0000906553 BOYD GAMING CORP false --12-31 FY 2025 Cybersecurity represents a critical component of the Company’s overall approach to risk management. The Company’s cybersecurity policies, standards and practices are fully integrated into our approach to risk management, and cybersecurity risks are among the core enterprise risks that are subject to oversight by our Board of Directors (the "Board"). The Company uses recognized frameworks from the National Institute of Standards and Technology as guidelines to inform its cybersecurity policies, standards, and practices. We generally approach cybersecurity matters through a cross-functional, multilayered approach, with specific goals of: (i) identifying, preventing and mitigating cybersecurity threats to the Company; (ii) preserving the confidentiality, integrity and availability of the information that we collect and store to use in our business; (iii) protecting our intellectual property; (iv) maintaining the confidence of our customers, clients and business partners; and (v) providing appropriate public disclosure of cybersecurity risks and incidents when required. true true true Our Board oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that management implements to address risks from cybersecurity threats. Our Board receives regular presentations and reports on cybersecurity risks, which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to our peers and third parties. Our Board also receives prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding such incident until it has been addressed. At least quarterly, the Board discusses the Company’s approach to cybersecurity risk management with our CISO. Our Board oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that management implements to address risks from cybersecurity threats. Our Board receives regular presentations and reports on cybersecurity risks, which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to our peers and third parties. Our Board also receives prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding such incident until it has been addressed. At least quarterly, the Board discusses the Company’s approach to cybersecurity risk management with our CISO. Our Board oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that management implements to address risks from cybersecurity threats. Our Board receives regular presentations and reports on cybersecurity risks, which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to our peers and third parties. Our Board also receives prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding such incident until it has been addressed. At least quarterly, the Board discusses the Company’s approach to cybersecurity risk management with our CISO. true true Our CISO is the member of our management team that is principally responsible for overseeing our cybersecurity program, in partnership with other business leaders across the Company. Our CISO has served in various roles in information technology and information security for over 25 years and holds a degree in Business Administration with a major in Accounting and Finance and a graduate degree in International Management. Our CISO also holds advanced certifications as a Certified Information Systems Security Professional and as a Qualified Technology Executive granted by Digital Directors Network and works in coordination with the other members of management, including, but not limited to, the Company’s President and Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, and General Counsel. Our Chief Technology Officer holds an undergraduate degree in computer science and economics from Northwestern and has served in various roles in information technology for over 34 years with Boyd Gaming and numerous other public companies. The Company’s President and Chief Executive Officer, Chief Financial Officer, and General Counsel each hold undergraduate and graduate degrees in their respective fields, and each has years of experience with managing risks at the Company and in environments similar to the Company’s, including risks arising from cybersecurity threats. Our CISO is the member of our management team that is principally responsible for overseeing our cybersecurity program, in partnership with other business leaders across the Company. Our CISO has served in various roles in information technology and information security for over 25 years and holds a degree in Business Administration with a major in Accounting and Finance and a graduate degree in International Management. Our CISO also holds advanced certifications as a Certified Information Systems Security Professional and as a Qualified Technology Executive granted by Digital Directors Network and works in coordination with the other members of management, including, but not limited to, the Company’s President and Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, and General Counsel. Our Chief Technology Officer holds an undergraduate degree in computer science and economics from Northwestern and has served in various roles in information technology for over 34 years with Boyd Gaming and numerous other public companies. The Company’s President and Chief Executive Officer, Chief Financial Officer, and General Counsel each hold undergraduate and graduate degrees in their respective fields, and each has years of experience with managing risks at the Company and in environments similar to the Company’s, including risks arising from cybersecurity threats. Our CISO is the member of our management team that is principally responsible for overseeing our cybersecurity program, in partnership with other business leaders across the Company. Our CISO has served in various roles in information technology and information security for over 25 years and holds a degree in Business Administration with a major in Accounting and Finance and a graduate degree in International Management. Our CISO also holds advanced certifications as a Certified Information Systems Security Professional and as a Qualified Technology Executive granted by Digital Directors Network and works in coordination with the other members of management, including, but not limited to, the Company’s President and Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, and General Counsel. Our Chief Technology Officer holds an undergraduate degree in computer science and economics from Northwestern and has served in various roles in information technology for over 34 years with Boyd Gaming and numerous other public companies. The Company’s President and Chief Executive Officer, Chief Financial Officer, and General Counsel each hold undergraduate and graduate degrees in their respective fields, and each has years of experience with managing risks at the Company and in environments similar to the Company’s, including risks arising from cybersecurity threats. Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected the Company, including our business strategy, results of operations, or financial condition. We believe with the cybersecurity and governance program we have in place that we have and continue to implement effective processes and controls to prevent cybersecurity incidents from being reasonably likely to materially affect the Company. Refer to "Item 1A. Risk Factors" in this annual report on Form 10-K, including “Failure to maintain the integrity of our information technology systems, protect our internal information, or comply with applicable privacy and data security regulations could adversely affect us”, for additional discussion about cybersecurity-related risks. false 5,557 0 141 0 6 0 2,809 0 98,754 0 255 0 1,932 0 1,388 0 0.01 0.01 5,000,000 5,000,000 0.01 0.01 200,000,000 200,000,000 76,368,491 76,368,491 86,184,155 86,184,155 0.64 0.68 0.72 4 2 40 5 40 1 12 0.8 7 12 7 5 0 http://fasb.org/us-gaap/2025#AssetImpairmentCharges http://fasb.org/us-gaap/2025#AssetImpairmentCharges 0 http://fasb.org/us-gaap/2025#AssetImpairmentCharges http://fasb.org/us-gaap/2025#AssetImpairmentCharges 5 7 http://fasb.org/us-gaap/2025#AssetImpairmentCharges http://fasb.org/us-gaap/2025#AssetImpairmentCharges http://fasb.org/us-gaap/2025#AccruedLiabilitiesCurrent http://fasb.org/us-gaap/2025#AccruedLiabilitiesCurrent 1.4 0 13.3 2011 2012 2013 2020 1.6 1.9 3.5 3.5 10 7 2 5 1 http://fasb.org/us-gaap/2025#AccruedLiabilitiesCurrent http://fasb.org/us-gaap/2025#AccruedLiabilitiesCurrent http://fasb.org/us-gaap/2025#AccruedLiabilitiesCurrent 500.0 500.0 500.0 500.0 10 3 0 0 0.33 0.33 0.33 3 3 0 0 0.8 4 April 15, 2026 March 16, 2026 false false false false true true Shares repurchased reflect repurchases settled during the twelve months ended December 31, 2025, 2024 and 2023. These amounts exclude repurchases, if any, traded but not yet settled on or before December 31 of each year. Jurisdiction did not meet the disclosure requirements for the years ended December 31, 2024 and 2023 and as such are presented as zero. All shares repurchased have been retired and constitute authorized but unissued shares. Costs exclude 1% excise tax on corporate stock buybacks. 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. Revenues for the years ended December 31, 2024 and 2023 have been recast to reflect the change made during 2025 to separate online reimbursements revenue from online revenue. Amounts in the table may not recalculate exactly due to rounding. 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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

  

 

(Mark One)

   

☒

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

    

For the fiscal year ended December 31, 2025

OR

  

☐

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

  

Commission file number: 1-12882

 

 

logoboyd.jpg

  

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, par value of $0.01 per share

BYD

New York Stock Exchange

 

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☒  No  ☐

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐  No  ☒

 

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  ☐

 

 
Table of Contents

 

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 Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

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

 

As of June 30, 2025, the aggregate market value of common stock held by non-affiliates of the registrant, based on the closing price on the New York Stock Exchange for such date, was approximately $4.3 billion.

 

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

  

 

Class

 

Outstanding as of February 16, 2026

 

 

Common stock, $0.01 par value

 

75,492,204

 

  

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the registrant's 2026 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after the registrant's fiscal year end of December 31, 2025 are incorporated by reference into Part III of this Form 10-K.

  

  

 
Table of Contents

 

 

BOYD GAMING CORPORATION

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

TABLE OF CONTENTS

 

 

 

Page No.

 

PART I

 

ITEM 1.

Business

1

 

 

 

ITEM 1A.

Risk Factors

11

 

 

 

ITEM 1B.

Unresolved Staff Comments

17
     
ITEM 1C. Cybersecurity 17

 

 

 

ITEM 2.

Properties

19

 

 

 

ITEM 3.

Legal Proceedings

19

 

 

 

ITEM 4.

Mine Safety Disclosures

19

 

 

 

 

PART II

 

 

 

 

ITEM 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

20

 

 

 

ITEM 6.

Reserved

22

 

 

 

ITEM 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

22

 

 

 

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

42

 

 

 

ITEM 8.

Financial Statements and Supplementary Data

43

 

 

 

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

92

 

 

 

ITEM 9A.

Controls and Procedures

 92

 

 

 

ITEM 9B.

Other Information

94

 

 

 
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 94
     

 

PART III

 

 

 

 

ITEM 10.

Directors, Executive Officers and Corporate Governance

94

 

 

 

ITEM 11.

Executive Compensation

95

 

 

 

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

95

 

 

 

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

95

 

 

 

ITEM 14.

Principal Accounting Fees and Services

95

 

 

 

 

PART IV

 

 

 

 

ITEM 15.

Exhibits, Financial Statement Schedules

96

 

 

 

ITEM 16.

Form 10-K Summary

100

 

 

 

 

SIGNATURES

101

 

 
Table of Contents
 

 

PART I

 

ITEM 1.    Business

Overview

Boyd Gaming Corporation (the "Company," the "Registrant," "Boyd Gaming," "we" or "us") is a multi-jurisdictional gaming company that has been in operation since 1975. Headquartered in Las Vegas, we operate 27 brick-and-mortar gaming entertainment properties ("gaming entertainment properties") in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio, Pennsylvania and Virginia. In addition, we own and operate Boyd Interactive, a business-to-business (“B2B”) and business-to-consumer (“B2C”) online casino gaming business in the United States and Canada. Through a management agreement with Wilton Rancheria, we also manage the Sky River Casino, which is located in California. On November 7, 2025, the Company, as developer and manager, opened a transitional casino in Norfolk, Virginia. The permanent casino resort is expected to open in late 2027. On November 9, 2025, the Company permanently closed the Sam's Town Tunica property.

 

In 2018, we acquired a five percent ownership in FanDuel Group Parent, LLC ("FanDuel"), the nation’s leading sports-betting operator. On July 10, 2025, Boyd Interactive Gaming Holdings, L.L.C. ("Boyd Interactive Holdings"), a wholly owned subsidiary of Boyd Gaming, entered into a definitive agreement ("Purchase Agreement") with TSE Holdings Ltd. ("Parent") and FanDuel, pursuant to which Parent agreed to purchase Boyd Interactive Holding's five percent equity interest (the "Equity Interest") in FanDuel, and Boyd Gaming and FanDuel, or their respective affiliated entities, agreed to enter into certain commercial arrangements. On July 31, 2025, pursuant to the Purchase Agreement, Boyd Interactive Holdings completed the sale of its Equity Interest to Parent for aggregate cash consideration of $1,758.0 million. In connection with the sale of the Equity Interest, Boyd Gaming and FanDuel or their respective affiliated entities terminated certain of their existing agreements related to their strategic partnership and entered into certain new agreements (collectively, the "FanDuel Market Access Agreements").

 

Through the FanDuel Market Access Agreements and market access agreements with other online operators, and subject to state law and regulatory approvals, we offer online sports wagering in Illinois, Indiana, Iowa, Kansas, Louisiana, Missouri, Ohio (through June 30, 2025) and Pennsylvania as well as online casinos in Pennsylvania. 

 

We continually work to position our Company for greater success by strengthening our existing operations and growing through acquisitions, capital investments and other strategic initiatives. Our operating strategy is focused on building loyalty with core customers, operating efficiently and delivering long-term value for our shareholders. Our operating model is focused on maximizing gaming revenues, streamlining our cost structure, targeting our marketing investments and reducing lower margin offerings, which allows us to flow a higher percentage of our revenues to the bottom line. Through our Team Members' commitment to "Boyd Style" customer service, we believe our business is differentiated from our competitors and that we deliver a customer experience that fosters long-term loyalty.

 

In addition, we believe the following factors have contributed to our success in the past and are central to our success in the future:

 

 

•

 we have an experienced management team;
     
  • our operations are geographically diversified;
     
  • we are focused on building loyalty and driving growth with our core customers, a valuable customer segment in our business;
     
 

•

 our Las Vegas Locals properties are well-positioned to capitalize on the attractive Las Vegas locals market; 
     
 

•

three of our properties are located in the downtown Las Vegas market and also market to a unique niche - Hawaiian customers;
     
 

•

we have used our increased free cash flow to strengthen our balance sheet, invest in our properties and return capital to shareholders; and
     
 

•

we have the ability to expand certain existing properties, develop new properties and to act opportunistically to make strategic acquisitions.

 

Properties

We view each of our 27 gaming entertainment properties and our online gaming operations as an operating segment. For financial reporting purposes, we aggregate these operations into four reportable segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online, (collectively "Reportable Segments"). The Online segment includes the operating results of our online gaming operations through market access agreements with third parties throughout the United States and the operations of Boyd Interactive. To reconcile Reportable Segments information to the consolidated information, the Company has aggregated nonreportable operating segments into a Managed & Other category. The Managed & Other category includes management fees earned under our management agreement with Wilton Rancheria and the operating results of Lattner Entertainment Group Illinois, LLC, our Illinois distributed gaming operator ("Lattner") with 973 gaming units in 177 locations across the state of Illinois as of December 31, 2025.

 

For financial information related to our segments as of and for the three years in the period ended December 31, 2025, see Note 14, Segment Information, to our consolidated financial statements presented in Part II, Item 8.

 

As of December 31, 2025, we operated 27 gaming entertainment properties offering a total of 1,730,321 square feet of casino space, 27,267 slot machines, 600 table games and 10,146 hotel rooms. We derive the majority of our revenues from gaming at our gaming entertainment properties and Lattner, which generated approximately 64% and 66% of our revenues in 2025 and 2024, respectively. Online reimbursements revenues, which include reimbursements received from our third-party operators for gaming taxes and other expenses we pay under the market access agreements, represent our next most significant revenue source, generating 14% and 11% of our revenues in 2025 and 2024, respectively. Food & beverage revenues, room revenues, online revenues, management fee revenues and other revenues separately contributed 8% or less of revenues in each of 2025 and 2024.

 

 

 

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The following table sets forth certain information regarding our gaming entertainment properties (listed by Reportable Segment classification) as of and for the year ended December 31, 2025:

 

       

Year

                                                
       

Opened

  

Casino

                                    

Average

  
       

or

  

Space

    

Slot

    

Table

    

Hotel

    

Hotel

    

Daily

  
   

Location

  

Acquired

  

(Sq. ft.)

    

Machines

    

Games

    

Rooms

    

Occupancy

    

Rate

  

Las Vegas Locals

                                                        

Gold Coast Hotel and Casino

  

Las Vegas, NV

  

2004

     88,915       1,424       43       705       54 %   $ 61  

The Orleans Hotel and Casino

  

Las Vegas, NV

  

2004

     135,460       1,840       51       1,885       62 %   $ 66  

Sam's Town Hotel and Gambling Hall

  

Las Vegas, NV

  

1979

     120,681       1,399       12       645       46 %   $ 72  

Suncoast Hotel and Casino

  

Las Vegas, NV

  

2004

     95,898       958       20       427       68 %   $ 93  

Eastside Cannery Casino and Hotel (2)

  

Las Vegas, NV

  

2016

     N/A       N/A       N/A       N/A       N/A       N/A  

Aliante Casino + Hotel + Spa

  

North Las Vegas, NV

  

2016

     125,000       1,373       25       202       88 %   $ 102  

Cannery Casino Hotel

  

North Las Vegas, NV

  

2016

     86,000       1,129       18       200       66 %   $ 80  

Jokers Wild

  

Henderson, NV

  

1993

     23,698       335       N/A       N/A       N/A       N/A  

Downtown Las Vegas

                                                        

California Hotel and Casino

  

Las Vegas, NV

  

1975

     34,403       770       18       779       78 %   $ 52  

Fremont Hotel & Casino

  

Las Vegas, NV

  

1985

     43,414       778       21       447       75 %   $ 55  

Main Street Station Hotel and Casino

  

Las Vegas, NV

  

1993

     26,918       503       7       406       65 %   $ 53  

Midwest & South

                                                        

Par-A-Dice Casino (1)

  

East Peoria, IL

  

1996

     26,116       565       18       202       59 %   $ 87  

Belterra Casino Resort (1)(3)

  

Florence, IN

  

2018

     70,232       823       25       662       39 %   $ 97  

Blue Chip Casino Hotel Spa (1)

  

Michigan City, IN

  

1999

     65,000       1,307       22       486       51 %   $ 95  

Diamond Jo Casino (1)

  

Dubuque, IA

  

2012

     41,408       706       17       N/A       N/A       N/A  

Diamond Jo Worth (1)

  

Northwood, IA

  

2012

     38,630       799       19       102       55 %   $ 112  

Kansas Star Casino (1)

  

Mulvane, KS

  

2012

     70,010       1,246       42       N/A       N/A       N/A  

Amelia Belle Casino (1)

  

Amelia, LA

  

2012

     27,484       599       11       N/A       N/A       N/A  

Delta Downs Racetrack Hotel & Casino (1)

  

Vinton, LA

  

2001

     45,000       1,434       N/A       370       49 %   $ 79  

Evangeline Downs Racetrack & Casino (1)

  

Opelousas, LA

  

2012

     39,208       1,026       N/A       N/A       N/A       N/A  

Sam's Town Shreveport (1)

  

Shreveport, LA

  

2004

     29,285       754       14       514       40 %   $ 83  

Treasure Chest Casino (1)

  

Kenner, LA

  

1997

     47,000       955       33       N/A       N/A       N/A  

IP Casino Resort Spa (1)

  

Biloxi, MS

  

2011

     85,340       1,171       43       1,088       67 %   $ 81  

Sam's Town Hotel and Gambling Hall Tunica (1)(4)

  

Tunica, MS

  

1994

     N/A       N/A       N/A       N/A       N/A       N/A  

Ameristar Casino * Hotel Kansas City (3)

  

Kansas City, MO

  

2018

     140,000       1,597       45       184       72 %   $ 93  

Ameristar Casino * Resort * Spa St. Charles (3)

  

St. Charles, MO

  

2018

     128,758       1,774       46       397       76 %   $ 100  

Belterra Park (1)(3)

  

Cincinnati, OH

  

2018

     56,863       1,020       N/A       N/A       N/A       N/A  

Valley Forge Casino Resort (1)

  

King of Prussia, PA

  

2018

     36,000       850       50       445       29 %   $ 109  

The Interim Gaming Hall (5)

  

Norfolk, VA

  

2025

     3,600       132       N/A       N/A       N/A       N/A  

Total

           1,730,321       27,267       600       10,146                  

 

N/A = Not Applicable

 

(1) These properties feature FanDuel-branded sportsbooks.

