pay dividends, and provide excess cash for future development and to help fund acquisitions.

Our Strategy

Our strategy is to increase shareholder value by pursuing strategic initiatives that improve and grow our business.

Growing Revenues and Operating Efficiently

We are committed to growing revenues and building loyalty among core customers through targeted marketing investments with a focus on maximizing gaming revenues while operating as efficiently as possible.

Balance Sheet Strength

We are committed to maintaining a strong balance sheet and finding opportunities to diversify and increase our cash flow. We are also committed to a balanced capital allocation approach with our cash flows, with a current emphasis on investing in our business and returning capital to shareholders.

Evaluating Acquisition and Growth Opportunities

Our evaluations of potential investments and growth opportunities are strategic, deliberate, and disciplined. Our goal is to identify and pursue opportunities that grow our business, are available at the right price and deliver a solid return for shareholders. These investments can take the form of expanding and enhancing offerings and amenities at existing properties, developing new properties, expanding and enhancing online sports wagering and online casino offerings as they are legalized in and around the states we operate today, and asset acquisitions.

Maintaining Our Brand

The ability of our Team Members to deliver great customer service helps distinguish our Company and our brand from our competitors. Our Team Members are an important reason that our customers continue to choose our properties over the competition across the country. In addition, we have established nationwide branding through our "Boyd Rewards" loyalty program. Our players use their Boyd Rewards cards to earn and redeem points at all of our gaming entertainment properties and online casino gaming offerings. Boyd Rewards, among other benefits, rewards players for their loyalty by entitling them to qualify for promotions and monetary discounts, earn rewards toward gaming and nongaming activities and receive benefits such as vacations and luxury gifts.

Commitment to Corporate Social Responsibility ("CSR")

We seek to fulfill our commitment to CSR through four core pillars: Environment, People, Communities and Corporate Governance. We invest in the well-being of our communities and future generations through economic contributions and endeavor to reduce our carbon footprint, strive to be an employer of choice where every Team Member is treated with dignity and respect, and promote a culture of conducting business with the highest level of integrity.

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Our Key Performance Indicators

We use several key performance measures to evaluate the operations of our gaming entertainment properties. These key performance measures include the following:

•	*Gaming revenue measures: slot handle, which means the dollar amount wagered in slot machines, and table game drop, which means the total amount of cash, including digital funds transferred from the players' cashless "BoydPay" wallets, deposited in table games drop boxes, plus the sum of the markers issued at all table games, are measures of volume and/or market share. Slot win* and table game hold, which refers to the amount of money wagered on slot machines and table games, respectively, that is retained by us and recorded as gaming revenues. This figure represents the difference between total wagers made by customers and the winnings they receive on slot machines and table games. Slot win percentage and table game hold percentage are not fully controllable by us, and represent the relationship between slot handle to slot win and table game drop to table game hold, respectively.

•	*Food & beverage revenue measures: average guest check, which means the average amount spent per customer visit and is a measure of volume and product offerings; number of guests served* ("food covers"), which is an indicator of volume; and the cost per guest served, which is a measure of operating margin.

•	*Room revenue measures: hotel occupancy rate, which measures the utilization of our available rooms; average daily rate* ("ADR"), which is a price measure; and the cost per room, which is a measure of operating margin.

RESULTS OF OPERATIONS

Overview

	Three Months Ended				Six Months Ended
	June 30,				June 30,
*(In millions)*	2025		2024		2025		2024
Total revenues	$	1,034.0	$	967.5	$	2,025.6	$	1,928.0
Operating income		242.4		227.1		442.3		446.5
Net income		150.4		139.8		261.2		276.3

Total Revenues

Total revenues for the three months ended June 30, 2025 increased by $66.5 million, or 6.9%, compared to the prior year comparable period, primarily due to the following: (i) an increase in online revenue of $43.1 million, which was driven by an increase of $30.4 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners, during the three months ended June 30, 2025, as compared to the prior year comparable period and a $10.7 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Resorts Digital Gaming, LLC ("Boyd Digital") on September 1, 2024; (ii) an increase in gaming revenues of $20.6 million, or 3.2%, driven by an increase in slot handle of 3.6%, slot win of 3.5% and table game hold of 7.1%; and (iii) an increase of $2.5 million related to the Sky River Casino management fee.

Total revenues for the six months ended June 30, 2025 increased by $97.5 million, or 5.1%, compared to the prior year comparable period, primarily due to the following: (i) an increase in online revenue of $66.5 million, which was driven by an increase of $44.0 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners, during the six months ended June 30, 2025, as compared to the prior year comparable period and a $21.6 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Boyd Digital on September 1, 2024; (ii) an increase in gaming revenues of $25.2 million, or 2.0%, driven by an increase in slot handle of 2.6%, slot win of 2.2% and table game hold of 5.9%; and (iii) an increase of $5.4 million related to the Sky River Casino management fee.

Operating Income

Operating income increased by $15.3 million, or 6.7%, for the three months ended June 30, 2025, compared to the prior year comparable period, primarily due to the $66.5 million total revenue increase, as discussed above. While online revenues grew $43.1 million, $30.4 million of the revenue growth is due to reimbursements of gaming taxes and other expenses paid on behalf of our online partners that results in zero operating income as an equal amount is also recorded as an expense.

Operating income decreased by $4.2 million, or 0.9%, for the six months ended June 30, 2025, compared to the prior year comparable period. Operating income was favorably impacted by the $97.5 million revenue growth, as discussed above. While online revenues grew $66.5 million, $44.0 million of the revenue growth is due to reimbursements of gaming taxes and other expenses paid on behalf of our online partners that results in zero operating income as an equal amount is also recorded as an expense. Operating income was unfavorably impacted by a $9.6 million increase in depreciation driven by the new land-based casino at Treasure Chest, which opened in June 2024 and hotel room renovations at multiple properties. Operating income was also unfavorably impacted by a $21.8 million increase in impairment of assets over the prior year comparable period as the Company recorded a long-lived asset impairment charge of $32.3 million during the six months ended June 30, 2025 related to property and equipment in the Las Vegas Locals segment, compared to a $10.5 million impairment charge during the six months ended June 30, 2024 related to a gaming license right in the Midwest & South segment.

Net Income

Net income increased $10.5 million for the three months ended June 30, 2025 , compared to the prior year comparable period, primarily due to the $15.3 million increase in operating income, as discussed above. Net income was unfavorably impacted by an increase in interest expense of $7.6 million primarily due to an increase in the weighted average long-term debt balance of $638.8 million.

Net income de creased $15.1 million for the six months ended June 30, 2025, compared to the prior year comparable period, primarily due to an increase in interest expense of $13.7 million, which was driven by an increase in the weighted average long-term debt balance of $568.9 million, and the $4.2 million operating income decline, as discussed above.

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Operating Revenues

We derive the majority of our revenues from our gaming operations, which produced approximately 65% of revenues for the three and six months ended June 30, 2025, respectively, and 67% of revenues for the three and six months ended June 30, 2024, respectively. Online revenues, including reimbursements received from our third-party operators for gaming taxes and other expenses we pay under collaborative arrangements, represent our next most significant revenue source, generating 17% and 13% of revenues for the three months ended June 30, 2025 and 2024 , respectively, and 17% and 14% of revenues for the six months ended June 30, 2025 and 2024 , respectively. Food & beverage revenues, room revenues, management fee revenues and other revenues each separately contributed 8% or less of revenues during these periods.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
*(In millions)*	2025			2024			2025			2024
REVENUES
Gaming	$	671.4		$	650.8		$	1,310.2		$	1,285.0
Food & beverage		78.2			77.0			152.3			149.6
Room		51.4			52.6			98.9			101.5
Online		173.1			129.9			342.6			276.1
Management fee		23.8			21.3			48.9			43.5
Other		36.1			35.9			72.7			72.3
Total revenues	$	1,034.0		$	967.5		$	2,025.6		$	1,928.0

DEPARTMENTAL OPERATING EXPENSES
Gaming	$	259.6		$	252.1		$	505.7		$	497.8
Food & beverage		65.6			63.2			129.0			125.1
Room		19.5			19.3			38.5			38.1
Online		150.1			112.7			296.1			238.2
Other		12.1			13.2			24.9			26.2
Total departmental operating expenses	$	506.9		$	460.5		$	994.2		$	925.4

MARGINS
Gaming		61.3	%		61.3	%		61.4	%		61.3	%
Food & beverage		16.1	%		17.9	%		15.3	%		16.4	%
Room		62.1	%		63.3	%		61.1	%		62.5	%
Online		13.3	%		13.2	%		13.6	%		13.7	%
Other		66.5	%		63.2	%		65.7	%		63.8	%

Gaming

Gaming revenues are comprised primarily of the net win from our slot machine operations and to a lesser extent from table games win. The increase in gaming revenues of $20.6 million, or 3.2%, during the three months ended June 30, 2025, compared to the prior year comparable period, was primarily due to increases in slot handle of 3.6%, slot win of 3.5% and table game hold of 7.1%.

Gaming revenues increased $25.2 million, or 2.0%, during the six months ended June 30, 2025, compared to the prior year comparable period, and was primarily due to increases in slot handle of 2.6%, slot win of 2.2% and table game hold of 5.9%.

Food & Beverage

Food & beverage revenues increased $1.2 million, or 1.5%, and $2.7 million, or 1.8% during the three and six months ended June 30, 2025, respectively, compared to the prior year comparable periods, primarily due to increases in average guest check of 5.6% and 5.4%, respectively, over the prior year comparable periods.

Room

Room revenues decreased $1.1 million, or 2.2%, and $2.7 million, or 2.7% during the three and six months ended June 30, 2025, respectively, compared to the prior year comparable periods, primarily due to a decline in average daily rate of 2.5% and 2.8%, respectively, over the prior year comparable periods.

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Online

Online revenues increased $43.1 million during the three months ended June 30, 2025, compared to the prior year comparable period, primarily driven by an increase of $30.4 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners and a $10.7 million increase in revenue from Boyd Interactive's operations, driven by the acquisition of Boyd Digital on September 1, 2024.

Online revenues increased $66.5 million during the six months ended June 30, 2025, compared to the prior year comparable period, primarily driven by an increase of $44.0 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners and a $21.6 million increase in revenue from Boyd Interactive's operations, driven by the acquisition of Boyd Digital on September 1, 2024.

Management fee

Management fee revenues during the three months ended June 30, 2025 and 2024 of $23.8 million and $21.3 million, respectively, and during the six months ended June 30, 2025 and 2024 of $48.9 million and $43.5 million, respectively, relate to our management agreement with Wilton Rancheria to manage the Sky River Casino in northern California.