(2) Company began demolition of the property during the fourth quarter of 2025.

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

(4) Property permanently closed on November 9, 2025.

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

 

We also own a travel agency in Hawaii. Financial results for the travel agency are included in our Downtown Las Vegas segment, as our Downtown Las Vegas properties focus marketing efforts on gaming customers from Hawaii.

 

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Las Vegas Locals Properties

Our Las Vegas Locals segment consists of seven operating casinos and one closed casino that primarily serve the resident population in the Las Vegas metropolitan area. Las Vegas has historically been characterized by a vibrant economy and strong demographics that include a large population of retirees and other active gaming customers. In recent years, the Las Vegas economy has strengthened, as reflected in the positive trends in employment, construction activity and average weekly wage growth. Our Las Vegas Locals segment competes directly with other locals casinos and gaming companies, some of which operate larger casinos and offer different promotions than ours. The target markets for our Las Vegas Locals segment consists primarily of local residents and visitors to the Las Vegas area.

 

Gold Coast Hotel and Casino

Gold Coast Hotel and Casino ("Gold Coast") is located on Flamingo Road, approximately one mile west of the Las Vegas Strip and one-quarter mile west of Interstate 15, the major highway linking Las Vegas and southern California. Its location offers easy access from the entire Las Vegas Valley. Gold Coast's amenities include 705 hotel rooms and suites along with meeting facilities, multiple restaurant options and a 70-lane bowling center.

 

The Orleans Hotel and Casino

The Orleans Hotel and Casino ("The Orleans") is located on Tropicana Avenue, a short distance from the Las Vegas Strip. The Orleans provides a New Orleans French Quarter-themed environment. Amenities at The Orleans include 1,885 hotel rooms, a variety of restaurants and bars, a spa and fitness center, 18 stadium-seating movie theaters, a 52-lane bowling center, banquet and meeting space, and a special events arena that seats up to 9,500 patrons.

 

Sam's Town Hotel and Gambling Hall

Sam's Town Hotel and Gambling Hall ("Sam's Town Las Vegas") is located on the Boulder Strip, approximately six miles east of the Las Vegas Strip, and features a contemporary western theme. Amenities at Sam's Town Las Vegas include 645 hotel rooms, a variety of restaurants and bars, 18 stadium-seating movie theaters, and a 56-lane bowling center.

 

Suncoast Hotel and Casino

Suncoast Hotel and Casino ("Suncoast") is located in Peccole Ranch, a master-planned community adjacent to Summerlin, and is readily accessible from most major points in Las Vegas, including downtown and the Las Vegas Strip. Suncoast features 427 hotel rooms, multiple restaurant options, banquet and meeting facilities, 16 stadium-seating movie theaters, a 64-lane bowling center, and a newly remodeled sportsbook. We are currently modernizing the public spaces at Suncoast with nearly half of the casino floor completed.

 

Eastside Cannery Casino and Hotel

Eastside Cannery Casino and Hotel ("Eastside Cannery") has been closed to the public since March 18, 2020. During the fourth quarter of 2025, the Company began demolition of the proeprty.

 

Aliante Casino + Hotel + Spa

Aliante Casino + Hotel + Spa ("Aliante") is located in North Las Vegas adjacent to an 18-hole championship golf course and has convenient access to major freeways connecting it to points throughout Las Vegas. Aliante features a full-service Scottsdale-modern, desert-inspired casino and resort, which includes 202 hotel rooms, multiple restaurant options, a 16-screen movie theater complex, showroom, spa, and a resort style pool with cabanas. 

 

Cannery Casino Hotel

Cannery Casino Hotel ("Cannery") is located in the northeastern part of the Las Vegas Valley and has convenient access to major freeways connecting it to points throughout Las Vegas. The Cannery has a 200-room hotel, a variety of restaurants and bars, an entertainment venue and a 16-screen movie theater.

 

Jokers Wild 

Located in Henderson, the Jokers Wild is approximately 14 miles from the Las Vegas Strip and includes slots, a sportsbook and dining options. The principal customers of this property are Henderson residents, including the rapidly growing adjacent community of Cadence. The Company is in the process of building a new casino on the current Jokers Wild site. The new casino will be Cadence Crossing and will replace the existing Jokers Wild casino upon opening. Cadence Crossing will feature a 10,000 square foot casino, 450 slots and several restaurants, and is expected to open in late March 2026.

 

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Downtown Las Vegas Properties

Our three Downtown Las Vegas properties directly compete with nine other casinos that operate in downtown Las Vegas. As such, we have developed a distinct niche for our downtown properties by focusing on customers from Hawaii. Our downtown properties focus their marketing on gaming enthusiasts from Hawaii as well as tour and travel agents in Hawaii with whom we have cultivated relationships since we opened our California Hotel and Casino (the "Cal" or "California") in 1975. We have strong relationships with Hawaiian travel agencies and offer affordable all-inclusive packages. These relationships, combined with our Hawaiian promotions, have allowed the Cal, Fremont Hotel & Casino ("Fremont") and Main Street Station Hotel and Casino ("Main Street Station") to capture a significant share of the Hawaiian tourist trade in Las Vegas. During the year ended December 31, 2025, patrons from Hawaii comprised approximately 75% of the occupied room nights at the Cal, 37% of the occupied room nights at Fremont, and 45% of the occupied room nights at Main Street Station.

 

California Hotel and Casino

The Cal's amenities include 779 hotel rooms, multiple dining options, a sportsbook and meeting space. The Cal and Main Street Station are connected by an indoor pedestrian bridge.

 

Fremont Hotel & Casino

Fremont is adjacent to the principal pedestrian thoroughfare in downtown Las Vegas, known as the Fremont Street Experience. The property's amenities include 447 hotel rooms, a contemporary new food hall and other dining options and meeting space.

 

Main Street Station Hotel and Casino

Main Street Station's amenities include 406 recently remodeled hotel rooms and two restaurants. In addition, Main Street Station features a 96-space recreational vehicle park, the only such facility in the downtown area.

 

Midwest & South Properties

Our Midwest & South properties consist of six land-based casinos, five dockside riverboat casinos, three racinos and three barge-based casinos that operate in ten states predominantly in the midwest and southern United States. Generally, these states allow casino gaming on a limited basis through the issuance of a limited number of gaming licenses. Our Midwest & South properties primarily serve customers within a 100-mile radius and compete directly with other casino facilities operating in their respective immediate and surrounding market areas, as well as with gaming operations in surrounding jurisdictions. Online sportsbooks are operated under the respective property gaming license of certain of our Midwest & South properties pursuant to market access agreements with other online partners.

 

Par-A-Dice Casino

Par-A-Dice Casino ("Par-A-Dice") is a dockside riverboat casino located on the Illinois River in East Peoria, Illinois that features a FanDuel branded sportsbook and a 202-room hotel. Located adjacent to the Par-A-Dice riverboat is a land-based pavilion, which includes multiple restaurants and a gift shop. Par-A-Dice is strategically located near Interstate 74, a major east-west interstate highway, and it is the only casino gaming facility located within an approximately 90-mile radius of Peoria, Illinois. 

 

Belterra Casino Resort

Belterra Casino Resort ("Belterra Resort") is a dockside riverboat casino located in Florence, Indiana, approximately 50 miles from downtown Cincinnati, Ohio, 70 miles from Louisville, Kentucky, 60 miles from Lexington, Kentucky and 115 miles from Indianapolis, Indiana. Belterra Resort features 608 hotel rooms, a FanDuel branded sportsbook, a spa, a 1,600-seat showroom, banquet room and an 18-hole championship golf course. The real estate utilized by Belterra Resort is subject to a Master Lease with Gaming and Leisure Properties, Inc. ("GLPI"). Ogle Haus Inn, a 54-room boutique hotel that we lease from GLPI, is operated by us and located near Belterra Resort.

 

Blue Chip Casino Hotel Spa

Blue Chip Casino Hotel Spa ("Blue Chip") is a dockside riverboat casino located in Michigan City, Indiana, which is 40 miles west of South Bend, Indiana and 60 miles east of Chicago, Illinois. The property competes primarily with six casinos in northern Indiana, southern Michigan and eastern Illinois and, to a lesser extent, with casinos in the Chicago area and racinos located near Indianapolis. The property features 486 guest rooms, a spa and fitness center, dining and nightlife venues, meeting and event space, including a land-based pavilion, and a FanDuel branded sportsbook.

 

Diamond Jo Casino

Diamond Jo Casino ("Diamond Jo Dubuque") is a land-based casino located in the Port of Dubuque, a waterfront development on the Mississippi River in downtown Dubuque, Iowa. Diamond Jo Dubuque is a two-story property that includes several dining outlets and bars. The property has meeting space, a 30-lane bowling alley, an entertainment venue and a FanDuel branded sportsbook.

 

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Diamond Jo Worth

Diamond Jo Worth is a land-based casino situated on a 32-acre site in Northwood, Iowa, which is located in north-central Iowa, near the Minnesota border and approximately 30 miles north of Mason City, Iowa. The casino has a 102-room hotel, an event center, several dining options and a FanDuel branded sportsbook. 

 

Kansas Star Casino

Kansas Star Casino ("Kansas Star") serves as Lottery Gaming Facility Manager for the South Central Gaming Zone on behalf of the Kansas Lottery pursuant to a Lottery Gaming Facility Management Contract with the State of Kansas (the "Kansas Management Contract"). The land-based casino is located in Mulvane, Kansas, approximately 20 miles south of Wichita, Kansas and has multiple dining venues, casino bars and a FanDuel branded sportsbook. Kansas Star also has an arena that provides a venue for concerts, trade shows and equestrian events. In addition, the property has an event center and an equestrian pavilion that includes a practice arena and covered stalls. There is a 300-room Hampton Inn & Suites hotel connected to the casino that is owned and operated by a third party. Under the terms of the agreement, Kansas Star has the option to purchase the hotel.

 

Amelia Belle Casino

The Amelia Belle Casino ("Amelia Belle") is located in south-central Louisiana and is a three-level dockside riverboat with gaming, including a FanDuel branded sportsbook, dining options and a banquet room.

 

Delta Downs Racetrack Hotel & Casino

Delta Downs Racetrack Hotel & Casino ("Delta Downs") is a land-based racino located in Vinton, Louisiana and conducts horse races on a seasonal basis and operates year-round simulcast facilities for customers to wager on races held at other tracks. In addition, Delta Downs offers slots, a 370-room hotel and a FanDuel branded sportsbook. Located near Lake Charles, Louisiana, Delta Downs is conveniently near a route taken by customers traveling between Houston, Beaumont and other parts of southeastern Texas to Lake Charles, Louisiana. 

 

Evangeline Downs Racetrack & Casino

Evangeline Downs Racetrack & Casino ("Evangeline Downs") is a land-based racino located in Opelousas, Louisiana and approximately 20 miles north of Lafayette, Louisiana. The racino currently includes a casino with a convention center, a FanDuel branded sportsbook and multiple food venues and bars. The racino includes a one-mile dirt track, a 7/8-mile turf track, stables for 1,008 horses and a clubhouse, which together with the grandstand and patio area, provides seating capacity for up to 4,295 patrons and includes a concession stand and bar. There is also a 117-room hotel connected to the racino, which is owned and operated by a third party. 

 

Evangeline Downs operates two Off Track Betting ("OTB") locations in Henderson and St. Martinville, Louisiana. Each OTB offers simulcast pari-mutuel wagering and video poker. Under Louisiana's racing and off-track betting laws, we have a right of prior approval with respect to any applicant seeking a permit to operate an OTB within a 55-mile radius of the Evangeline Downs racetrack, which effectively gives us the exclusive right, at our option, to operate additional OTBs within such a radius, provided that such OTB is not also within a 55-mile radius of another horse racetrack. 

 

Sam's Town Shreveport

Sam's Town Shreveport is a dockside riverboat casino located along the Red River in Shreveport, Louisiana. Amenities at the property include 514 hotel rooms, a FanDuel branded sportsbook, multiple restaurants, a live entertainment venue, and convention and meeting space. Feeder markets include east Texas (including Dallas), Texarkana, Arkansas, and surrounding Louisiana cities.

 

Treasure Chest Casino

Treasure Chest Casino ("Treasure Chest") is a land-based casino facility located near Lake Pontchartrain in the western suburbs of New Orleans, Louisiana. Located approximately five miles from the New Orleans International Airport, Treasure Chest primarily serves residents of suburban New Orleans. The single-level facility features a 47,000-square-foot casino, several new restaurants and bars, nearly 7,300 square feet of convention and meeting space and a FanDuel branded sportsbook.

 

IP Casino Resort Spa

IP Casino Resort Spa ("IP") is a barge-based casino overlooking the scenic back bay of Biloxi, Mississippi and, as a recipient of a AAA Four Diamond Award, is one of the premier resorts on the Mississippi Gulf Coast. The property includes 1,088 hotel rooms and suites, a FanDuel branded sportsbook, convention and meeting space, a spa and salon, an entertainment venue, and multiple restaurants and bars.

 

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Sam's Town Hotel and Gambling Hall Tunica

Sam's Town Hotel and Gambling Hall Tunica ("Sam's Town Tunica") was permanently closed on November 9, 2025. The property was a barge-based casino located in Tunica County, Mississippi. At the time of closure, Sam's Town Tunica offered 39,740 square feet of casino space with 534 slots and seven table games, 335 hotel rooms, a FanDuel branded sportsbook, multiple dining venues, a recreational vehicle park, and entertainment venues.

 

Ameristar Casino * Hotel Kansas City

Ameristar Casino * Hotel Kansas City ("Ameristar Kansas City") is a barge-based casino located 10 miles from downtown Kansas City, Missouri. The property competes primarily with five casinos in the Kansas City area and bordering eastern Kansas market. The property features 184 guest rooms, several restaurants and a concert venue. The real estate utilized by Ameristar Kansas City is subject to a Master Lease with GLPI.

 

Ameristar Casino * Resort * Spa St. Charles

Ameristar Casino * Resort * Spa St. Charles ("Ameristar St. Charles") is a barge-based casino located in St. Charles along the Missouri River, strategically situated to attract guests from the St. Charles and the greater St. Louis areas, as well as tourists from outside the region. The property, which is in close proximity to the St. Charles convention facility, is located along the western bank of the Missouri River. The property features a AAA Four Diamond full-service luxury suite hotel with 397 rooms, an indoor-outdoor pool, several dining venues and bars, an entertainment venue, a full-service luxury day spa, a TopGolf Swing Suite and a newly remodeled and expanded conference and meeting center. The real estate utilized by Ameristar St. Charles is subject to a Master Lease with GLPI.

 

Belterra Park

Belterra Park is a land-based racino located in Cincinnati, Ohio, situated on approximately 160 acres of land, 40 of which are undeveloped. The property is a gaming and entertainment center offering live racing, pari-mutuel wagering, video lottery terminal gaming, a FanDuel branded sportsbook, several restaurants and the only grass horse racing track in Ohio. The real estate utilized by Belterra Park is subject to a Master Lease with GLPI.

 

Valley Forge Casino Resort

Valley Forge Casino Resort ("Valley Forge") is a land-based casino hotel located in King of Prussia, Pennsylvania. The property features meeting, conference and banquet facilities and two hotel towers with 445 rooms total. The property also includes multiple dining options, a FanDuel branded sportsbook and an entertainment venue.

 

The Interim Gaming Hall

The Interim Gaming Hall is a variable interest entity consolidated in our financials and is a land-based casino located in Norfolk, Virginia. The transitional casino opened on November 7, 2025 with 132 slot machines. The permanent casino resort, featuring a 65,000 square-foot casino, a 200-room hotel, multiple food and beverage outlets and other amenities is expected to open in late 2027.

 

Online

Boyd Interactive

Boyd Interactive is an innovative online gaming technology company that provides proprietary solutions on both a B2B and B2C basis in regulated markets across the United States and Canada. Under the Stardust brand, we offer B2C online casino gaming in New Jersey, Pennsylvania and the Canadian province of Ontario. Through Boyd Digital, we also offer online casino gaming under the Resorts Casino and Mohegan Sun brands. We also offer online social gaming via the Boyd Interactive platform in the United States and Ontario. Our B2B customers in the United States and Canada license our platform for use in their online casino offerings.

 

Online Sports Betting

Through our strategic partnerships with third-party market access partners, we offer online sports wagering in Illinois, Indiana, Iowa, Kansas, Louisiana, Missouri, Ohio (through June 30, 2025) and Pennsylvania.

 

Management Agreement

We have a management agreement with Wilton Rancheria, a federally recognized Native American tribe, to manage the Sky River Casino, a gaming entertainment complex, located southeast of Sacramento, California. Sky River Casino has over 2,100 slot machines and over 80 table games with 18 food and beverage options and live entertainment. The Sky River Casino is currently expanding its amenities in two phases. The first phase of the expansion will add 400 slots and a 1,600-space parking garage and is expected to be completed in the first quarter of 2026. The second phase of the expansion will include a 300-room hotel, two additional food and beverage outlets, a day spa, and an entertainment and events center. The second phase is expected to be completed in mid-2027.

 

 

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Competition

Our properties generally operate in highly competitive environments. We compete against other gaming companies as well as online gaming and other hospitality, entertainment and leisure companies. We face significant competition in each of the jurisdictions in which we operate. Such competition may intensify in some of these jurisdictions if new gaming operations open in these markets or existing competitors expand their operations. Our properties compete directly with other gaming properties in each state in which we operate, as well as in adjacent states. We also compete for customers with other casino operators in and around our markets, including Native American casinos and online gaming operators, and other forms of gaming, such as lotteries. In some instances, particularly with Native American casinos, our competitors pay substantially lower taxes or no taxes at all. We believe that increased legalized gaming in other states, particularly in areas close to our existing gaming entertainment properties, and the development or expansion of Native American gaming in or near the states in which we operate, could create additional competition for us and could adversely affect our operations or future development projects.

 

Frequent Player Loyalty Program

Boyd Rewards

We have established a nationwide branding and loyalty program. Our players can use their "Boyd Rewards" cards to earn and redeem points. The program has five player tiers - Ruby, Sapphire, Emerald, Onyx and Titanium. The "Boyd Rewards" loyalty program, among other benefits, rewards players for their loyalty and allows players to qualify for promotions, earn rewards toward slot, video poker, or table games play and redeem points for complimentary slot play, food & beverage, hotel rooms and other free goods and services. Benefits for certain tiers of our loyalty program include annual vacations and gifts of luxury jewelry, electronics and other items.

 

Through the Boyd Rewards card, players may link their card to our digital cashless wallet "BoydPay", in jurisdictions with regulatory approval, providing players with a cashless gaming experience. We have also linked the BoydPay wallet to our Boyd Rewards mobile app, creating a contactless experience that allows customers to use their smartphones to play and cash out on casino games. 

 

Other Promotional Activities

We provide other promotional offers and discounts targeted towards new customers, frequent customers, inactive customers, customers of various levels of play, and prospective customers who have not yet visited our properties. We also provide mid-week promotional offers and other promotional activities that seek to generate visits to our properties during slower periods. Complimentaries generally are in the form of monetary discounts, and other rewards generally are limited to redemption at our hotels, restaurants, spas and retail facilities.

 

Government Regulation

We are subject to extensive regulation under laws, rules and supervisory procedures primarily in the jurisdictions where our facilities are located or docked. The states in which we operate empower their regulators to investigate participation by licensees in gaming outside their jurisdiction and may require access to periodic reports with respect to those gaming activities. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions. A detailed description of the governmental gaming regulations to which we are subject is filed as Exhibit 99.1 and is herein incorporated by reference.

 

If additional gaming regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have a significant adverse effect on us. From time to time, various proposals have been introduced in the legislatures of some of the jurisdictions in which we have existing or planned operations that, if enacted, could adversely affect the tax, regulatory, operational or other aspects of the gaming industry and us. We do not know whether or not such legislation will be enacted. The federal government of the United States has also previously considered a federal tax on casino revenues and the elimination of betting on National Collegiate Athletic Association events. With the recent expansion of sports wagering in various states, and online casinos on a more limited basis, a federal government may enact legislation taxing and regulating sports wagering and online casino wagering, or alternatively may elect to prohibit such wagering. In addition, gaming companies are currently subject to significant state and local taxes and fees in addition to normal federal and state corporate income taxes, and such taxes and fees are subject to increase at any time. Any material increase in these taxes or fees could adversely affect us.

 

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Human Capital and Labor Relations

As of December 31, 2025, we had 16,009 employees ("Team Members"), including 15,170 Team Members at our properties and 839 Team Members in our corporate function. We have collective bargaining agreements with six unions covering 989 employees.

 

Our Team Members are the most important contributors to our business. For our business to operate successfully, to execute on our long-term strategy, and to continue to grow, we depend on having Team Members with the necessary talent and skills to support our property operations and corporate function. 

 

Our access to talent is impacted by local factors in each of our communities, including employment levels, and demand for and availability of specialized skills. In the near term, we expect hiring pressures to continue to be a challenge for our business, however we are confident that we will be able to maintain our workforce and add Team Members with the specialized skills and experience necessary to sustain and grow our business.

 

We strive to attract individuals who are people-focused and share the values of our culture, which we refer to as "Boyd Style." Our culture includes valuing relationships, exceeding expectations, working smart, and exhibiting our commitment to integrity in everything we do. These values are expected and reinforced at all levels of our organization. We believe this fosters dignity and respect between our Team Members and creates a positive working environment, reinforces the customer experience, and promotes long-term stakeholder value.

 

We have programs dedicated to selecting new talent and enhancing the skills of our Team Members, including recruiting relationships with numerous industry associations, government agencies and colleges. We believe we provide competitive wages and benefits to attract and retain the talent necessary for the successful operation of our business. Our benefits include healthcare and retirement benefits, holiday and paid time off, and tuition assistance. 

 

We believe our business is differentiated from our competitors due to our commitment to customer service and delivering a customer experience that fosters long-term loyalty. As such, our business depends on the capability and friendliness of each of our Team Members in order to provide outstanding customer service to each of our guests. Every new Team Member at Boyd Gaming is required to complete the Company’s guest service training program. The program is strongly linked to our culture and values and gives Team Members the tools and training to create outstanding customer service experiences for our guests. Additionally, all Boyd Gaming leaders are required to attend leadership training. The program provides our leaders with the tools and training to effectively communicate and coach their team to success.

 

The Company has adopted a Code of Business Conduct that promotes ethical behavior and encourages Team Members to talk to supervisors, managers, or other appropriate personnel when in doubt about the best course of action. Furthermore, we also maintain a confidential Team Member hotline operated by an independent firm for anonymously reporting suspected wrongdoing.

 

Boyd Gaming strives to provide all Team Members a work environment free of discrimination and harassment. All supervisors and management staff are required to attend annual harassment awareness training, are responsible for ensuring that all Team Members comply with this policy and are responsible for ensuring appropriate action is taken if harassment occurs in the workplace.

 

We have formal, annual goal setting and performance review processes to drive engagement, performance and retention. Our commitment to Team Member engagement is evidenced by our average Team Member service tenure of 7.9 years. In our most recent survey, 78% of Team Members reported high levels of job satisfaction.

 

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Corporate Social Responsibility ("CSR")

We believe our Company's CSR initiatives are consistent with our values and an integral part of our success as a Company. Dating back to our Company’s founding, we strive to share our success with others, treating every stakeholder of our Company with respect and integrity, and making sure that our home communities are better places because we are a part of them. 

 

We believe our long-term success is intertwined with healthy and vibrant communities. We look to invest in our communities, providing donations each year to non-profit organizations across the United States. When crises or natural disasters impact our communities, we have actively supported our neighbors and Team Members in need.

 

We strive to be an employer of choice and create a welcoming workplace environment. Our commitment to being an employer of choice has been recognized by US News & World Report, which named Boyd Gaming one of "America's Best Companies to Work For" in 2025. Additionally, our Company's CSR initiatives were recognized by Newsweek magazine, which named us one of "America's Most Responsible Companies" in 2025. 

 

We are committed to promoting responsible gaming throughout our operations and our marketing efforts, and to helping provide assistance to those who need help. We provide support to problem gambling and responsible gaming organizations across the country, require all Team Members to participate in annual responsible gaming awareness training and post prominent signage throughout our properties providing problem gambling helpline information. We also ensure all advertising and marketing includes information on problem gambling and additional information is available to our customers at our properties.

 

To fulfill our commitment to our shareholders to operate with the highest level of integrity and respect, we follow a robust set of corporate governance policies and procedures and have assembled an experienced Board of Directors that shares our commitment.

 

Corporate Information

Boyd Gaming was founded in 1975 and incorporated in Nevada in June 1988. Our principal executive offices are located at 6465 South Rainbow Boulevard, Las Vegas, Nevada 89118, and our main telephone number is (702) 792-7200. Our website is www.boydgaming.com. Information on our website is not incorporated by reference herein.

 

Available Information

We file annual, quarterly, current and special reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). In addition, the SEC maintains an Internet site, at https://www.sec.gov, containing reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Copies of our SEC filings are available on the SEC’s website. You also may read and copy reports and other information filed by us at the office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. A copy of this Annual Report on Form 10-K will be provided to a stockholder, with exhibits, without charge upon written request to Boyd Gaming Corporation, 6465 South Rainbow Boulevard, Las Vegas, Nevada 89118, (702) 792-7200, Attn: David Strow, Vice President, Corporate Communications.

 

We make our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and all amendments to these reports, available free of charge on our corporate website as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC. In addition, our Code of Business Conduct and Ethics, Corporate Governance Guidelines, and charters of the Audit Committee, Compensation Committee, and the Corporate Governance and Nominating Committee are available on our website. We will provide reasonable quantities of electronic or paper copies of filings free of charge upon request. In addition, we will provide a copy of the above referenced charters to stockholders upon request.

 

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Important Information Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of 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 in this Annual Report on Form 10-K may include, but are not limited to, statements regarding the factors listed below. The following factors, along with the Risk Factors included in Part I, Item 1A of this Form 10-K, could affect future results and cause those results to differ materially from those expressed in the forward-looking statements:

 

  • 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;
  • 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 expectations 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;
  • impacts caused by public health emergencies and man-made or natural disasters we may encounter;
  • our ability to incur additional indebtedness, our ability to refinance or pay amounts outstanding under our credit agreement and our unsecured notes when they become due, our compliance with related covenants, and our expectation that we will need to refinance all or a portion of our 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.

 

All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All forward-looking statements in this Form 10-K (including any document incorporated by reference) are made only as of the date of the document in which they are contained, based on information available to us as of the date of that document, and we caution you not to place undue reliance on forward-looking statements in light of their associated risks and uncertainties. Forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties, some of which may be beyond our control, which could cause actual results to differ materially from those suggested by the forward-looking statements. If any of those risks and uncertainties were to materialize, actual results could differ materially from those discussed in any such forward-looking statement. Among the factors that could cause actual results to differ materially from those discussed in forward-looking statements are those discussed under the heading "Risk Factors" in this Annual Report on Form 10-K and in our other current and periodic reports filed with the SEC from time to time. 

 

In addition, historical, current, and forward-looking CSR-related statements may be based on standards for measuring progress that are still developing and internal controls and processes that continue to evolve. Our CSR initiatives are subject to additional risks and uncertainties, including regarding the evolving nature of data availability, quality, and assessment; related methodological concerns; our ability to implement various initiatives under expected timeframes, cost, and complexity; our dependency on third parties to provide certain information and to comply with applicable laws and policies; and other unforeseen events or conditions. These factors, as well as others, may cause results to differ materially and adversely from those expressed in any of our forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Additionally, we may provide information that is not necessarily material for SEC reporting purposes but that is informed by various CSR and environmental, social and governance standards and frameworks (including standards for the measurement of underlying data), internal controls, and assumptions or third-party information that are still evolving and subject to change. Our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policies, or other factors, some of which may be beyond our control.

 

All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by our cautionary statements. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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ITEM 1A.    Risk Factors

In addition to the other information contained in this report on Form 10-K, the following Risk Factors should be considered carefully in evaluating our business.

 

If any of the following risks actually occurs, our business, financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of our securities, including our common stock and senior notes, could decline significantly, and investors could lose all or part of their investment.

 

This report is qualified in its entirety by these risk factors.

 

Risks Related to our Business

 

Our business is particularly sensitive to reductions in discretionary consumer spending due to inflation and downturns in the economy.

 

Consumer demand for entertainment and other amenities at our casino hotel properties is particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences brought about by factors such as inflation, rising interest rates, perceived or actual general economic conditions, effects of declines in consumer confidence in the economy, including any future housing, employment and credit crisis, the impact of high energy and food costs, the increased cost of travel, the potential for bank failures, decreased disposable consumer income and wealth, or fears of war and future acts of terrorism could further reduce customer demand for the amenities that we offer, thus imposing practical limits on pricing and negatively impacting our results of operations and financial condition.

 

In 2008, we experienced a profound reduction in consumer demand as a result of the economic recession in the U.S. economy, and we are now experiencing the impacts of inflation and other economic factors, which are significantly impacting customer visitations and business revenue. Consumer spending habits changed significantly due to the recession in 2008, and we expect that consumer behavior due to inflation and other economic factors may be similarly altered for an extended period of time. Because our business model relies on consumer expenditures on entertainment, luxury and other discretionary items, an ongoing economic downturn could materially adversely affect our operating results and financial condition.

 

Failure to maintain the integrity of our information technology systems, protect our internal information, or comply with applicable privacy and data security regulations could adversely affect us.

 

We rely extensively on our computer systems to process customer transactions, manage customer and employee data, and communicate with third-party vendors and other third parties, and we may also access the internet to use our computer systems. Our operations require that we collect and store customer and employee data, including credit card numbers and other personal information, for various business purposes, including marketing and promotional purposes. Breaches of our security measures or information technology systems or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive personal information or confidential data about us, or our customers, or our employees, including the potential loss or disclosure of such information as a result of hacking or other cyber-attack, computer virus, fraudulent use by customers, employees or employees of third party vendors, trickery or other forms of deception or unauthorized use, or due to system failure, could expose us, our customers, our employees or other individuals affected to a risk of loss or misuse of this information, result in litigation and potential liability for us, damage our casino or brand names and reputations or otherwise harm our business, financial condition, and results of operations. We rely on proprietary and commercially available systems, software, tools and monitoring to provide security for processing, transmitting, and storing customer information, such as payment card, employee information and other confidential or proprietary information. Our data security measures are reviewed and evaluated regularly; however, they might not protect us against increasingly sophisticated and aggressive threats, and disruptions in our computer systems can occur notwithstanding the data security measures and disaster recovery plans that we have in place. Further, our systems are not fully redundant, and our disaster recovery planning cannot account for all possible scenarios. The cost and operational consequences of implementing further data security measures could be significant.

 

Any loss, disclosure of, misappropriation of, or access to customers’ or other personal, proprietary information or any other breach of our information security could result in extensive legal proceedings or legal claims, including regulatory investigations and actions, or liability for failure to comply with state or federal privacy and information security laws, including for failure to protect personal information or for misusing personal information, which could disrupt our operations, cause extensive damage to our reputation, and expose us to legal claims from customers, financial institutions, regulators, payment card associations, employees, and other persons, any of which could have an adverse effect on our financial condition, results of operations, and cash flow.

 

Additionally, the collection of customer and employee personal information imposes various privacy compliance-related obligations on our business and increases the risks associated with a breach or failure of the integrity of our information technology systems. The collection and use of personal data are governed by privacy laws and regulations enacted by the various states, the United States federal government, and various foreign jurisdictions. Privacy laws and regulations continue to evolve and on occasion may be inconsistent between jurisdictions. For example, the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act of 2020, collectively, the "CCPA"), provides to California consumers certain access, deletion and opt-out rights related to their personal information, imposes civil penalties for violations and affords, in certain cases, a private right of action for data breaches. Compliance with the CCPA may require us to incur significant costs and expenses. Similar laws have been passed or proposed in other states and at a federal level, reflecting a trend toward more stringent privacy legislation in the United States. In addition to fines and penalties that may be imposed for failure to comply with state law, some states provide for private rights of action to customers for misuse of or unauthorized access to personal information.

 

Compliance with privacy laws and regulations may increase our operating costs and/or adversely impact our ability to market our products, properties, and services to our customers. In addition, non-compliance with applicable privacy laws and regulations by us (or in some circumstances non-compliance by third-party service providers engaged by us) may also result in damage to our reputation, vulnerabilities that could be exploited to breach our systems and/or subject us to fines, payment of damages, lawsuits or restrictions on our use or transfer of personal information.

 

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Our technology infrastructure is critical to the performance of our digital gaming operations, and any system failures, errors, defects, or disruptions could adversely affect our operations.