Other

Other revenues relate to patronage visits at the other amenities at our properties, including entertainment and nightclub revenues, retail sales, theater tickets and other venues. Other revenues increased $0.2 million, or 0.5%, and $0.4 million, or 0.6%, during the three and six months ended June 30, 2025, respectively, as compared to the corresponding periods of the prior year.

Revenues and Adjusted EBITDAR by Reportable Segment

We determine profitability based on Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent ("Adjusted EBITDAR"), which represents earnings before interest expense, interest income, income taxes, depreciation and amortization, deferred rent, master lease rent expense, other operating items, net, share-based compensation expense, project development, preopening and writedown expenses, impairments of assets, gain or loss on early extinguishments and modifications of debt, net income (loss) attributable to noncontrolling interest and other items, net, as applicable. 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 our Online segment. Results for Downtown Las Vegas include the results of our travel agency located in Hawaii. Results for our nonreportable operating segments, including Lattner and our Sky River Casino management fees, are aggregated in the Managed & Other category. Corporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other expenses that are not directly related to our casino, hotel and online operations. Furthermore, for purposes of this presentation, corporate expense excludes its portion of share-based compensation expense.

EBITDAR is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance with accounting principles generally accepted in the United States of America ("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.

The following table presents total revenues and Adjusted EBITDAR by Reportable Segment and our Managed & Other category to reconcile to total revenues and total Adjusted EBITDAR:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
*(In millions)*	2025			2024			2025			2024
Total revenues
Las Vegas Locals	$	229.1		$	225.1		$	451.9		$	450.7
Downtown Las Vegas		55.2			57.7			112.5			111.2
Midwest & South		540.1			521.7			1,044.7			1,022.5
Online		173.1			129.9			342.6			276.1
Managed & Other		36.5			33.1			73.9			67.5
Total revenues	$	1,034.0		$	967.5		$	2,025.6		$	1,928.0

Adjusted EBITDAR (1)
Las Vegas Locals	$	112.7		$	109.2		$	219.3		$	219.7
Downtown Las Vegas		19.4			22.0			40.3			39.8
Midwest & South		201.4			195.5			384.6			376.5
Online		22.3			17.1			45.6			37.5
Managed & Other		26.0			23.1			53.3			47.9
Corporate expense		(23.9	)		(22.7	)		(47.7	)		(46.7	)
Adjusted EBITDAR	$	357.9		$	344.2		$	695.4		$	674.7

⁽¹⁾ Refer to Note 9, Segment Information, in the notes to the condensed consolidated financial statements (unaudited) for a reconciliation of Adjusted EBITDAR to net income attributable to Boyd Gaming, as reported in accordance with GAAP in our accompanying condensed consolidated statements of operations.

Las Vegas Locals

Total revenues increased by $4.0 million, or 1.8%, during the three months ended June 30, 2025, as compared to the prior year comparable period driven by gaming revenues. Gaming revenues increased $3.5 million primarily due to increases in slot win of 3.2% and slot handle of 2.3%.

Table of Contents

Total revenues increased by $1.2 million, or 0.3%, during the six months ended June 30, 2025, as compared to the prior year comparable period. Gaming revenues increased $2.8 million primarily due to increases in slot win of 1.8% and slot handle of 1.3%. Food & beverage revenues increased $1.9 million which was attributable to a 3.2% increase in food covers and 5.3% increase in average guest check. Offsetting these revenue increases, was a $3.5 million decline in room revenues. The decrease in room revenues was attributable to declines in average daily rate of 6.2% and hotel occupancy rate of 1.6% over the prior year comparable period. The reduction in average daily rate and hotel occupancy rate was driven primarily from the prior year benefiting from the Super Bowl held in Las Vegas during the first quarter of 2024.

Adjusted EBITDAR increased by $3.5 million, or 3.2%, and decreased by $0.4 million, or 0.2%, during the three and six months ended June 30, 2025, respectively, as compared to the prior year comparable periods, due primarily to the revenue changes for the respective time periods discussed above. At our Las Vegas Locals properties, gaming and room revenues are the highest margin revenue streams while food & beverage revenues have the lowest margin and are significantly lower than gaming and room margins. The shift in the revenue growth to higher margin revenue streams for the three months ended June 30, 2025, contributed more favorably to Adjusted EBITDAR growth for this period as compared to the six months ended June 30, 2025.

Downtown Las Vegas

Total revenues decreased by $2.4 million, or 4.2%, during the three months ended June 30, 2025, as compared to the prior year comparable period, driven by a decline in gaming revenues of $2.6 million due to decreases in slot win of 7.6% and slot handle of 6.4%. We continue to tailor our marketing programs in the Downtown Las Vegas segment to focus on the Hawaiian market. The Hawaiian market represented approximately 53% and 56% of our occupied rooms in this segment during the three months ended June 30, 2025 and 2024, respectively. The second quarter of 2024 benefited from increased visitation from our Hawaiian customers, as elevated airfare prices in the first quarter of 2024 due to the Super Bowl in Las Vegas reduced Hawaiian visitation in the first quarter of 2024.

Total revenues increased by $1.3 million, or 1.2%, during the six months ended June 30, 2025, as compared to the prior year comparable period, reflecting revenue increases in all departmental categories. Room revenues increased by $0.7 million primarily due to an increase in the hotel occupancy rate of 3.3%.

Adjusted EBITDAR decreased by $2.6 million, or 11.9% , and increased by $0.5 million, or 1.2% , during the three and six months ended June 30, 2025 , respectively, as compared to the prior year comparable periods, due primarily to the revenue changes for the respective time periods discussed above.