 

Our technology infrastructure is critical to the performance of our digital gaming operations and to user satisfaction, and we rely significantly on our computer systems and software to receive and properly process internal and external data. Our systems may not be adequate to avoid performance delays or outages that could be harmful to our online business. In addition, while we believe we have taken appropriate steps to protect our systems, we cannot guarantee that the measures we take to prevent cyberattacks and to protect our systems will be sufficient to ensure uninterrupted operation of our digital platform and provide absolute security. We may be subject to website disruptions, outages, and other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints. Disruptions from unauthorized access to, fraudulent manipulation of, or tampering with our computer systems and technological infrastructure, or those of third parties that provide support to our operations, could result in a wide range of negative outcomes, each of which could materially affect the operation of our online business and our financial condition, results of operations and prospects.

 

Additionally, our computer systems and software may contain faults, errors, bugs, flaws or corrupted data, and these defects may affect our online offerings or cause systemic shutdowns. These types of issues could disrupt our operations or render a product unavailable. Inaccessibility or intermittent problems with our products could make users less likely to return to our digital platform as often, if at all, or to recommend our offerings to other potential users.

 

If our systems are damaged, breached, attacked, interrupted, or otherwise cease to function properly, we may be required to make significant investments to repair or replace them and may experience loss or corruption of critical data as well as suffer interruptions in our business operations in the interim.

 

Intense competition exists in the gaming industry, and we expect competition to continue to intensify.

 

The gaming industry is highly competitive for both customers and employees, including those at the management level. We compete with numerous gaming entertainment properties. We also compete with other non-gaming resorts and vacation destinations and with various other casino and entertainment businesses, including online gaming websites and mobile applications, and could compete with any new forms of gaming that may be legalized in the future. For example, there has been recent expansion of sports betting in various states with legislation allowing for sports betting in casinos and/or online. Expansion of traditional and online gaming in jurisdictions where we do not operate could create additional competition. The casino entertainment business is characterized by competitors that vary considerably in their size, type of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, amenities, management talent and geographic diversity. We face competition from nearby markets in addition to direct competition within our market areas. 

 

With fewer new markets opening for development, competition in existing markets has also intensified in recent years. We and our competitors have invested in expanding existing facilities, developing new facilities, and acquiring established facilities in existing markets. This expansion of existing casino entertainment properties, the increase in the number of properties and the aggressive marketing strategies of many of our competitors have increased competition in many markets in which we compete, and we expect this to continue. Additionally, competition may intensify if our competitors commit additional resources to aggressive pricing and promotional activities to attract customers.

 

We also compete with legalized gaming from casinos located on Native American tribal lands. Expansion of Native American gaming in areas located near our properties, or in areas in or near those from which we draw our customers, could have an adverse effect on our operating results.

 

In addition, we also compete to some extent with other forms of gaming on both a local and national level, including state-sponsored lotteries, charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, on-and off-track wagering, and other forms of entertainment, including motion pictures, sporting events and other recreational activities. These secondary competitors could reduce the number of visitors to our facilities or the amount they are willing to wager, which could have a material adverse effect on our ability to generate revenue or maintain our profitability and cash flows.
 

If our competitors operate more successfully than we do, if they attract customers away from us as a result of aggressive pricing and promotion, if they are more successful than us in attracting and retaining employees, if their properties are enhanced or expanded, if they operate in jurisdictions that give them operating advantages due to differences or changes in gaming regulations or taxes, or if additional hotels and casinos are established in and around the locations in which we conduct business, we may lose market share or the ability to attract or retain employees. In particular, the expansion of casino gaming in or near any geographic area from which we attract or expect to attract a significant number of our customers could have a significant adverse effect on our business, financial condition and results of operations.

 

In addition, increased competition may require us to make substantial capital expenditures to maintain and enhance the competitive positions of our properties, including updating slot machines to reflect changing technology, refurbishing public service areas periodically, replacing obsolete equipment on an ongoing basis and making other expenditures to increase the attractiveness and add to the appeal of our facilities. There can be no assurance that we will have sufficient funds to undertake these expenditures or that we will be able to obtain sufficient financing to fund such expenditures. If we are unable to make such expenditures, our competitive position could be materially adversely affected.

 

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We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets.

 

In accordance with the authoritative accounting guidance for goodwill and other intangible assets, we test our goodwill and indefinite-lived intangible assets for impairment annually or if a triggering event occurs. We also test our long-lived assets for impairment if a triggering event occurs. We perform our annual impairment testing for goodwill and indefinite-lived intangible assets as of October 1. Impairment charges of $128.4 million, $10.5 million and $107.8 million were recorded as a result of our 2025, 2024 and 2023 impairment tests and triggering event reviews, respectively. 

 

If our estimates of projected cash flows related to our assets are not achieved, we may be subject to future impairment charges, which could have a material adverse impact on our consolidated financial statements.

 

Risks Related to the Regulation of our Industry

 

We are subject to extensive governmental regulation, including federal, state and local laws affecting business in general, which may harm our business.

 

Our ownership, management and operation of gaming facilities are subject to extensive laws, regulations and ordinances, which are administered by various federal, state and local government entities and agencies. We are subject to regulations that apply specifically to the gaming industry, horse racetracks and casinos, including regulation with respect to gambling, live racing, and approval standards applicable to our directors, officers, key employees, joint venture partners and certain shareholders. We are also subject to regulations applicable to businesses generally, including regulation with respect to alcoholic beverages, smoking, currency transactions, taxation, zoning and building codes, anti-money laundering and marketing and advertising. A more detailed description of the governmental gaming regulations to which we are subject is filed as Exhibit 99.1 herewith. If significant additional or differing gaming regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have an adverse effect on us. From time to time, various proposals are introduced in the legislatures of some of the jurisdictions in which we have existing or planned operations that, if enacted, could adversely affect the tax, regulatory, operational or other aspects of the gaming industry and our company. Additionally, some regulatory authorities have adopted laws and policies regarding climate considerations, emissions, and water usage. Such requirements could result in increased costs related to regulatory compliance, including potential additional capital expenditures.

 

We can give no assurance that any additional licenses, permits and approvals that may be required will be granted or that existing ones will be renewed. Renewal is subject to, among other things, continued satisfaction of suitability requirements. Any failure to renew or maintain our licenses or to receive new licenses when necessary could have a material adverse effect on us.

 

We are subject to extensive taxation policies, which may harm our business.

 

From time-to-time, federal, state, and local legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry. For example, the federal government has considered a federal tax on casino revenues. In addition, worsening economic conditions could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes, property taxes and/or by authorizing additional gaming properties each subject to payment of a new license fee. It is not possible to determine with certainty the likelihood of changes in the applicability or administration of such laws. Such changes, if adopted, could have a material adverse effect on our financial condition, results of operations, and cash flows. 

 

In addition, gaming companies are often subject to significant revenue-based taxes and fees, in addition to normal federal, state and local corporate income taxes. Such taxes and fees are subject to increase at any time and increases may be retroactive to prior years. A material increase in state and local taxes and fees could cause our business, financial condition and results of operations to be adversely affected.

 

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Risks Related to our Properties

 

We own real property and are subject to extensive environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities and could affect our ability to develop, sell or rent our property or to borrow money using such property as collateral.

 

We are subject to various federal, state and local environmental laws, ordinances and regulations, including those governing discharges into air and water, the generation, handling and disposal of petroleum products, hazardous substances and wastes, and the health and safety of our employees. For example, our horse racing operations are subject to oversight by the Environmental Protection Agency ("EPA"), which includes regulations governing concentrated animal feeding operations and the related processing of animal wastewater. Permits may be required for us to conduct business on our properties, and these permits are subject to renewal, modification and, potentially, revocation.

 

In addition, under environmental laws, ordinances and regulations, a current or previous owner or operator of property may be liable for the costs of investigation and removal or remediation of some kinds of hazardous substances or petroleum products on, under, or in its property, without regard to whether the owner or operator knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the contamination were legal at the time they occurred. Additionally, as an owner or operator, we could also be held responsible to a government entity or third parties for property damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination. The costs of investigation, remediation or removal of those substances may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use our property.

 

The presence of, or failure to remediate properly, such substances may adversely affect the ability to sell or rent the property or to borrow funds using the property as collateral. Additionally, the owner of a site may be subject to claims by third parties based on damages and costs resulting from environmental contamination emanating from a site.

 

Future developments regarding environmental matters could lead to material costs of environmental compliance for us, and such costs could have a material adverse effect on our business and financial condition, operating results and cash flows.

 

Our operations could be impacted by extreme weather conditions.

 

Certain of our properties are located in areas that may be subject to extreme weather conditions, including, but not limited to, hurricanes, floods, tornadoes, wildfires, and winter storms. Extreme weather conditions may interrupt our operations, damage our properties and reduce the number of customers who visit our facilities in the affected areas.

 

Our properties in Illinois, Indiana, Iowa, Kansas, Louisiana, Missouri, Ohio and Pennsylvania are at risk of experiencing snowstorms, tornadoes and flooding.

 

Snowstorms and other adverse weather conditions have interrupted our operations, damaged our properties and reduced the number of customers who visit our facilities in an affected area. Likewise, some of our properties have been forced to close for extended periods due to floods and hurricanes, and certain of our properties are in areas that have been identified by the director of the Federal Emergency Management Agency ("FEMA") as a special flood hazard area. If there is a prolonged disruption at any of our properties due to natural disasters or other catastrophic weather events, our business, results of operations and financial condition could be materially adversely affected. In addition, the operations of critical suppliers could be negatively impacted by severe weather conditions, which could adversely affect our business.

 

There can be no assurance that we will be able to fully collect under our insurance coverage on any claims resulting from extreme weather conditions. If any of our properties are damaged or if our operations are disrupted because of extreme weather, or if extreme weather adversely impacts general economic or other conditions in the areas in which our properties are located or from which we draw our patrons, our business, financial condition and results of operations could be materially adversely affected.

 

We draw a significant percentage of our customers from certain geographic regions. Events adversely impacting the economy of these regions, including public health outbreaks and man-made or natural disasters, may adversely impact our business.

 

The California, Fremont and Main Street Station draw a substantial portion of their customers from the Hawaiian market, with such customers historically comprising approximately half of the room nights sold at each property. Decreases in discretionary consumer spending, as well as an increase in fuel costs or transportation prices, a decrease in airplane seat availability, or a deterioration of relations with tour and travel agents, particularly as they affect travel between the Hawaiian market and our facilities, could adversely affect our business, financial condition and results of operations. 

 

Our facilities, including our riverboats and dockside facilities, are subject to risks relating to mechanical failure and regulatory compliance.

 

Generally, all of our facilities are subject to the risk that operations could be halted for a temporary or extended period of time due to casualty, forces of nature, mechanical failure, or extended or extraordinary maintenance, among other causes. 

 

We currently conduct our Par-A-Dice, Blue Chip, Sam's Town Shreveport, Amelia Belle and Belterra Resort gaming operations on riverboats. Each of our riverboats must comply with the United States Coast Guard ("USCG") requirements as to boat design, on-board facilities, equipment, personnel and safety. Each riverboat must hold a Certificate of Inspection for stabilization and flotation and may also be subject to local zoning codes. The USCG requirements establish design standards, set limits on the operation of the vessels and require individual licensing of all personnel involved in the operation of the vessels. Loss of a vessel's Certificate of Inspection would preclude its use as a casino.

 

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Some of our hotels and casinos are located on leased property. If we default on one or more leases, the applicable lessors could terminate the affected leases, and we could lose possession of the affected hotel and/or casino.

 

We lease certain property on which our hotels and gaming facilities are located. As a lessee, we have the right to use the leased land, including the structures on such land; however, we do not retain fee ownership in the property. Accordingly, we have no interest in the land or improvements thereon at the expiration of the lease. Moreover, since we do not completely control the land underlying such property, a landowner could take certain actions to disrupt our rights in the land leased under a long-term lease. While such interruption is unlikely, such events are beyond our control. If the entity owning any property chose to disrupt our use either permanently or for a significant period of time, then the value of our assets could be impaired and our business, financial condition and results of operations could be adversely affected. If we were to default on any one or more of these leases, the applicable lessors could terminate the affected leases, and we could lose possession of the affected property, including the underlying land, hotels and casinos. This could have a material adverse effect on our business, financial condition and results of operations. In addition, if some of our leased facilities are unprofitable, we could remain obligated for lease payments and other obligations under the leases even if we withdrew from those locations.

 

Risks Related to our Indebtedness

 

We have incurred a significant amount of indebtedness in the past and may incur significant indebtedness in the future, which could adversely affect our business and financial condition.

 

In the past, we have incurred significant indebtedness to fund the growth and development of our business. We and our subsidiaries had approximately $2.1 billion of long-term debt on a consolidated basis as of December 31, 2025, which approximately $0.2 billion was outstanding under the Credit Facility (as defined below in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Indebtedness"), and excluded approximately $12.7 million in aggregate outstanding letters of credit. In addition, an aggregate amount of approximately $1,276.6 million was available for borrowing under the Revolving Credit Facility (as defined below in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Indebtedness") as of December 31, 2025.

 

We and our subsidiaries may incur substantial additional indebtedness in the future, including under our Credit Facility or in connection with expansion, development, investment or other strategic initiatives. Our future ability to satisfy any debt obligations is subject, to some extent, to financial, market, competitive, legislative, regulatory, and other factors that are beyond our control. If new debt is added to our consolidated debt levels, the risks associated with our indebtedness could increase, and substantial debt obligations could have negative consequences to our business, including increasing our vulnerability to adverse economic or industry conditions and requiring us to dedicate a significant portion of our cash flows to debt service rather than to operating or growth initiatives.

 

The terms of our Credit Facility and other debt instruments do not fully prohibit us or our subsidiaries from incurring additional indebtedness, and borrowings under the Credit Facility could be effectively senior to other indebtedness to the extent of the value of the collateral securing such borrowings.

 

Note 7, Long-Term Debt, included in the notes to our audited consolidated financial statements presented in Part II, Item 8, contains further disclosure regarding our current outstanding debt. In addition, Note 16, Subsequent Events, includes further disclosure regarding our Amended and Restated Credit Agreement entered into on January 21, 2026.

 

The restrictive covenants in our Credit Facility and other debt instruments may limit our operational and financial flexibility, and failure to comply with these covenants could adversely impact our business.

 

Our current debt instruments contain, and any future debt instruments are likely to contain, a number of restrictive covenants that impose significant operating and financial restrictions on us. These covenants restrict our ability to, among other things: incur additional debt, including providing guarantees or credit support; incur liens securing indebtedness or other obligations; make certain investments; dispose of assets; make certain acquisitions; pay dividends or make distributions and make other restricted payments; enter into sale and leaseback transactions; engage in new businesses; and enter into transactions with our stockholders and our affiliates.

 

In addition, our Credit Facility contains certain financial covenants, including, without limitation, covenants requiring us to maintain: (i) a minimum consolidated interest coverage ratio on a quarterly basis of 2.50 to 1.00, and (ii) a maximum Consolidated Total Net Leverage Ratio ("CTNL Ratio") on a quarterly basis. The CTNL Ratio is calculated as Consolidated Net Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the Credit Agreement and must be no higher than 4.50 to 1.00. Our Credit Facility also imposes limitations on the incurrence of indebtedness and liens, transfers, sales and other dispositions, and restrictions on investments, dividends and certain other payments.

 

Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of our indebtedness and have a significant adverse effect on our business, results of operations and financial condition.

 

 

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We require a significant amount of cash to service our debt. Our ability to generate cash depends on many factors beyond our control.

 

Our ability to make payments, refinance, or otherwise service our indebtedness and to fund planned capital expenditures and expansion efforts depends on our ability to generate cash. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control, including interest rates.

 

Our business may not generate sufficient cash flows from operations, and future borrowings may not be available to us under the Credit Facility in amounts sufficient for us to retire our current indebtedness as such indebtedness matures and to fund our other liquidity needs. If our cash flows from operations are insufficient, or if access to capital under our Credit Facility or other financing sources is limited, we may be required to refinance all or a portion of our indebtedness as it matures or seek alternative sources of liquidity. There can be no assurance that refinancing or other financing will be available on commercially reasonable terms, or at all. In such circumstances, we may be required to adjust our operating plans, including by reducing or delaying capital expenditures, disposing of assets, or pursuing alternative financing arrangements. In addition, certain state laws contain restrictions on the ability of companies engaged in the gaming business to undertake certain financing transactions. Such restrictions may prevent us from obtaining the necessary capital to meet our current repayment obligations.

 

Current and future economic, capital and credit market conditions could adversely affect our ability to service our indebtedness and other financial commitments or make planned expenditures.

 

Our ability to make payments on our indebtedness and other financial commitments, including the rent payments under our leases, and to fund planned or committed capital expenditures and other investments depends on our ability to generate cash flow, borrow under the Credit Facility or incur new indebtedness. Capital market volatility and prevailing high interest rates increases our cost of capital. Additionally, borrowings under certain of our facilities are at variable rates of interest and expose us to interest rate volatility. If interest rates increase, our debt service obligations on certain of our variable rate indebtedness will increase even though the amount borrowed remains the same. Our ability to timely refinance and replace our indebtedness on attractive terms or at all will be significantly influenced by the economic and capital market conditions at the time of such refinancing. If we are unable to refinance our indebtedness on a timely basis or if attractive financing terms are not available to us, we might be forced to seek alternate forms of financing, dispose of certain assets or minimize capital expenditures and other investments. There is no assurance that any of these alternatives would be available to us, if at all, on satisfactory terms.