Midwest & South

Total revenues increased by $18.3 million, or 3.5%, during the three months ended June 30, 2025, as compared to the corresponding period of the prior year. Gaming revenues increased $18.9 million which was attributable to increases in table game hold of 10.4%, slot handle of 5.2% and slot win of 4.4% over the prior year comparable period. The increases were primarily driven by Treasure Chest, which opened its new land-based casino in June 2024.

Total revenues increased by $22.1 million, or 2.2%, during the six months ended June 30, 2025, as compared to the corresponding period of the prior year, reflecting revenue increases in all departmental categories. Gaming revenues increased $20.9 million which was attributable to increases in table game hold of 8.4%, slot handle of 3.4% and slot win of 2.5% over the prior year comparable period. The increases were driven by Treasure Chest, which opened its new land-based casino in June 2024.

Adjusted EBITDAR increased by $5.9 million, or 3.0%, and $8.2 million, or 2.2%, during the three and six months ended June 30, 2025, respectively, as compared to the corresponding prior year periods, due primarily to the gaming revenues increase, as discussed above.

Online

Online revenu es increased $66.5 million during the six months ended June 30, 2025 , compared to the prior year comparable period, primarily driven by an increase of $44.0 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners and a $21.6 million increase in revenue from Boyd Interactive's operations, driven by the acquisition of Boyd Digital on September 1, 2024.

Adjusted EBITDAR increased $5.2 million and $8.0 million during the three and six months ended June 30, 2025, respectively, as compared to the corresponding periods of the prior year. As discussed earlier, there is an equal amount of expense recorded for the revenue recorded related to the reimbursement of gaming taxes and other expenses, thus resulting in no impact to Adjusted EBITDAR. As such, the Adjusted EBITDAR increase for the three and six months ended June 30, 2025, is driven primarily by the revenue increase from Boyd Interactive's operations.

Managed & Other

During the three and six months ended June 30, 2025 , total revenues increased by $3.4 million and $6.3 million, respectively, and Adjusted EBITDAR increased by $2.8 million, and $5.4 million, respectively, as compared to the corresponding period of the prior year, primarily due to a $2.5 million and $5.4 million increase in Sky River Casino management fees for the three and six months ended June 30, 2025 , respectively.

Table of Contents

Other Operating Costs and Expenses

The following costs and expenses, as presented in our condensed consolidated statements of operations, are further discussed below:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
*(In millions)*	2025		2024		2025		2024
Selling, general and administrative	$	110.1	$	105.1	$	217.9	$	213.3
Master lease rent expense		28.4		27.9		56.6		55.1
Maintenance and utilities		37.3		36.9		74.0		71.7
Depreciation and amortization		70.0		65.7		138.2		128.6
Corporate expense		35.4		31.3		65.3		60.6
Project development, preopening and writedowns		2.8		7.6		1.2		10.6
Impairment of assets		—		—		32.3		10.5
Other operating items, net		0.8		5.4		3.5		5.9

Selling, General and Administrative

Selling, general and administrative expens es, as a percentage of revenues, were 10.6% and 10.9% during the three months ended June 30, 2025 and 2024, respectively, and 10.8% and 11.1% during the six months ended June 30, 2025 and 2024, respectively. While we continue to focus on our disciplined operating model and targeted marketing approach, selling, general and administrative expense s, as a percentage of revenues, were favorably impacted by the increase in revenues over the prior year comparable period.

Master Lease Rent Expense

Master lease rent expense represents rent expense incurred by four of our properties which are subject to two master lease agreements with a real estate investment trust. Master lease rent expense remained generally flat period over period at $28.4 million and $27.9 million during the three months ended June 30, 2025 and 2024, respectively, and $56.6 million and $55.1 million during the six months ended June 30, 2025 and 2024, respectively.

Maintenance and Utilities

Maintenance and utilities expenses, as a percentage of re venues, remained generally consistent at 3.6% and 3.8% during the three months ended June 30, 2025 and 2024, respectively, and 3.7% for both the six months ended June 30, 2025 and 2024.

Depreciation and Amortization

Depreciation and amortization expenses were $70.0 million and $65.7 million during the three months ended June 30, 2025 and 2024 , respectively, and $138.2 million and $128.6 million during the six months ended June 30, 2025 and 2024, respectivel y. The increase for both periods presented is primarily attributable to the new land-based casino at Treasure Chest, which opened in June 2024 and hotel room renovations at multiple properties.

Corporate Expense

Corporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other expenses that are not directly related to our casino, hotel and online operations, in addition to the corporate portion of share-based compensation expense. Corporate expense was generally consistent and represented 3.4% and 3.2% of revenues during the three months ended June 30, 2025 and 2024 , respectively, and 3.2% and 3.1% during the six months ended June 30, 2025 and 2024, respectively .

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 do not qualify as capital costs; (iii) asset writedowns; and (iv) realized gains arising from asset dispositions. Such costs are generally nonrecurring in nature and vary from period to period as the volume of underlying activities fluctuates. During the three months ended June 30, 2025 , project development, preopening and writedowns included $1.8 million in preopening costs. During the three months ended June 30, 2024, the Company incurred $5.9 million in project development and preopening cost, primarily related to the opening of the Treasure Chest land-based casino, and $1.1 million in demolition costs. During the six months ended June 30, 2025 , project development, preopening and writedowns included $2.7 million of preopening expenses and $1.1 million of asset writedowns offset by $2.5 million in insurance proceeds related to an asset disposition. During the six months ended June 30, 2024, the Company incurred $6.9 million in project development and preopening costs, primarily related to the opening of the Treasure Chest land-based casino, and $3.0 million in demolition costs.