 

We are required to pay a substantial amount of rent pursuant to our Master Lease agreements with GLPI, which impacts free cash flow and could limit our ability to invest in our operations or seek additional development or strategic opportunities.

 

We lease the real estate of Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park (each an "OpCo," and collectively the "OpCos") from GLPI, pursuant to two triple net REIT Master Leases (the "Master Leases"). Current annual rent under the Master Leases is $113.8 million, with rental increases over time. The Master Leases also include substantial additional obligations that may require future uses of free cash flow, including obligations to maintain and repair the properties and minimum annual capital investment requirements. The Master Leases also provide that we assume the risk of loss with respect to any casualty or condemnation event, and we may be required to repair or rebuild the facility in such event.

 

These obligations, should the circumstances arise, could significantly impact free cash flow and adversely impact our ability to invest in our operations or seek additional development or strategic opportunities. For example, our obligations under the Master Leases may limit our ability to:

 

 

•

prepay or repay our long-term debt or to obtain additional indebtedness;
 

•

fund working capital, capital expenditures and other general corporate activities; and
  • respond to changes in our business and the industry in which we operate, including pursuing new markets and additional lines of business, development opportunities, acquisitions and other strategic investments that we might otherwise pursue.

 

Any of the above listed factors could have a material adverse effect on our business, financial condition and results of operations.

 

Risks Related to our Equity Ownership

 

Certain of our stockholders own large interests in our capital stock and may significantly influence our affairs.

 

Marianne Boyd Johnson, our Chairman, together with her immediate family, beneficially owned approximately 30% of the Company's outstanding shares of common stock as of December 31, 2025. As such, the Boyd family could significantly influence our affairs, including electing the members of our Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation, or sale of assets.

 

 

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ITEM 1B.    Unresolved Staff Comments

None

 

 

ITEM 1C.    Cybersecurity

Cybersecurity represents a critical component of the Company’s overall approach to risk management. The Company’s cybersecurity policies, standards and practices are fully integrated into our approach to risk management, and cybersecurity risks are among the core enterprise risks that are subject to oversight by our Board of Directors (the "Board"). The Company uses recognized frameworks from the National Institute of Standards and Technology as guidelines to inform its cybersecurity policies, standards, and practices. We generally approach cybersecurity matters through a cross-functional, multilayered approach, with specific goals of: (i) identifying, preventing and mitigating cybersecurity threats to the Company; (ii) preserving the confidentiality, integrity and availability of the information that we collect and store to use in our business; (iii) protecting our intellectual property; (iv) maintaining the confidence of our customers, clients and business partners; and (v) providing appropriate public disclosure of cybersecurity risks and incidents when required.

 

Risk Management and Strategy

Consistent with our Information Security Policies and Standards, our cybersecurity program focuses on the following areas:

 

 •

Awareness: We maintain an extensive presence with cybersecurity threat operations functioning continuously and uninterrupted with the specific goal of identifying, preventing, and mitigating cybersecurity threats and responding to cybersecurity incidents in accordance with our established incident response and recovery plans.

 

 •

Systems Safeguards: We deploy systems safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through ongoing vulnerability assessments and cybersecurity threat intelligence.

 

 •

Collaboration: We use collaboration mechanisms established with public and private entities, including intelligence and enforcement agencies, industry groups and third-party service providers, to identify, assess and respond to cybersecurity risks.

 

 •

Third-Party Risk Management: We employ a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our systems, as well as third-party systems that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.

 

 •

Training: We provide regular mandatory training for personnel regarding cybersecurity threats, which reinforces our information security policies, standards and practices, and such training is scaled to reflect the roles, responsibilities and information systems access of such personnel. We also publish an internal cybersecurity newsletter on an ad-hoc basis for enterprise-wide consumption to promote awareness of trends in cybersecurity threats and attack techniques.

 

 •

Incident Response and Recovery Planning: We have established and maintain comprehensive incident response and recovery plans that address our response to and recovery from a cybersecurity incident, and such plans are tested and evaluated on a periodic basis.

 

 •

Communication, Coordination and Disclosure: We take a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from our technology, operations, legal, internal audit and other key business functions and engage with our Board in an ongoing dialogue regarding cybersecurity threats and incidents while also implementing controls and procedures for the assessment and escalation of cybersecurity incidents pursuant to established thresholds so that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner.

 

 •

Governance: Our Board regularly interacts with our Chief Information Security Officer ("CISO") and other members of management on cybersecurity risk management.

 

A key part of our strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of our processes and practices through auditing, assessments, tabletop exercises, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures. We regularly engage third parties to perform assessments of our cybersecurity program, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to the Board, and we adjust our cybersecurity policies, standards, processes, and practices as necessary based on the information provided.

 

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Governance

Our Board oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that management implements to address risks from cybersecurity threats. Our Board receives regular presentations and reports on cybersecurity risks, which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to our peers and third parties. Our Board also receives prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding such incident until it has been addressed. At least quarterly, the Board discusses the Company’s approach to cybersecurity risk management with our CISO.

 

Our CISO is the member of our management team that is principally responsible for overseeing our cybersecurity program, in partnership with other business leaders across the Company. Our CISO has served in various roles in information technology and information security for over 25 years and holds a degree in Business Administration with a major in Accounting and Finance and a graduate degree in International Management. Our CISO also holds advanced certifications as a Certified Information Systems Security Professional and as a Qualified Technology Executive granted by Digital Directors Network and works in coordination with the other members of management, including, but not limited to, the Company’s President and Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, and General Counsel. Our Chief Technology Officer holds an undergraduate degree in computer science and economics from Northwestern and has served in various roles in information technology for over 34 years with Boyd Gaming and numerous other public companies. The Company’s President and Chief Executive Officer, Chief Financial Officer, and General Counsel each hold undergraduate and graduate degrees in their respective fields, and each has years of experience with managing risks at the Company and in environments similar to the Company’s, including risks arising from cybersecurity threats.

 

Our CISO works collaboratively across the Company to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents. To facilitate the success of this program, multidisciplinary teams are deployed to address cybersecurity threats and to respond to cybersecurity incidents in accordance with our incident response and recovery plans. Through the ongoing communications from these teams, the CISO monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents in real time, and reports such incidents to the Board when appropriate.

 

Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected the Company, including our business strategy, results of operations, or financial condition. We believe with the cybersecurity and governance program we have in place that we have and continue to implement effective processes and controls to prevent cybersecurity incidents from being reasonably likely to materially affect the Company. Refer to "Item 1A. Risk Factors" in this annual report on Form 10-K, including “Failure to maintain the integrity of our information technology systems, protect our internal information, or comply with applicable privacy and data security regulations could adversely affect us”, for additional discussion about cybersecurity-related risks.

 

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ITEM 2.    Properties

Information relating to the location and general characteristics of our properties is provided in Part I, Item 1, Business - Properties, and is incorporated herein by reference.

 

As of December 31, 2025, some of our properties utilized leased property in their operations.

 

The real estate parcels utilized by four of our properties are subject to Master Lease agreements with GLPI. The properties under the Master Lease agreements are:

 

 

•

Ameristar Kansas City, including approximately 250 acres of leased land and building.
     
 

•

Ameristar St. Charles, including approximately 240 acres of leased land and building.
     
 

•

Belterra Resort, including approximately 315 acres of leased land and building.
     
  • Belterra Park, including approximately 160 acres of leased land and building.

 

In addition, all or a portion of the sites for the following properties are leased:

 

 

•

Suncoast, located on 49 acres of leased land.
     
 

•

California, located on 13.9 acres of owned land and 1.6 acres of leased land.
     
 

•

Fremont, located on 1.4 acres of owned land and 0.9 acres of leased land.
     
 

•

IP, located on 24 acres of owned land and 3.9 acres of leased land.
     
 

•

Treasure Chest, located on 13 acres of leased land.
     
 

•

Sam's Town Shreveport, located on 18 acres of leased land.
     
 

•

Diamond Jo Dubuque, located on 7 acres of owned land and approximately 2 acres of leased parking surfaces.
     
 

•

Evangeline Downs, which leases the facilities that comprise the Henderson and St. Martinville OTBs.

 

ITEM 3.    Legal Proceedings

See Item 8 of Part II, "Financial Statements and Supplementary Data - Note 9, Commitments and Contingencies - Legal Matters."

 

ITEM 4.    Mine Safety Disclosures

Not applicable

 

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PART II

 

ITEM 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the New York Stock Exchange ("NYSE") under the symbol "BYD". On February 16, 2026, the closing sales price of our common stock on the NYSE was $81.99 per share. On that date, we had 421 holders of record of our common stock and our directors and executive officers owned approximately 31% of the outstanding shares. There are no other classes of common equity outstanding.

 

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. We repurchased 10.1 million shares during the year ended December 31, 2025. As of December 31, 2025, $362.1 million of repurchase authorization remained available under the Share Repurchase Program.

 

The following table discloses share repurchases that we have made pursuant to the Share Repurchase Program during the three months ended December 31, 2025.

 

Period

  

Total Number of Shares Purchased

    

Average Price Paid Per Share

    

Total Number of Shares Purchased as Part of a Publicly Announced Plan

    

Approximate Dollar Value That May Yet Be Purchased Under the Plan

  

October 1, 2025 through October 31, 2025

     821,270     $ 81.71       821,270     $ 480,343,128  

November 1, 2025 through November 30, 2025

     1,017,267       79.93       1,017,267       399,037,406  

December 1, 2025 through December 31, 2025

     444,172       83.09       444,172       362,129,334  

Totals

     2,282,709     $ 81.18       2,282,709     $ 362,129,334  

 

Subject to applicable corporate securities 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 contained in our Credit Facility and the indentures for our outstanding senior notes. We are not obligated to repurchase any shares under this program and repurchases under the Share Repurchase Program can be discontinued at any time at our sole discretion. Repurchases under the Share Repurchase Program are funded with existing cash resources, cash generated from operations and availability under our Credit Facility.

 

We may 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. Repurchases of shares 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. 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.

 

Our Definitive Proxy Statement to be filed in connection with our 2026 Annual Meeting of Stockholders, incorporated herein by reference, contains information concerning securities authorized for issuance under equity compensation plans within the captions Ownership of Certain Beneficial Owners and Management and Equity Compensation Plan Information.

 

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Stock Performance Graph

The graph below compares the five-year cumulative total return on our common stock to the cumulative total return of the Standard & Poor's MidCap 400 Index ("S&P MidCap 400") and to the Dow Jones U.S. Gambling Index ("Dow Jones US Gambling"). The performance graph assumes that $100 was invested on December 31, 2020 in each of the Company's common stock, the S&P MidCap 400 and Dow Jones US Gambling, and that all dividends were reinvested. The stock price performance shown in this graph is neither necessarily indicative of, nor intended to suggest, future stock price performance.

 

byd2025.jpg
 
   

Indexed Returns

  
   

Boyd Gaming Corp.

  

S&P MidCap 400

  

Dow Jones US Gambling

  

December 2021

     152.77     124.76     87.18  

December 2022

     128.47     108.47     65.00  

December 2023

     148.99     126.29     84.71  

December 2024

     174.52     143.88     84.53  

December 2025

     206.98     154.68     81.82  

 

The performance graph should not be deemed filed or incorporated by reference into any other of our filings under the Securities Act of 1933 or the Exchange Act of 1934, unless we specifically incorporate the performance graph by reference therein.

 

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ITEM 6.    Reserved

 

ITEM 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information included in this Annual Report on Form 10-K. For the year ended December 31, 2023, and changes from the year ended December 31, 2023 to the year ended December 31, 2024, management’s discussion and analysis pertaining to our financial condition, changes in our financial condition, and the results of our operations have been omitted from this MD&A and may be found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations as included in our Annual Report on Form 10-K for the year ended December 31, 2024. In 2025, the Company separated out online reimbursements revenue from online revenue and online reimbursements expense from online expense and recast its consolidated statements of operations to reflect these changes, as discussed further in Note 1, Summary of Significant Accounting Policies - Recasted Consolidated Statements of Operations. Given this recast, the Company has provided changes for the year ended December 31, 2023 to the year ended December 31, 2024 for the revenue sources, including online revenue and online reimbursements revenue, that were impacted by the recast. The disaggregation of online reimbursements revenue from online revenue and online reimbursements expense from online expense did not impact the Company's total revenues, net income or earnings per share as previously reported for 2024 and 2023. In addition to the historical information, certain statements in this discussion are forward-looking statements based on current expectations that involve risks and uncertainties. Actual results and the timing of certain events may differ significantly from those projected in such forward-looking statements.

 

Our primary areas of focus are: (i) growing revenues and building loyalty among our core customers; (ii) ensuring our existing operations are managed as efficiently as possible; (iii) maintaining the strength of our balance sheet, including our leverage ratios, and finding opportunities to diversify and increase cash flow; (iv) returning capital to shareholders through share repurchases and dividends; (v) investing in our existing operations to enhance our offerings and remain positioned for growth; and (vi) successfully pursuing our growth strategy, which is built on identifying development opportunities in our existing portfolio and acquiring assets that we believe are a strategic fit and provide an appropriate return to our shareholders.

 

EXECUTIVE OVERVIEW

Boyd Gaming Corporation (the "Company," "Boyd Gaming," "we" or "us") is a multi-jurisdictional gaming company that has been in operation since 1975.

 

As of December 31, 2025, we had 27 gaming entertainment properties. Headquartered in Las Vegas, Nevada, we have geographically diversified gaming entertainment properties in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio, Pennsylvania and Virginia. In addition, we own and operate Boyd Interactive, a B2B and B2C 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 Online segment includes the operating results of our online gaming business, including the acquisition on September 1, 2024 of Boyd Digital (collectively, "Boyd Interactive"), and online market access fees from our agreements with third parties throughout the United States. To reconcile Reportable Segments information to the consolidated information, the Company has aggregated nonreportable operating segments into a Managed & Other category. The Managed & Other category includes management fees earned under our management contract with Wilton Rancheria for the management of Sky River Casino in northern California and the operating results of Lattner, our Illinois distributed gaming operator. 

 

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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.

 

     

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 (3)

  

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
The Interim Gaming Hall (4)   Norfolk, Virginia

 

(1) Property has been closed since March 18, 2020. The Company began demolition of the property during the fourth quarter of 2025.

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

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

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

 

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

 

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.

 

Until July 31, 2025, we also held 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 market access agreements and enter into certain new market access agreements. The sale of our five percent equity interest in FanDuel closed on July 31, 2025 ("FanDuel Equity Sale"), and the Company received aggregate cash proceeds of $1,758.0 million. See also Note 1, Summary of Significant Accounting Policies - Collaborative Arrangements - FanDuel.

 

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. The aggregate cash proceeds from the FanDuel Equity Sale during the third quarter of 2025 were used primarily to repay outstanding borrowings under our Credit Facility.

 

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 "Boyd Style" customer service helps distinguish our Company and our brands 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.

 

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.

 

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RESULTS OF OPERATIONS

Overview

 

   

Year Ended December 31,

  

(In millions)

  

2025

    

2024

  

Total revenues

   $ 4,092.0     $ 3,930.2  

Operating income

     748.4       927.8  

Net income

     1,838.9       578.0  

 

Total Revenues

Total revenues increased $161.8 million, or 4.1%, for 2025 as compared to 2024 due primarily to the following: (i) an increase in online reimbursements revenue of $125.7 million, which relates to reimbursements of gaming taxes and other expenses paid on behalf of our online partners; (ii) an increase in gaming revenues of $54.2 million, or 2.1%, driven by an increase in slot handle of 2.8% and slot win of 2.5%; and (iii) an increase in management fees of $10.5 million related to our management of Sky River Casino; offset by (iv) a decrease in online revenue of $23.6 million, which was driven by a $56.5 million decrease in revenue from market access agreements and offset by a $32.9 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Boyd Digital on September 1, 2024. The $56.5 million decrease in revenue from market access agreements for 2025 was due to the termination of certain agreements starting in third quarter 2025 and in some instances, entry into new agreements at lower rates than those terminated. In addition, 2024 was favorably impacted by $32.1 million in one-time market access fees.

 

Operating Income 

In 2025, our operating income decreased $179.4 million, or 19.3%, as compared to 2024. Operating income was unfavorably impacted by a $117.9 million increase in impairment of assets over the prior year as the Company recorded long-lived asset impairment charges of $128.4 million during 2025 related to property and equipment in the Las Vegas Locals and Midwest & South segments and operating lease right-of-use assets in the Midwest & South segment, compared to a $10.5 million impairment charge during 2024 related to a gaming license right in the Midwest & South segment. In addition, depreciation and amortization increased $26.1 million driven by a full year of depreciation in 2025 after completion of the new land-based casino at Treasure Chest in June 2024 and our hotel room renovations at multiple properties. While we experienced growth in gaming revenues during 2025, one of our higher margin revenue streams, and growth in Boyd Interactive revenues during 2025, both as discussed above, that growth was offset by the $56.5 million decrease in market access fee revenue, as also discussed above. Market access fee revenue has minimal expenses associated with it such that an increase or decrease in market access fee revenue will have a greater impact on operating income than increases or decreases in other revenue streams. In addition, the increase in online reimbursements revenue of $125.7 million, as discussed above, resulted in zero operating income as an equal amount representing the amount of gaming taxes and other expenses paid on behalf of our online partners is also recorded as expense.

 

Net Income 

For the year ended December 31, 2025, net income was $1,838.9 million, compared with net income of $578.0 million for the prior year. This increase was primarily driven by the following: (i) a $1,748.0 million gain on the FanDuel Equity Sale in the third quarter of 2025; offset by (ii) a $316.7 million increase in the income tax provision primarily driven by the FanDuel Equity Sale; and offset by (iii) the $179.4 million decrease in operating income, as discussed above.

 

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Operating Revenues

We derive the majority of our revenues from our gaming operations, which generated approximately 64% and 66% of our revenues in 2025 and 2024, respectively. Online reimbursements revenues, which include reimbursements received from our third-party operators for gaming taxes and other expenses we pay under the market access agreements, represent our next most significant revenue source, generating 14% and 11% of our revenues in 2025 and 2024, respectively. Food & beverage revenues, room revenues, online revenues, management fee revenues and other revenues separately contributed 8% or less of revenues in each of 2025 and 2024.

 

   

Year Ended December 31,

  

(In millions)

  

2025

    

2024

  

REVENUES

                

Gaming

   $ 2,638.2     $ 2,583.9  

Food & beverage

     310.2       303.5  

Room

     191.3       204.6  

Online

     132.1       155.8  

Online reimbursements

     576.2       450.5  

Management fee

     98.9       88.4  

Other

     145.1       143.5  

Total revenues

   $ 4,092.0     $ 3,930.2  
                 

DEPARTMENTAL OPERATING EXPENSES

                

Gaming

   $ 1,026.6     $ 999.8  

Food & beverage

     265.6       253.9  

Room

     77.1       77.6  

Online

     68.2       47.3  

Online reimbursements

     576.2       450.5  

Other

     51.2       51.3  

Total departmental operating expenses

   $ 2,064.9     $ 1,880.4  
                 

MARGINS

                

Gaming

     61.1 %     61.3 %

Food & beverage

     14.4 %     16.3 %

Room

     59.7 %     62.1 %

Online

     48.4 %     69.6 %

Online reimbursements

     0.0 %     0.0 %

Other

     64.7 %     64.3 %

 

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 $54.2 million, or 2.1%, increase in gaming revenues during 2025 as compared to the prior year, was primarily due to increases in slot handle of 2.8% and slot win of 2.5%. 

 

Food & Beverage

Food & beverage revenues increased $6.7 million, or 2.2%, during 2025 as compared to prior year, primarily due to an increase in average guest check of 7.0%, offset by a 2.8% decrease in food covers. Food & beverage margin for the year ended December 31, 2025, decreased to 14.4% from 16.3% for the prior year comparable period, primarily due to a 9.6% increase in cost per guest served.

 

Room

Room revenues decreased $13.3 million, or 6.5%, in 2025 compared to 2024 due primarily to a decline in average daily rate of 3.4% and hotel occupancy rate of 0.9%. Room margin for the year ended December 31, 2025, declined to 59.7% from 62.1% for the prior year, primarily due to a 2.9% increase in cost per room.

 

Online

Online revenues decreased $23.6 million, or 15.1%, in 2025 compared to 2024 primarily driven by a $56.5 million decrease in revenue from market access agreements due to the termination of certain agreements starting in the third quarter of 2025 and in some instances, entry into new agreements at lower rates than those terminated. In addition, 2024 favorably benefitted from $32.1 million of one-time market access fees. Offsetting this decline is a $32.9 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Boyd Digital on September 1, 2024. Online margins declined during the year ended December 31, 2025, compared to the prior year, due primarily to the changes in our market access agreements starting in the third quarter of 2025. The fees we receive under our market access agreements generate high margin revenues as we incur minimal costs related to such agreements. As such, the lower market access fees we now receive from the new agreements entered into during the third quarter of 2025 had an unfavorable impact on online margins as compared to the prior year, and we expect these lower margins to continue and further dilute with a full year of lower market access fee revenues.

 

Online revenues increased $61.6 million, or 65.3%, in 2024 compared to 2023 due primarily to a $38.1 million increase in market access fees, including $32.1 million of one-time market access fees, and a $23.4 million increase in revenue from Boyd Interactive, inclusive of Boyd Digital upon acquisition on September 1, 2024.

 

Online reimbursements

Online reimbursements revenues increased $125.7 million, or 27.9%, in 2025 compared to 2024 and represents an increase in reimbursements of gaming taxes and other expenses paid on behalf of our online partners.

 

Online reimbursements revenues increased $122.5 million, or 37.3%, in 2024 compared to 2023 and represents an increase in reimbursements of gaming taxes and other expenses paid on behalf of our online partners.

 

Management Fee

Management fee revenues of $98.9 million and $88.4 million in 2025 and 2024, respectively, relate to our management agreement with Wilton Rancheria to manage the Sky River Casino in northern California. 

 

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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 by $1.6 million, or 1.1%, during 2025 as compared to 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 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 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. We have 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:

 

   

Year Ended December 31,

  

(In millions)

  

2025

    

2024

  

Total revenues

                

Las Vegas Locals

   $ 890.0     $ 894.5  

Downtown Las Vegas

     228.7       230.1  

Midwest & South

     2,116.6       2,063.4  

Online

     708.3       606.2  

Managed & Other

     148.4       136.0  

Total revenues

   $ 4,092.0     $ 3,930.2  
                 

Adjusted EBITDAR (1)

                

Las Vegas Locals

   $ 420.5     $ 428.4  

Downtown Las Vegas

     80.5       83.3  

Midwest & South

     777.7       765.7  

Online

     63.1       107.6  

Managed & Other

     108.1       96.2  

Corporate expense

     (96.1 )     (90.6 )

Adjusted EBITDAR

   $ 1,353.8     $ 1,390.6  

 

(1) Refer to Note 14, Segment Information, in the notes to the consolidated financial statements for a reconciliation of Adjusted EBITDAR to net income attributable to Boyd Gaming, as reported in accordance with GAAP in our accompanying consolidated statements of operations.

 

Las Vegas Locals

Total revenues decreased $4.6 million, or 0.5%, during 2025 as compared to the prior year. Room revenues declined $13.4 million over the prior year comparable period, primarily due to declines in hotel occupancy rate and average daily rate of 4.9% and 7.8%, respectively. 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 and the softness in destination business primarily during the latter half of 2025. Offsetting this decline, was an increase in gaming revenues of $6.4 million primarily due to increases in slot win of 2.0% and slot handle of 1.4%. Food & beverage revenues increased $3.1 million, which was attributable to an 8.3% increase in average guest check and 0.5% increase in food covers.

 

Adjusted EBITDAR decreased $7.9 million, or 1.8%, during 2025 as compared to the prior year, due primarily to the $13.4 million room revenue decline combined with revenue mix changes, with higher margin room revenues in 2025 decreasing from the prior year and lower margin food & beverage revenues in 2025 increasing over the prior year. 

 

Downtown Las Vegas

Total revenues decreased $1.4 million, or 0.6%, during 2025 as compared to the prior year. Gaming revenues decreased $1.9 million primarily due to a 1.7% decrease in both slot handle and slot win.

 

Adjusted EBITDAR decreased $2.9 million, or 3.4%, during 2025 as compared to the prior year, primarily due to the gaming revenue decline, as discussed above, and a 6.9% increase in cost per guest served while food & beverage revenues were essentially flat year over year.

 

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Midwest & South

Total revenues increased $53.2 million, or 2.6%, in 2025 as compared to 2024, reflecting revenue increases in all departmental categories. Gaming revenues increased $47.4 million which was attributable to increases in table game hold of 4.1%, slot handle of 3.8% and slot win of 2.9% over the prior year. Food & beverage revenue increased $3.4 million, which was driven by a 7.5% increase in average guest check, offset by a 4.7% decrease in food covers. The increases were primarily driven by Treasure Chest, which opened its new land-based casino in June 2024.

 

Adjusted EBITDAR increased $11.9 million, or 1.6%, in 2025 as compared to 2024, due primarily to the revenue increases discussed above and a full year of contributions from Treasure Chest's new land-based casino after opening in June 2024.

 

Online

Online revenues increased $102.1 million, or 16.8%, in 2025 as compared to 2024, primarily driven by an increase of $125.7 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners and a $32.9 million increase in revenue from Boyd Interactive's operations, driven by the acquisition of Boyd Digital on September 1, 2024. Offsetting these increases, was a $56.5 million decrease in revenue related to the market access agreement changes in the latter half of 2025 and the $32.1 million of one-time market access fees in 2024, as discussed above.

 

Adjusted EBITDAR decreased by $44.5 million, or 41.3%, in 2025 as compared to 2024. There was an equal amount of expense recorded for the revenue related to the reimbursement of gaming taxes and other expenses, and thus online reimbursements revenue growth resulted in no impact to Adjusted EBITDAR. As such, the Adjusted EBITDAR decrease for the year ended December 31, 2025, was driven primarily by the reduction in revenue under our market access agreements offset by growth in Boyd Interactive's operations driven by the acquisition of Boyd Digital on September 1, 2024, all as discussed above.

 

Managed & Other

In 2025, total revenues increased by $12.4 million and Adjusted EBITDAR increased by $12.0 million, as compared to 2024, primarily due to a $10.5 million increase in Sky River Casino management fees for 2025 compared to 2024.

 

Other Operating Costs and Expenses

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

 

   

Year Ended December 31,

  

(In millions)

  

2025

    

2024

  

Selling, general and administrative

   $ 433.1     $ 427.2  

Master lease rent expense

     113.8       111.4  

Maintenance and utilities

     151.2       148.4  

Depreciation and amortization

     302.7       276.6  

Corporate expense

     121.9       113.9  

Project development, preopening and writedowns

     12.4       28.6  

Impairment of assets

     128.4       10.5  

Other operating items, net

     15.4       5.4  

 

Selling, General and Administrative

Selling, general and administrative expenses include marketing, technology, compliance and risk, surveillance and security. These costs, as a percentage of revenues, were 10.6% and 10.9% for 2025 and 2024, respectively. While we continue to focus on our disciplined operating model and targeted marketing approach, selling, general and administrative expenses were favorably impacted by the increase in online reimbursements revenues over the prior year. Absent online reimbursements revenues, selling, general and administrative expenses, as a percentage of revenues, were consistent with prior year.

 

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 year over year at $113.8 million and $111.4 million during 2025 and 2024, respectively.

 

Maintenance and Utilities

Maintenance and utilities expenses, as a percentage of revenues, remained generally consistent at 3.7% and 3.8% for 2025 and 2024, respectively. Similar to selling, general and administrative expenses, absent online reimbursements revenue, maintenance and utilities expenses, as a percentage of revenues, were consistent with prior year.

 

Depreciation and Amortization

Depreciation and amortization expenses were $302.7 million and $276.6 million during 2025 and 2024, respectively. The increase in depreciation and amortization expense, for the year ended December 31, 2025, as compared to the prior year, is primarily driven by a full year of depreciation of the new land-based casino at Treasure Chest, which opened in June 2024 and hotel room renovations at multiple properties.

 

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Corporate Expense

Corporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other administrative 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 3.0% and 2.9% of revenues for 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 2025, the Company incurred $10.2 million in project development and preopening costs, primarily related to the opening of The Interim Gaming Hall in Norfolk, Virginia and other development projects and $4.7 million in asset writedowns, offset by $2.5 million in insurance proceeds related to an asset disposition. During 2024, the Company incurred $15.0 million in project development and preopening costs, primarily related to the opening of the Treasure Chest land-based casino and other development projects, $10.7 million in asset writedowns and $3.0 million in demolition costs. 

 

Impairment of Assets

During 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. In addition, as a result of our third quarter 2025 impairment review, the Company recorded a long-lived asset impairment charge of $47.3 million for property and equipment related to our Midwest & South segment and $17.8 million for property and equipment related to our Las Vegas Locals segment. Further, as a result of our fourth quarter 2025 impairment review, the Company recorded a long-lived asset impairment charge of $25.0 million for property and equipment and $6.0 million for operating lease right-of-use assets related to our Midwest & South segment.

 

During 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 primarily related to a decline in operational performance.

 

Other Operating Items, Net

Other operating items, net, is generally comprised of miscellaneous non-recurring operating charges, including severance payments to separated employees, certain non-recurring litigation charges, natural disasters and severe weather impact, including hurricane and flood expenses, and subsequent recoveries of such costs, as applicable. The $15.4 million of other operating items, net in 2025, was primarily driven by severance with the closure of our Sam's Town Tunica property, weather-related expenses and miscellaneous non-recurring operating charges. The $5.4 million of other operating items, net in 2024, was primarily driven by non-recurring litigation reserves.

 

Other Expense (Income)

Interest Expense, Net

 

   

Year Ended December 31,

  

(In millions)

  

2025

    

2024

  

Interest expense, net of capitalized interest and interest income

   $ 152.8     $ 175.8  

Average long-term debt balance (1)

     2,844.2       2,987.4  

Weighted average interest rates

     5.0 %     5.6 %
                 

Mix of Debt at Year End

                

Fixed rate debt

     92.2 %     59.4 %

Variable rate debt

     7.8 %     40.6 %

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

 

Interest expense, net of capitalized interest and interest income, decreased $23.0 million, or 13.1%, from 2024 to 2025. The decline was primarily driven by a decrease in the weighted average debt balance of $143.3 million and an approximate 60 basis point decrease in the weighted average interest rate. Interest expense, net of capitalized interest and interest income, and the weighted average debt balance were favorably impacted in 2025 as a result of the FanDuel Equity Sale and the use of the proceeds in the third quarter to repay outstanding borrowings and retire the Term A Loan (as defined below in "Liquidity and Capital Resources - Indebtedness") under the Credit Facility. 

 

Early Extinguishments and Modifications of Debt

In 2025, the Company incurred $1.4 million in loss on early extinguishments of debt due to the full repayment and extinguishment of the Term A Loan with proceeds from the FanDuel Equity Sale. The $1.4 million incurred relates to the write-off of unamortized deferred finance charges associated with the Term A Loan.

 

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Other, net

Included within Other, net for 2025, is the gain from the FanDuel Equity Sale, net of transaction costs.

 

Income Taxes

The effective tax rate during 2025 and 2024 was 21.1% and 23.1%, respectively. Our tax rate for 2025, was favorably impacted from the purchase of renewable energy tax credits at a discount and excess tax benefits related to equity compensation and unfavorably impacted by state taxes and nondeductible compensation. During 2025, there was a one-time discrete charge related to the FanDuel Equity Sale which reduced our effective tax rate given specific state taxes that apply to the gain. Our effective tax rate for 2024 was unfavorably impacted by certain nondeductible expenses, including nondeductible compensation and employee benefit expenses, which were partially offset by the inclusion of excess tax benefits related to equity compensation, 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. 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. Certain provisions of the OBBBA such as the modification of limitation on business interest expense and the 100% bonus depreciation were included in our operating results for 2025. These changes did not have any significant impact to our effective tax rate, however, did result in a reduction to our cash taxes for 2025.

 

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 December 31, 2025, there were no changes to our unrecognized tax benefits to date.

 

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. Our cash and cash equivalents balances were $353.4 million and $316.7 million at December 31, 2025 and 2024, respectively. In addition, we held restricted cash balances of $5.4 million and $4.7 million at December 31, 2025 and 2024, respectively. Our working capital deficit at December 31, 2025 and 2024 was $448.5 million and $61.2 million, respectively. The increase in our working capital deficit from December 31, 2024 to December 31, 2025 was driven by $371.3 million of current liabilities for the purchase of renewable energy tax credits.

 

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. 

 

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Cash Flows Summary

 

   

Year Ended December 31,

  

(In millions)

  

2025

    

2024

  

Net cash provided by operating activities

   $ 976.7     $ 957.1  
                 

Cash flows from investing activities

                

Capital expenditures

     (588.2 )     (400.4 )

Cash paid for acquisitions, net of cash received

     —       (30.3 )

Cash paid for gaming license right intangible asset

     (85.0 )     —  

Payments received on note receivable

     —       0.2  

Advances made under note receivable

     (31.8 )     —  

Proceeds from sale of investment

     1,758.0       —  

Other investing activities

     (10.2 )     (3.4 )

Net cash provided by (used in) investing activities

     1,042.8       (433.9 )
                 

Cash flows from financing activities

                

Net (payments) borrowings under credit facility

     (1,139.6 )     254.0  

Share-based compensation activities, net

     (6.2 )     (14.8 )

Shares repurchased and retired

     (778.3 )     (685.9 )

Dividends paid

     (58.2 )     (62.7 )

Other financing activities

     —       (0.2 )

Net cash used in financing activities

     (1,982.3 )     (509.6 )

Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash

     0.2       (0.2 )

Increase in cash, cash equivalents and restricted cash

   $ 37.4     $ 13.4  

 

Cash Flows from Operating Activities

During 2025 and 2024, we generated operating cash flow of $976.7 million and $957.1 million, respectively. The increase in operating cash flow during 2025 was due primarily to the collection of $15.9 million in receivables as of December 31, 2024 related to the $32.1 million in one-time market access fees recognized in 2024.