Impairment of Assets

During the six months ended June 30, 2025, as a result of our first quarter 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. During the six months ended June 30, 2024, as a result of our first quarter impairment review, the Company recorded an impairment charge of $10.5 million for a gaming license right related to our Midwest & South segment.

Other Operating Items, net

Other operating items, net, is generally comprised of miscellaneous non-recurring operating charges, including severance payments to separated employees, natural disasters and severe weather impact, including hurricane and flood expenses, and subsequent recoveries of such costs, as applicable.

Other Expenses

Interest Expense, net

The following table summarizes information with respect to our interest expense on outstanding indebtedness:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
*(In millions)*	2025			2024			2025			2024
Interest expense, net of capitalized interest and interest income	$	49.3		$	42.5		$	96.9		$	84.4
Average long-term debt balance (1)		3,555.9			2,917.0			3,474.9			2,906.0
Weighted average interest rates		5.4	%		5.6	%		5.4	%		5.6	%

⁽¹⁾ Average debt balance calculation does not include the related discounts or deferred finance charges.

Interest expense, net of capitalized interest and interest income, for the three months ended June 30, 2025, increased $6.8 million, or 15.9%, from the prior year comparable period and is primarily driven by an increase in the weighted average debt balance of $638.8 million offset by an approximate 20 basis point decrease in the weighted average interest rate. Interest expense, net of capitalized interest and interest income, for the six months ended June 30, 2025, increased $12.5 million, or 14.8%, from the prior year comparable period primarily due to an increase in the weighted average debt balance of $568.9 million offset by an approximate 20 basis point decrease in the weighted average interest rate.

Income Taxes

The effective tax rates during the six months ended June 30, 2025 and 2024 were 24.3% and 23.7%, respectively. Our tax rate for the six months ended June 30, 2025, was unfavorably impacted by state taxes, nondeductible compensation, including a one-time discrete charge which was partially offset by excess tax benefits related to equity compensation and tax credits. Our tax rate for the six months ended June 30, 2024, was unfavorably impacted by state taxes, nondeductible expenses, including nondeductible compensation and employee benefit expenses, which were partially offset by excess tax benefits related to equity compensation and tax credits, as a component of the provision for income taxes.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation and the business interest expense limitation, and a broad range of other tax provisions. Accounting Standards Codification 740, Income Taxes, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. As the legislation was signed into law after the close of our second quarter, the impacts are not included in our operating results for the six months ended June 30, 2025.

LIQUIDITY AND CAPITAL RESOURCES

Financial Position

We generally operate with minimal or negative levels of working capital in order to minimize borrowings and related interest costs. At June 30, 2025 and December 31, 2024, we had cash and cash equivalents of $320.1 million and $316.7 million, respectively. In addition, we held restricted cash balances of $5.9 million and $4.7 million at June 30, 2025 and December 31, 2024, respectively. Our working capital deficit at June 30, 2025 and December 31, 2024, was $88.8 million and $61.2 million, respectively.

We believe that current cash balances together with the available borrowing capacity under our Revolving Credit Facility (as defined in Indebtedness below) and cash flows from operating activities will be sufficient to meet our liquidity and capital resource needs for the next twelve months, including our projected operating requirements and maintenance capital expenditures. See Indebtedness below for further detail regarding funds available through our Credit Facility.

The Company may also seek to secure additional working capital, repay respective current debt maturities, or fund respective development projects, in whole or in part, through incremental bank financing and additional debt or equity offerings, to the extent such offerings are allowed under our debt agreements.

Cash Flows Summary

	Six Months Ended
	June 30,
*(In millions)*	2025			2024
Net cash provided by operating activities	$	461.4		$	463.8

Cash flows from investing activities
Capital expenditures		(294.3	)		(204.0	)
Payments received on note receivable		—			0.2
Advances made under note receivable		(31.8	)		—
Cash paid for asset acquisitions		(41.5	)		—
Other investing activities		(8.3	)		(1.7	)
Net cash used in investing activities		(375.9	)		(205.5	)

Cash flows from financing activities
Net borrowings under credit facility		387.8			41.3
Share-based compensation activities		(6.0	)		(9.6	)
Shares repurchased and retired		(433.0	)		(281.2	)
Dividends paid		(29.4	)		(31.8	)
Other financing activities		—			(0.1	)
Net cash used in financing activities		(80.6	)		(281.4	)
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash		(0.3	)		(0.1	)
Increase (decrease) in cash, cash equivalents and restricted cash	$	4.6		$	(23.2	)

Cash Flows from Operating Activities

During the six months ended June 30, 2025 and 2024, we generated consistent operating cash flows of $461.4 million and $463.8 million, respectively.

Cash Flows from Investing Activities

Our industry is capital intensive and we use cash flows for acquisitions, facility expansions, investments in future development or business opportunities and maintenance capital expenditures.

During the six months ended June 30, 2025, we incurred net cash outflows for investing activities of $375.9 million comprised of the following: (i) capital expenditures of $294.3 million, primarily related to our various guest room remodels, meeting and convention space at Ameristar St. Charles, casino development in Norfolk, Virginia and new Cadence Crossing casino, slot machines, land, IT equipment and building projects at various properties; (ii) cash paid for asset acquisitions of $41.5 million; and (iii) advances made under a note receivable of $31.8 million. During the six months ended June 30, 2024, we incurred net cash outflows for investing activities of $205.5 million comprised of capital expenditures of $204.0 million, primarily related to our Treasure Chest land-based casino project, various guest room remodels, slot machines, IT equipment and building projects at various properties.

Cash Flows from Financing Activities

We rely on our financing cash flows to provide funding for investment opportunities, repayments of obligations, returning capital to shareholders and ongoing operations.

The net cash outflows from financing activities during the six months ended June 30, 2025 is primarily driven by share repurchases and dividends paid, reflecting the priority of our capital return program and focus on returning capital to shareholders. During the first half of 2025, we increased borrowings under the Credit Facility as we increased our share repurchase activity, resulting in net borrowings under the Credit Facility during the six months ended June 30, 2025, of $387.8 million driven by the $433.0 million in share repurchases for the six months ended June 30, 2025. The net cash outflows from financing activities during the six months ended June 30, 2024, primarily reflect share repurchases, incremental borrowings under our Credit Facility, share-based compensation and dividends paid.

Indebtedness

The outstanding principal balances of long-term debt, before unamortized discounts and fees, and the changes in those balances are as follows:

	June 30,		December 31,
*(In millions)*	2025		2024		Increase
Credit facility	$	1,688.1	$	1,300.3	$	387.8
4.750% senior notes due 2027		1,000.0		1,000.0		—
4.750% senior notes due 2031		900.0		900.0		—
Total long-term debt		3,588.1		3,200.3		387.8
Less current maturities		44.0		44.0		—
Long-term debt, net	$	3,544.1	$	3,156.3	$	387.8

Amounts Outstanding

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

	June 30,		December 31,
*(In millions)*	2025		2024
Revolving Credit Facility	$	905.0	$	475.0
Term A Loan		737.0		759.0
Swing Loan		46.1		66.3
Total outstanding principal amounts	$	1,688.1	$	1,300.3

The blended interest rate for outstanding borrowings under the Credit Facility was 6.1% and 6.2% at June 30, 2025 and December 31, 2024.

Debt Service Requirements

Debt service requirements for the Term A Loan include amortization in an annual amount equal to 5.00% of the original principal amount thereof, payable on a quarterly basis. Additionally, under the Credit Facility we have monthly to quarterly interest payment obligations, depending on the rates we lock in, for the Term A Loan, unused line interest payments and any outstanding borrowings under the Revolving Credit Facility, including the Swing Loan. Debt service requirements under our current outstanding senior notes consist of semi-annual interest payments (based upon a fixed annual interest rate of 4.750%) and principal repayments of our $1.0 billion aggregate principal amount of 4.750% Senior Notes due 2027 ("4.750% Senior Notes due 2027") and our $0.9 billion aggregate principal amount of 4.750% Senior Notes due 2031 ("4.750% Senior Notes due 2031").

Covenant Compliance

As of June 30, 2025, we were in compliance with the financial covenants of our debt instruments.

The indentures governing the senior notes contain provisions that allow for the incurrence of additional indebtedness, if after giving effect to such incurrence, the fixed charge coverage ratio (as defined in the respective indentures, which is a ratio of our consolidated EBITDA to fixed charges, including interest) for the trailing four quarter period on a pro forma basis would be at least 2.0 to 1.0. Should this provision prohibit the incurrence of additional debt, we may still borrow under our existing Credit Facility to the extent that borrowing capacity remains under that agreement, as well as from other funding sources as provided under our debt agreements.

Guarantor Financial Information

In connection with the issuance of our 4.750% Senior Notes due 2027 and our 4.750% Senior Notes due 2031 (collectively, the "Guaranteed Notes" or "Senior Notes"), certain of the Company's wholly owned subsidiaries (the "Guarantors") provide guarantees of those indentures. These Guaranteed Notes 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.

Summarized combined balance sheet information for the parent company and the Guarantors is as follows:

	June 30,		December 31,
*(In millions)*	2025		2024
Current assets	$	481.5	$	493.6
Noncurrent assets		10,968.6		10,462.7
Current liabilities		555.1		543.6
Noncurrent liabilities		4,562.5		4,198.9

Summarized combined results of operations for the parent company and the Guarantors is as follows:

	Six Months Ended
*(In millions)*	June 30, 2025
Revenues	$	1,965.7
Operating income		902.7
Income before income taxes		807.5
Net income		722.9

Share Repurchase Program

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, 2024 and July 17, 2025. As of June 30, 2025 and prior to the additional authorization on July 17, 2025, we were authorized to repurchase up to an additional $207.5 million in shares of our common stock under the Share Repurchase Program. We repurchased 1.5 million shares and 3.1 million shares during the three months ended June 30, 2025 and 2024, respectively, and 5.9 million and 4.8 million shares during the six months ended June 30, 2025 and 2024, respectively.

Subject to applicable laws, repurchases under the Share Repurchase Program may be made at such times and in such amounts as we deem appropriate. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations related to our outstanding Senior Notes and our Credit Facility. We are not obligated to repurchase any shares under this program, and purchases under the Share Repurchase Program can be discontinued at any time at our sole discretion. We intend to fund the repurchases under the Share Repurchase Program with existing cash resources, cash generated from operations and availability under our Credit Facility.

We have in the past, and may in the future, acquire our debt or 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 may determine.

Quarterly Dividend Program

Dividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding payment of dividends, such as restricted payment limitations related to our outstanding Senior Notes and our Credit Facility.