 

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 2025, we incurred net cash inflows for investing activities of $1,042.8 million comprised of the following: (i) $1,758.0 million of cash proceeds received from the FanDuel Equity Sale; offset by cash outflows of (ii) capital expenditures of $588.2 million, primarily related to our various guest room remodels, meeting and convention center expansion at Ameristar St. Charles, casino development in Norfolk, Virginia and new Cadence Crossing casino in Las Vegas, slot machines, land, IT equipment and building projects at various properties; (iii) cash paid for gaming license right intangible asset related to the Norfolk, Virgina project of $85.0 million; and (iv) advances made under a note receivable of $31.8 million. 

 

During 2024, we incurred net cash outflows for investing activities of $433.9 million comprised of capital expenditures of $400.4 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. Investing cash outflows were also impacted by net cash paid of $30.3 million related to the acquisition of Boyd Digital.

 

Cash Flows from Financing Activities

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

 

The net cash outflows from financing activities during 2025 are primarily driven by the net payments on the Credit Facility of $1,139.6 million. During the third quarter of 2025, the Company repaid amounts outstanding under the Revolving Credit Facility, including the full retirement of the Term A Loan, with the proceeds from the FanDuel Equity Sale. This repayment is offset by increased borrowings under the Credit Facility as we increased our capital expenditures and share repurchase activity by a combined total of $280.2 million over 2024, with share repurchases totaling $778.3 million in 2025 and reflecting the priority of our capital return program and focus on returning capital to shareholders.

 

The net cash outflows of $509.6 million for financing activities in 2024 was primarily driven by $685.9 million in share repurchases and $62.7 million in dividends paid, reflecting the priority of our capital return program and focus on returning capital to shareholders. During 2024, we increased borrowings under the Credit Facility as we increased our share repurchase activity and acquired Boyd Digital, resulting in net borrowings under the Credit Facility for 2024.

 

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Indebtedness

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

 

    December 31,     December 31,        

(In millions)

  

2025

    

2024

    

Decrease

  

Credit facility

   $ 160.7     $ 1,300.3     $ (1,139.6 )

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

     2,060.7       3,200.3       (1,139.6 )

Less current maturities

     —       44.0       (44.0 )

Long-term debt, net of current maturities

   $ 2,060.7     $ 3,156.3     $ (1,095.6 )

 

Credit Facility

Credit Agreement

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

 

The Credit Agreement (i) provides for a $1,450.0 million senior secured revolving credit facility (the "Revolving Credit Facility") and (ii) provided for an $880.0 million senior secured term A loan (the "Term A Loan," collectively with the Revolving Credit Facility, the "Credit Facility"). The Revolving Credit Facility matures on the fifth anniversary of the Closing Date (or earlier upon the occurrence or non-occurrence of certain events) and the Term A Loan was repaid in full as of December 31, 2025. The Term A Loan was fully funded on the Closing Date and proceeds from the Credit Agreement were used to refinance all outstanding obligations under the Prior Credit Facility, including a senior secured term loan A facility and senior secured term loan B facility (the "Prior Refinancing Term B Loan"), to fund transaction costs in connection with the Credit Agreement, and for general corporate purposes.

 

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

 

   

December 31,

    

December 31,

  

(In millions)

  

2025

    

2024

  

Revolving Credit Facility

   $ 135.0     $ 475.0  

Term A Loan

     —       759.0  

Swing Loan

     25.7       66.3  

Total outstanding principal amounts

   $ 160.7     $ 1,300.3  

 

During the year ended December 31, 2025, the Company used the $1,758.0 million cash proceeds from the FanDuel Equity Sale, to pay down the then outstanding Credit Facility debt, which consisted of $915.0 million on the Revolving Credit Facility, $726.0 million on the Term A Loan and $39.9 million on the Swing Loan. The full repayment of the outstanding Term A Loan extinguished the Term A Loan under the Credit Facility.

 

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

 

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

 

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

 

See Note 16, Subsequent Events for additional discussion of the New Credit Agreement.

 

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Interest and Fees

The interest rate on the outstanding balance of the Revolving Credit Facility, and on the Term A Loan prior to its extinguishment upon full repayment in 2025, is based upon, at the Company’s option, either: (i) a rate based on the Secured Overnight Financing Rate ("SOFR") administered by the Federal Reserve Bank of New York, or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with a specified pricing grid based on the Consolidated Total Net Leverage Ratio and ranges from 1.25% to 2.25% (if using SOFR) and from 0.25% to 1.25% (if using the base rate). A fee of a percentage per annum (which ranges from 0.20% to 0.35% and is determined in accordance with a specified pricing grid based on the Consolidated Total Net Leverage Ratio) will be payable on the unused portions of the Revolving Credit Facility. The rates based on SOFR will be determined based upon, at the Company’s option, either: (i) a forward-looking SOFR term rate administered by CME Group Benchmark Administration Limited or any successor administrator, and based on interest periods of one, three or six months or such other interest period that is twelve months or less subject to the consent of lenders and the administrative agent, or (ii) a daily SOFR rate published by the Federal Reserve Bank of New York, and will include credit spread adjustments as set forth in the Credit Agreement. The "base rate" under the Credit Agreement is the highest of (x) Bank of America’s publicly-announced prime rate, (y) the federal funds rate published by the Federal Reserve Bank of New York plus 0.50%, or (z) the SOFR rate for a one month interest period plus 1.00%.

 

The blended interest rate for outstanding borrowings under the Credit Facility was 5.3% and 6.2% at December 31, 2025 and December 31, 2024, respectively.

 

Optional and Mandatory Prepayments

Pursuant to the terms of the Credit Agreement, the Company is required to use a portion of its annual excess cash flow to prepay loans outstanding under the Credit Agreement if the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) exceeds certain thresholds set forth in the Credit Agreement. Additionally, prior to its full repayment in 2025, the loans under the Term A Loan amortized in an annual amount equal to 5.00% of the original principal amount thereof, payable on a quarterly basis.

 

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

 

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

 

Guarantees and Collateral

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

 

The Credit Agreement includes an accordion feature which permits the incurrence of one or more new tranches of revolving credit commitments in an aggregate amount up to the sum of (i) $1,000.0 million, (ii) the amount of certain voluntary prepayments of senior secured indebtedness of the Company, and (iii) the maximum amount of incremental commitments which, after giving effect thereto, would not cause the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement) to exceed 3.00 to 1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions.

 

Financial and Other Covenants

The Credit Agreement contains certain financial and other covenants, including, without limitation, various covenants (i) requiring the maintenance of a minimum consolidated interest coverage ratio on a quarterly basis of 2.50 to 1.00, (ii) requiring the maintenance of a maximum Consolidated Total Net Leverage Ratio on a quarterly basis, (iii) imposing limitations on the incurrence of indebtedness and liens, (iv) imposing limitations on transfers, sales and other dispositions, and (v) imposing restrictions on investments, dividends and certain other payments.

 

The maximum permitted Consolidated Total Net Leverage Ratio is calculated as Consolidated Net Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the Credit Agreement. The maximum Consolidated Total Net Leverage Ratio must be no higher than 4.50 to 1.00.

 

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Senior Notes

We currently have two issuances of senior notes (the "Senior Notes") outstanding as described below.

 

4.750% Senior Notes due June 2031

On June 8, 2021, we issued $900.0 million aggregate principal amount of 4.750% Senior Notes due June 2031 ("4.750% Senior Notes due 2031"). The 4.750% Senior Notes due 2031 require semi-annual interest payments on March 15 and September 15 of each year. The 4.750% Senior Notes due 2031 will mature on June 15, 2031 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The net proceeds from the 4.750% Senior Notes due 2031 and cash on hand were used to finance the redemption of our outstanding $750.0 million aggregate principal amount of 6.375% Senior Notes due 2026 and $700.0 million aggregate principal amount of 6.000% Senior Notes due 2026.

 

In conjunction with the issuance of the 4.750% Senior Notes due 2031, we incurred approximately $13.5 million in debt financing costs that have been deferred and are being amortized over the term of the 4.750% Senior Notes due 2031 using the effective interest method.

 

At any time prior to June 15, 2026, we may redeem the 4.750% Senior Notes due 2031, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a make whole premium. 

 

4.750% Senior Notes due December 2027

On December 3, 2019, we issued $1.0 billion aggregate principal amount of 4.750% senior notes due December 2027 ("4.750% Senior Notes due 2027"). The 4.750% Senior Notes due 2027 require semi-annual interest payments on June 1 and December 1 of each year. The 4.750% Senior Notes due 2027 will mature on December 1, 2027 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The net proceeds from the 4.750% Senior Notes due 2027 were used to finance the redemption of all of our outstanding 6.875% senior notes due 2023 and prepay a portion of a Term B loan under our Prior Credit Facility.

 

In conjunction with the issuance of the 4.750% Senior Notes due 2027, we incurred approximately $15.7 million in debt financing costs that have been deferred and are being amortized over the term of the 4.750% Senior Notes due 2027 using the effective interest method.

 

We may redeem all or a portion of the 4.750% Senior Notes due 2027 at redemption prices equal to 100% of the principal amount, plus accrued and unpaid interest and Additional Interest.

 

In connection with the private placement of the 4.750% Senior Notes due 2027, we entered into a registration rights agreement with the initial purchasers in which we agreed to file a registration statement with the Securities and Exchange Commission to permit the holders to exchange or resell the 4.750% Senior Notes due 2027. We filed the required registration statement and commenced the exchange offer in July 2020. The exchange offer was completed on August 20, 2020 and our obligations under the registration agreement have been fulfilled.

 

Senior Notes Restrictive Covenants

Each of the Senior Notes contains certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the base and supplemental indentures governing the respective notes to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies). In addition, upon the occurrence of a change of control (as defined in the respective indenture), we will be required, unless certain conditions are met, to offer to repurchase the Senior Notes at a price equal to  101% of the principal amount of the Senior Notes, plus accrued and unpaid interest and Additional Interest (as defined in the respective indenture), if any, to, but not including, the date of purchase. If we sell assets, we will be required under certain circumstances to offer to purchase the Senior Notes.

 

The indentures governing the notes issued by the Company contain provisions that allow for the incurrence of additional indebtedness, if after giving effect to such incurrence, the coverage ratio (as defined in the respective indentures, essentially a ratio of the Company's consolidated EBITDA to fixed charges, including interest) for the Company's 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, the Company may still borrow under its existing credit facility. At December 31, 2025, the available borrowing capacity under our Credit Facility was $1,276.6 million.

 

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Covenant Compliance

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

 

Scheduled Maturities of Long-Term Debt

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

 

(In millions)

  

Total

  

Year Ending December 31,

        

2026

   $ —  

2027

     1,160.7  

2028

     —  

2029

     —  

2030

     —  

Thereafter

     900.0  

Total outstanding principal of long-term debt

   $ 2,060.7  

 

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 "Senior Notes 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 Senior Notes Guarantors is as follows:

   

December 31,

  

(In millions)

  

2025

    

2024

  

Current assets

   $ 487.8     $ 493.6  

Noncurrent assets

     12,868.1       10,462.7  

Current liabilities

     910.6       543.6  

Noncurrent liabilities

     2,994.9       4,198.9  

 

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

   

Year Ended

  

(In millions)

  

December 31, 2025

  

Revenues

   $ 3,969.9  

Operating income

     1,317.3  

Income before income taxes

     2,924.9  

Net income

     2,470.6  

 

Dividends

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, our Credit Facility and our New Credit Agreement. The dividends declared by the Board of Directors under this program are:

 

Declaration date

  

Record date

  

Payment date

  

Amount per share

  

February 14, 2023

  

March 15, 2023

  

April 15, 2023

   $ 0.16  

May 4, 2023

  

June 15, 2023

  

July 15, 2023

     0.16  

August 15, 2023

  

September 15, 2023

  

October 15, 2023

     0.16  

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  

August 20, 2024

  

September 15, 2024

  

October 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  

August 12, 2025

  

September 15, 2025

  

October 15, 2025

     0.18  

December 4, 2025

  

December 15, 2025

  

January 15, 2026

     0.18  

February 19, 2026

  

March 16, 2026

  

April 15, 2026

     0.20  

 

Share Repurchase Program

Subject to applicable laws, repurchases under our 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, our Credit Facility and New Credit Agreement. Purchases under our share repurchase program can be discontinued at any time that we feel additional purchases are not warranted. We intend to fund the repurchases under the stock repurchase program with existing cash resources, cash generated from operations and availability under our Credit Facility or New Credit Agreement.

 

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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. We are not obligated to repurchase any shares under this program and repurchases under the Share Repurchase Program can be discontinued at any time at our sole discretion. We repurchased 10.1 million shares and 11.1 million shares during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, we were authorized to repurchase up to an additional $362.1 million of our common stock under the Share Repurchase Program.

 

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.

 

Other Items Affecting Liquidity

We anticipate funding our capital requirements using cash on hand, cash generated from operations and availability under our Credit Facility or New Credit Agreement, 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 continually perform ongoing refurbishment and maintenance at our facilities to maintain our standards of quality. Certain of these maintenance costs are capitalized, if such improvement or refurbishment extends the life of the related asset, while other maintenance costs that do not so qualify are expensed as incurred. The commitment of capital and the related timing thereof are contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate regulatory bodies. We must also comply with covenants and restrictions set forth in our debt agreements.

 

We currently estimate that our annual cash capital requirements to perform ongoing refurbishment and maintenance at our properties is approximately $250 million. We also expect to spend an additional $75 million in 2026 for hotel room renovation projects. We intend to fund such capital expenditures through cash on hand, our Credit Facility or New Credit Agreement 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 2026, we expect to spend an additional $75 million in growth projects, which includes completion of Cadence Crossing in late March 2026 and the development of a new gaming facility at Par-A-Dice, pending regulatory approval.

 

Finally, we are expanding our portfolio with a $750 million resort development in Norfolk, Virginia. We opened a modest transitional casino in November 2025 and plan to open 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 approximately $250 million to $300 million on this project in 2026.

 

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CONTRACTUAL OBLIGATIONS

The following summarizes our undiscounted contractual obligations as of December 31, 2025:

 

   

Year Ending December 31,

  

(In millions)

  

Total

    

2026

    

2027

    

2028

    

2029

    

2030

    

Thereafter

  

CONTRACTUAL OBLIGATIONS

                                                        

Long-Term Debt

                                                        

Credit facility

   $ 160.7     $ —     $ 160.7     $ —     $ —     $ —     $ —  

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

     2,060.7       —       1,160.7       —       —       —       900.0  
                                                         

Interest on Fixed Rate Debt (1)

     324.3       90.3       86.3       42.7       42.7       42.7       19.6  
                                                         

Interest on Variable Rate Debt (1)

     10.0       8.5       1.5       —       —       —       —  
                                                         

Operating Leases - Master Leases

     537.1       102.3       102.3       102.3       102.3       102.3       25.6  
                                                         

Operating Leases - Other

     316.0       23.5       21.9       20.3       15.5       15.4       219.4  
                                                         

Purchase Obligations (2)

     149.5       44.5       36.1       17.4       15.1       5.8       30.6  
                                                         

TOTAL CONTRACTUAL OBLIGATIONS

   $ 3,397.6     $ 269.1     $ 1,408.8     $ 182.7     $ 175.6     $ 166.2     $ 1,195.2  

 

(1)

Estimated interest payments are based on principal amounts and scheduled maturities of debt outstanding at December 31, 2025. Estimated interest payments for variable-rate debt are based on rates at December 31, 2025.
(2) Purchase obligations include obligations under assessment arrangements and various contracted amounts, including construction contracts and information technology, advertising, maintenance and other service agreements.

 

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 gaming and online gaming is not currently permitted in order to be prepared to develop projects upon approval of casino and 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 investments and costs we may fund through cash flows from operations or availability under our Credit Facility or New Credit Agreement. To the extent such sources of funds are not sufficient, we may also seek to raise such additional funds through public or private equity or debt financings or from other sources to the extent such financing is available. No assurance can be given that additional financing will be available or that, if available, such financing will be obtainable on terms favorable to us. Moreover, we can provide no assurances that any expansion opportunity will result in a completed transaction.

 

We are executing on an opportunity for a new casino resort development in Norfolk, Virginia. As discussed above in Capital Spending and Development, we opened a modest transitional facility in November 2025 and expect to open the resort in late 2027. 

 

Off Balance Sheet Arrangements

Our off balance sheet arrangements consist of the following:

 

Indemnification

We have entered into certain agreements that contain indemnification provisions involving certain of our executive officers and directors. These agreements provide indemnity insurance pursuant to which directors and officers are indemnified or insured against liability or loss under certain circumstances, which may include liability or related loss under the Securities Act and the Exchange Act. In addition, our Restated Articles of Incorporation and Restated Bylaws contain provisions that provide for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by law.

 

Outstanding Letters of Credit

At December 31, 2025, we had outstanding letters of credit totaling $12.7 million.

 

Other Arrangements

We have not entered into any transactions with special purpose entities, nor have we engaged in any derivative transactions.

 

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CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements which have been prepared in accordance with GAAP. In accordance with GAAP, we are required to make estimates and assumptions that affect the reported amounts included in our consolidated financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. On an ongoing basis, management reviews and refines those estimates, the following of which could materially impact our consolidated financial statements: the recoverability of long-lived assets; valuation of indefinite-lived intangible assets; valuation of goodwill; accounting for leases; provisions for deferred tax assets, certain tax liabilities and uncertain tax positions and tax credits; and application of acquisition method of accounting.