The dividends declared by the Board of Directors under this program are:

Declaration date	Record date	Payment date	Amount per share
December 7, 2023	December 22, 2023	January 15, 2024	$	0.16
February 28, 2024	March 15, 2024	April 15, 2024		0.17
May 9, 2024	June 15, 2024	July 15, 2024		0.17
December 5, 2024	December 16, 2024	January 15, 2025		0.17
February 20, 2025	March 17, 2025	April 15, 2025		0.18
May 8, 2025	June 16, 2025	July 15, 2025		0.18

Other Items Affecting Liquidity

We anticipate funding our capital requirements using cash on hand, cash being generated from our operations and availability under our Credit Facility, to the extent availability exists after we meet our working capital needs for the next twelve months. Any additional financing that is needed may not be available to us or, if available, may not be on terms favorable to us. The outcome of the specific matters discussed herein, including our commitments and contingencies, may also affect our liquidity.

Commitments

Capital Spending and Development

We currently estimate that our annual cash capital requirements to perform ongoing refurbishment and maintenance at our properties is approximately $250 million. In addition, we expect to spend an additional $100 million in 2025 for hotel renovation projects at three of our gaming entertainment properties. We intend to fund our capital expenditures through cash on hand, our Credit Facility and operating cash flows.

In addition to the maintenance capital spending discussed above, we continue to pursue other potential development projects that may require us to invest significant amounts of capital. In 2025, we expect to spend an additional $100 million in growth projects, which includes the expansion of meeting and convention space at Ameristar St. Charles and construction of a new casino, Cadence Crossing. This new 10,000 square foot casino featuring 450 slots and several restaurants will replace our Jokers Wild casino and will be built on the site that currently holds our Jokers Wild casino.

Finally, we are expanding our portfolio with a $750 million resort development in Norfolk, Virginia. We plan to open a modest transitional casino in late 2025 and the resort, featuring a 65,000 square-foot casino, a 200-room hotel, eight food and beverage outlets and other amenities, in late 2027. We expect to spend between $150 million and $200 million on this project in 2025.

During the six months ended June 30, 2025, the company spent approximately $294 million of the total estimated $600 million to $650 million of capital spend expected in 2025.

Other Opportunities

We regularly investigate and pursue additional expansion opportunities in markets where casino gaming, including online gaming, is currently permitted. We also pursue expansion opportunities in jurisdictions where casino and online gaming is not currently permitted in order to be prepared to develop projects upon approval of casino or online gaming. Such expansions will be affected and determined by several key factors, which may include the following:

	•	the outcome of gaming license selection processes;
	•	the approval of gaming in jurisdictions where we have been active but where casino or online gaming is not currently permitted;
	•	identification of additional suitable investment opportunities in current gaming jurisdictions; and
	•	availability of acceptable financing.

Additional projects may require us to make substantial investments or may cause us to incur substantial costs related to the investigation and pursuit of such opportunities, which we may fund through cash flow from operations or availability under our Credit Facility. To the extent such sources of funds are not sufficient, we may also seek to raise additional funds through public or private equity or debt financings or from other sources to the extent such financing is available.

After receiving approval from the City Council of Norfolk, Virginia in October 2024, we are executing on an opportunity for a new casino resort development in Norfolk, Virginia. As discussed above in Capital Spending and Development, we expect to open a modest transitional facility in late 2025 and the resort in late 2027.

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, would not have a material effect on our business, financial position, results of operations or cash flows.

Off Balance Sheet Arrangements

There have been no material changes to our off balance sheet arrangements described under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 21, 2025.

Critical Accounting Estimates

There have been no material changes to our critical accounting policies described under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 21, 2025.

Recently Issued Accounting Pronouncements

For information with respect to recent accounting pronouncements and the impact of these pronouncements on our condensed consolidated financial statements, see Note 1, Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements, in the notes to the condensed consolidated financial statements (unaudited).

Important Information Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements contain words such as "may," "will," "might," "expect," "believe," "anticipate," "could," "would," "estimate," "pursue," "target," "project," "intend," "plan," "seek," "should," "assume," and "continue," or the negative thereof or comparable terminology. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially from such forward-looking statements include:

	•	the general effect, and expectation, of the national and global economy on our business, including but not limited to interest rates and inflationary pressures, as well as the economies where each of our properties are located;
	•	our business model, areas of focus and strategy for driving business results;
	•	our ability to maintain the integrity of our information technology systems and to protect our internal information;
	•	impacts caused by public health emergencies and man-made or natural disasters we may encounter;
	•	competition, including expansion of gaming into additional markets including online gaming, our ability to respond to such competition, and our expectations regarding continued competition in the markets in which we compete;
	•	our expectations regarding the expansion of sports betting and online wagering;
	•	our expectation regarding future trends affecting the gaming industry and the impact of these trends on growth in our industry, future development opportunities and merger and acquisition activity in general;
	•	our compliance with government regulations, including our ability to receive and maintain necessary approvals for our projects;
	•	the sufficiency of our cash flows from operating activities and financing sources to meet our projected operating and maintenance capital expenditures for the next twelve months;

	•	indebtedness, including our ability to refinance or pay amounts outstanding under our credit agreement and our unsecured notes, when they become due and our compliance with related covenants, and our expectation that we will need to refinance all or a portion of our respective indebtedness at or before maturity;
	•	our belief that all pending litigation claims, if adversely decided, will not have a material effect on our business, financial position, results of operations or cash flows;
	•	our estimates and expectations regarding anticipated taxes, tax credits or tax refunds;
	•	our asset impairment analyses and our intangible asset and goodwill impairment tests; and
	•	the likelihood of interruptions to our rights in the land we lease under long-term leases for certain of our hotels and casinos.

Additional factors that could cause actual results to differ are discussed in Part I. Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024, and in other current and periodic reports filed from time to time with the SEC. All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. We do not hold any market risk sensitive instruments for trading purposes. Our primary exposure to market risk is interest rate risk, specifically long-term United States ("US") treasury rates and the applicable spreads in the high-yield investment market, short-term and long-term SOFR rates, and their potential impact on our long-term debt. We are also exposed to commodity prices and potential tariffs on goods purchased from outside the US. Our exposure is mitigated as a significant majority of our purchases, both operating and for our construction projects, are from US based suppliers. Finally, we are exposed to a lesser extent to foreign currency exchange risk for funds held in our Canadian operating and restricted cash accounts. While there is risk of fluctuations in the foreign exchange rate between the Canadian dollar and US dollar, our exposure is limited given the size of our Canadian operations and the minimal amount of cash held in Canadian bank accounts. A weakening or strengthening of the US dollar to the Canadian dollar by 2x the current conversion rate, would not cause the value of the funds held in the Canadian operating and restricted cash accounts to change significantly. We do not currently utilize derivative financial instruments for trading or speculative purposes.

As of June 30, 2025, our long-term variable-rate borrowings represented approximately 47.0% of total long-term debt. Based on June 30, 2025 debt levels, a 100 basis point change in the interest rate would cause our annual interest costs on variable-rate borrowings to change by approximately $16.9 million. We believe there have been no other material changes in our exposure to market risks as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 21, 2025.

See also Liquidity and Capital Resources above.

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Item 4. Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q (the "Report"), we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on the evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.

Other than the second phase implementation of our new Enterprise Resource Planning System, including human capital management, payroll and timekeeping functions, during our most recent fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

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PART II. Other Information

Item 1. Legal Proceedings

We are parties to various legal proceedings arising in the ordinary course of business. We believe that all pending claims, if adversely decided, would not have a material adverse effect on our business, financial position, results of operations or cash flows.

Item 1A. Risk Factors

There were no material changes from the risk factors previously disclosed in Part I. Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 21, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table discloses share repurchases that we have made pursuant to our share repurchase program during the three months ended June 30, 2025.

					Total Number of Shares		Approximate Dollar Value
	Total Number of		Average Price Paid		Purchased as Part of a		That May Yet Be Purchased
Period	Shares Purchased (1)		Per Share		Publicly Announced Plan		Under the Plan (2)
April 1, 2025 through April 30, 2025		528,642	$	65.12		528,642	$	278,029,819
May 1, 2025 through May 31, 2025		495,232		72.99		495,232		241,882,258
June 1, 2025 through June 30, 2025		456,232		75.46		456,232		207,456,049
Total		1,480,106	$	70.94		1,480,106	$	207,456,049

⁽¹⁾ All shares repurchased are covered by our share repurchase program as approved by our Board of Directors (the "Share Repurchase Program"). The Board of Directors approved $300.0 million for our Share Repurchase Program on October 21, 2021, and an additional $500.0 million to the Share Repurchase Program on each of June 1, 2022, May 4, 2023, May 9, 2024, December 5, 2024 and July 17, 2025 for a total authorization of $2.8 billion. The Share Repurchase Program has no expiration date.

⁽²⁾ Total approximate dollar value that may yet be purchased under the plan as of June 30, 2025, excludes consideration of the additional $500.0 million share repurchase authorization approved by the Board of Directors on July 17, 2025.

Item 5. Other Information

None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended June 30, 2025, as such terms are defined under Item 408(a) of Regulation S-K.

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Item 6.

Exhibits

Exhibit Number	Document of Exhibit	Method of Filing
2.1	Equity Purchase Agreement, entered into on July 10, 2025, by and among FanDuel Group Parent, LLC, a Delaware limited liability company, TSE Holdings Ltd., and Boyd Interactive Gaming Holdings, L.L.C., a Nevada limited liability company.	Incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on July 15, 2025.

22	List of Guarantor Subsidiaries of Boyd Gaming Corporation.	Incorporated by reference to Exhibit 22 of the Registrant's Quarterly Report on Form 10-Q, filed with the SEC on May 2, 2025.

31.1	Certification of the Chief Executive Officer of the Registrant pursuant to Exchange Act rule 13a-14(a).	Filed electronically herewith

31.2	Certification of the Chief Financial Officer of the Registrant pursuant to Exchange Act rule 13a-14(a).	Filed electronically herewith

32.1	Certification of the Chief Executive Officer of the Registrant pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. § 1350.	Furnished electronically herewith

32.2	Certification of the Chief Financial Officer of the Registrant pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. § 1350.	Furnished electronically herewith

101	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, (ii) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024, (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity for each of the quarters within the six months ended June 30, 2025 and 2024, (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024, and (vi) Notes to Condensed Consolidated Financial Statements.	Filed electronically herewith

104	Inline XBRL for cover page of the Company's Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.	Filed electronically herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on July 30, 2025.

		BOYD GAMING CORPORATION

	By:	/s/ Lori M. Nelson
		Lori M. Nelson
		Senior Vice President Financial Operations and Reporting and
		Chief Accounting Officer