 

Judgments are based on information including, but not limited to, historical experience, industry trends, conventional practices, expert opinions, terms of existing agreements and information from outside sources. Judgments are subject to an inherent degree of uncertainty, and therefore actual results could differ from these estimates.

 

We believe the following critical accounting estimates require a higher degree of judgment and complexity, the sensitivity of which could result in a material impact on our consolidated financial statements.

 

Recoverability of Long-Lived Assets

Our long-lived assets, excluding indefinite-lived intangible assets and goodwill (both of which are discussed further below), were carried at $3.7 billion at December 31, 2025, or 56.5% of our consolidated total assets. We evaluate the carrying value of long-lived assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If triggering events are identified, we then compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. The asset is not impaired if the undiscounted future cash flows exceed its carrying value. If the carrying value exceeds the undiscounted future cash flows, then an impairment charge is recorded, typically measured using a discounted cash flow ("DCF") model, which is based on the estimated future results of the relevant asset group discounted using our weighted-average cost of capital and market indicators of terminal year free cash flow multiples.

 

A long-lived asset shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The following are examples of such events or changes in circumstances:

 

 

i.

a significant decrease in the market price of a long-lived asset;
 

ii.

a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition;
 

iii.

a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, including an adverse action or assessment by a regulator;
 

iv.

an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset;
 

v.

a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset; and/or
 

vi.

a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

 

We reconsider changes in circumstances on a frequent basis, and if a triggering event related to potential impairment has occurred, we may solicit third party valuation expertise to assist in the valuation of our investment. There are three generally accepted approaches available in developing an opinion of value: the sales comparison, cost and income approaches. We generally consider each of these approaches in developing a recommendation of the fair value of the asset; however, the reliability of each approach is dependent upon the availability and comparability of the market data uncovered, as well as the decision-making criteria used by market participants when evaluating a property. We will bifurcate our investment and apply the most indicative approach to overall fair valuation, or in some cases, a weighted analysis of any or all of these methods.

 

Developing an opinion of land value is typically accomplished using a sales comparison approach by analyzing recent sales transactions of similar sites. Potential comparables are researched and the pertinent facts are confirmed with parties involved in the transaction. This process fosters a general understanding of the potential comparable sales and facilitates the selection of the most relevant comparables by the appraiser. Valuation is typically accomplished using a unit of comparison such as price per square foot of land or potential building area. Adjustments are applied to the unit of comparison from an analysis of comparable sales, and the adjusted unit of comparison is then used to derive a value for the property.

 

The cost approach is based on the premise that a prudent investor would pay no more for an asset of similar utility than its replacement or reproduction cost. The cost to replace the asset would include the cost of constructing a similar asset of equivalent utility at prices applicable at the time of the valuation date. To arrive at an estimate of the fair value using the cost approach, the replacement cost new is determined and reduced for depreciation of the asset. Replacement cost new is defined as the current cost of producing or constructing a similar new item having the nearest equivalent utility as the property being valued.

 

The income approach focuses on the income-producing capability of the asset. The underlying premise of this approach is that the value of an asset can be measured by the present worth of the net economic benefit (cash receipts less cash outlays) to be received over the life of the subject asset. The steps followed in applying this approach include estimating the expected undiscounted net cash flows attributable to the asset over its life and converting these expected net cash flows to present value through capitalization or discounting. The process uses a rate of return that accounts for both the time value of money and risk factors. There are two common methods for converting expected income into value. Those methods are the direct capitalization and DCF methods. Direct capitalization is a method used to convert an estimate of a single year's income expectancy into an indication of value in one direct step by dividing the income estimate by an appropriate capitalization rate. Under the DCF method, anticipated future cash flows and a reversionary value are discounted to an opinion of net present value at a specific internal rate of return or a yield rate, because net operating income of the subject property is not fully stabilized.

 

Estimates of expected cash flows are, by their nature, subjective and actual results may differ materially from our estimates, potentially resulting in an impairment charge in a future period. 

 

In 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. In addition, as a result of our third quarter 2025 impairment review, the Company recorded a long-lived asset impairment charge of $47.3 million for property and equipment related to our Midwest & South segment and $17.8 million for property and equipment related to our Las Vegas Locals segment. Further, as a result of our fourth quarter 2025 impairment review, the Company recorded a long-lived asset impairment charge of $25.0 million for property and equipment related to our Midwest & South segment.

 

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Valuation of Indefinite-Lived Intangible Assets

Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight and a limitation on the number of licenses available for issuance with these certain jurisdictions. Gaming license rights are tested for impairment using a DCF approach. The value of gaming licenses is determined using a multi-period excess earnings method, which is a specific DCF model, and cost approach. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to future gaming revenue, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections of future cash flows, assumptions and estimates: gaming revenues; gaming operating expenses; general and administrative expenses; tax expense; terminal value; and discount rate. These projections are modeled for a five-year period and a terminal period.

 

Trademarks are based on the value of our brand, which reflects the level of service and quality we provide and from which we generate repeat business. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademarks, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the related intangible value of our ownership of the brand name. We used the following significant projections of future cash flows, assumptions and estimates to determine value under the relief from royalty method: revenue from gaming and hotel activities; royalty rate; tax expense; terminal growth rate; discount rate; and the present value of tax benefit. The projections underlying this DCF model were forecasted for five years and a terminal value calculated using a model which divides the normalized cash flow stream by a capitalization rate. Applying the selected pretax royalty rates to the applicable revenue base in each period yielded pretax income for each property's trademarks and trade name. These pretax totals were tax effected utilizing the applicable tax rate to arrive at net, after-tax cash flows. The net, after-tax cash flows and the terminal value were then discounted to present value utilizing an appropriate discount rate. The present value of the after-tax cash flows was then added to the present value of the amortization tax benefit (considering the 15-year amortization of intangible assets pursuant to income tax regulations) to arrive at the recommended fair values for the trademarks and trade names.

 

Gaming license rights and trademarks are indefinite-lived intangible assets and are not subject to amortization, but are subject to an annual impairment test and between annual test dates in certain circumstances. The guidance permits an entity to make a qualitative assessment, referred to as "Step Zero," of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. We utilized this option for our 2025 annual impairment test for certain of our indefinite-lived intangible assets. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference. As part of our annual impairment testing, management assesses the likelihood of impairment by performing a qualitative ("Step Zero") analysis for our indefinite-lived intangibles to determine if it is more likely than not that the fair values of such intangibles exceeded their carrying values by a substantial margin. We solicit third party valuation expertise to assist in the valuation of those indefinite-lived intangible assets that are deemed to have a greater likelihood of impairment. Our annual impairment test, performed as of October 1, 2025, resulted in no impairment charges. 

 

We evaluate on a quarterly basis whether any triggering events or changes in circumstances would indicate an impairment condition may exist. This evaluation requires significant judgment, including consideration of whether there have been any significant adverse changes in legal factors or in our business climate, adverse action or assessment by a regulator, unanticipated competition, loss of key personnel or likely sale or disposal of all or a significant portion of a reporting unit. If an event described above occurs, and results in a significant impact to our revenue and profitability projections, or any significant assumption in our valuation methods is adversely impacted, the impact could result in a material impairment charge in the future.

 

Management makes significant judgments and estimates as part of these analyses that are inherent in evaluating these assets for impairment. In particular, future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. In addition, capitalization rates and the discount rates used in the impairment tests are highly judgmental and dependent in large part on expectations of future market conditions. If certain future operating results do not meet current expectations it could cause carrying values of the intangibles to exceed their fair values in future periods, resulting in an impairment charge of trademarks and gaming license rights in an amount up to its book value of $1.4 billion. For the year ended December 31, 2025, the Company recorded no indefinite-lived intangible asset impairment charges. However, trademarks and gaming license rights in the Midwest & South segment had estimated fair values that did not significantly exceed their respective carrying values.

 

Valuation of Goodwill

The authoritative guidance related to goodwill impairment requires goodwill to be tested for impairment at the reporting unit level at least annually. The Company has determined that each of its properties is a reporting unit for goodwill impairment testing, since discrete financial information is available at the property level. The guidance permits an entity to make a qualitative assessment, referred to as "Step Zero," of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If the carrying value of the goodwill is considered impaired, a loss is measured as the excess of the reporting unit's carrying value over the fair value, with a limit of the goodwill allocated to that reporting unit.

 

As part of our annual impairment testing, management first performs a qualitative "Step Zero" analysis and assesses the likelihood of impairment. Management solicits third party valuation expertise to assist in valuations of goodwill for those reporting units that are deemed to have a greater likelihood of impairment. We perform the test annually as of October 1 using a weighting of two different approaches to determine fair value: (i) the income approach; and (ii) the market approach.

 

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In the valuation of a reporting unit's goodwill, the income approach focuses on the income-producing capability of the reporting unit. The underlying premise of this approach is that the value of a reporting unit can be measured by the present worth of the net economic benefit (cash receipts less cash outlays) to be received over the life of the reporting unit. The steps followed in applying this approach include estimating the expected after-tax cash flows attributable to the reporting unit over its life and converting these after-tax cash flows to present value through "discounting." The discounting process uses a rate of return which accounts for both the time value of money and investment risk factors. Finally, the present value of the after-tax cash flows over the life of the reporting unit is totaled to arrive at an indication of the fair value of the reporting unit.

 

The market approach is comprised of the guideline company method, which focuses on comparing the subject company to selected reasonably similar, or "guideline", publicly-traded companies. Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii) evaluated and adjusted based on the strengths and weaknesses of the subject company relative to the selected guideline companies; and (iii) applied to the operating data of the subject company to arrive at an indication of value. In the valuation of a reporting unit, the market approach measures value based on what typical purchasers in the market have paid for assets which can be considered reasonably similar to those being valued. When the market approach is utilized, data is collected on the prices paid for reasonably comparable assets. Adjustments are made to the similar assets to compensate for differences between reasonably similar assets and the asset being valued. The application of the market approach results in an estimate of the price reasonably expected to be realized from the sale of the reporting unit.

 

The two methodologies were weighted 50.0% toward the income approach and 50.0% toward the market approach, to arrive at an overall fair value. Our annual impairment test as of October 1, 2025, resulted in no goodwill impairment charges. We evaluate quarterly whether any triggering events or changes in circumstances have occurred that would indicate an impairment condition more than likely would exist. This evaluation requires significant judgment, including consideration of whether there had been any significant adverse changes in legal factors or in our business climate, adverse action or assessment by a regulator, unanticipated competition, loss of key personnel or likely sale or disposal of all or a significant portion of a reporting unit. Based upon this quarterly evaluation, we concluded that there had not been a triggering event or change in circumstance that indicated an impairment condition existed.

 

Although we satisfied the impairment analysis requirements for each reporting unit tested, changes to certain underlying assumptions and variables, many of which are derived from external factors, could greatly impact the results of future tests. We cannot control or influence the impact of these factors from a fair valuation perspective, but they could nonetheless have a material effect on the results of valuation, particularly the guideline company method under the market approach, in the future.

 

Additionally, several of the assumptions underlying the DCF method under the income approach could pose a high degree of sensitivity to the resulting fair value. These factors include, but are not limited to, the following significant projections of future cash flows, assumptions and estimates to determine value under the DCF method: total revenue, operating expenses, depreciation expense, depreciation overhang, tax expense and effective rates, debt-free net working capital, capital additions, terminal year growth factor, discount rate and the capitalization rate. A change in any of these variables that cause our discounted cash flows or terminal value or both to adversely and materially change could result in the failure of the impairment test, and a resulting impairment of our goodwill in an amount up to its book value of $958.0 million. For the year ended December 31, 2025, the Company recorded no goodwill impairment charges. However, reporting units in the Midwest & South segment had estimated fair values that did not significantly exceed their carrying value.

 

Management makes significant judgments and estimates as part of these analyses that are inherent in evaluating these reporting units for impairment. In particular, future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. In addition, the determination of multiples, capitalization rates and the discount rates used in the impairment tests are highly judgmental and dependent in large part on expectations of future market conditions. If certain future operating results do not meet current expectations it could cause carrying values of the intangibles to exceed their fair values in future periods, potentially resulting in an impairment charge.

 

Accounting for Leases

The determination of lease liabilities requires us to estimate the present value of our future lease commitments over their reasonably certain remaining lease term using a weighted average incremental borrowing rate commensurate with the rate of interest we would have to pay to borrow on a collateralized basis over a similar term an amount equal to our future lease payments in a similar economic environment. The determination of the incremental borrowing rate could materially impact our lease liabilities.

 

We estimate the expected term of a lease by assuming the exercise of renewal options, in addition to the initial non-cancelable lease term, if the renewal is reasonably certain. Generally, "reasonably certain" relates to our contractual right to renew and the existence of an economic penalty that would preclude the abandonment of the lease at the end of the initial non-cancelable lease term. The determination of the expected term could also materially impact our lease liabilities. 

 

The determination of the expected term of a lease requires us to apply judgment and estimates concerning the number of renewal periods that are reasonably certain. If a lease is terminated prior to reaching the end of the expected term, this may result in the acceleration of depreciation or impairment of the lease right-of-use asset and related long-lived assets.

 

Our review performed during the fourth quarter of 2025, resulted in an operating lease right-of-use asset impairment charge of $6.0 million.

 

 

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Provisions for Deferred Tax Assets, Certain Tax Liabilities and Uncertain Tax Positions and Tax Credits

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, and attributable to operating loss and tax credit carryforwards. 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. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically 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 future profitability, the duration of statutory carryforward periods, our experience with the usability of operating loss and tax credit carryforwards before expiration, and tax planning alternatives. If certain future operating results do not meet current expectations it could cause us to establish an additional valuation allowance on our deferred tax assets.

 

The Company's income tax returns are subject to examination by the 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. 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 December 31, 2025, there were no changes to our unrecognized tax benefits to date.

 

We recognize the tax benefit from an uncertain tax position only when it is more likely than not, based on the technical merits of the position, that the tax position will be sustained upon examination, including the resolution of any related appeals or litigation. The tax benefits recognized in the consolidated financial statements from such a position are measured as the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. 

 

We have established contingency reserves for material, known tax exposures. Our tax reserves reflect management's judgment as to the resolution of the issues involved if subject to judicial review. While we believe our reserves are adequate to cover reasonably expected tax risks, there can be no assurance that, in all instances, an issue raised by a taxing authority will be resolved at a financial cost that does not exceed its related reserve. With respect to these reserves, our income tax expense would include: (i) any changes in tax reserves arising from material changes during the period in the facts and circumstances (i.e., new information) surrounding a tax issue; and (ii) any difference from our tax position as recorded in the financial statements and the final resolution of a tax issue during the period.

 

Application of Acquisition Method of Accounting

We follow the guidance of Accounting Standards Codification 805 to account for our acquisitions. We completed the acquisition of Boyd Digital in 2024, as described in Note 2, Acquisitions, to our consolidated financial statements presented in Part II, Item 8, for an aggregate purchase price of approximately $34.0 million. For purposes of these consolidated financial statements, we have allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values as determined by us with the assistance from third-party specialists. The excess of the purchase price over those fair values was recorded as goodwill.

 

The assets and liabilities of the acquisition are included in our consolidated balance sheet as of December 31, 2025 and 2024, and the results of its operations and cash flows are reported in our consolidated statements of operations and cash flows, respectively, from the date of acquisition through December 31, 2025.

 

Recently Issued Accounting Pronouncements

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

 

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ITEM 7A.    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 ("U.S.") 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 attempt to limit our exposure to interest rate risk by managing the mix of our long-term fixed-rate borrowings and short-term borrowings under our Credit Facility. We are also exposed to commodity prices and potential tariffs on goods purchased from outside the U.S. Our exposure is mitigated as a significant majority of our purchases, both operating and for our construction projects, are from U.S. based suppliers. Finally, we are also 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 U.S. 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 U.S. dollar to the Canadian dollar by 2x the current conversion rate, would not cause the value of the funds held in Canadian operating and restricted cash accounts to change significantly. We do not currently utilize derivative financial instruments for trading or speculative purposes.

 

Table of Debt Maturities and Interest Rates

The following table provides information about our financial instruments that are sensitive to changes in interest rates, including debt obligations. For our debt obligations, the table presents principal cash flows and related weighted-average interest rates by expected maturity dates. The weighted-average variable rates are based upon prevailing interest rates.

 

The scheduled maturities of our long-term debt outstanding for the years ending December 31 are as follows:

 

   

Scheduled Maturity Date

  
   

Year Ending December 31,

  

(In millions)

  

2026

    

2027

    

2028

    

2029

    

2030

    

Thereafter

    

Total

    

Fair Value

  

Long-term debt (including current portion):

                                                                

Fixed-rate

   $ —     $ 1,000.0     $ —     $ —     $ —     $ 900.0     $ 1,900.0     $ 1,873.8  

Average interest rate

     4.8 %     4.8 %     4.8 %     4.8 %     4.8 %     4.8 %     4.8 %        

Variable-rate

   $ —     $ 160.7     $ —     $ —     $ —     $ —     $ 160.7     $ 160.7  

Average interest rate

     5.3 %     5.3 %     — %     — %     — %     — %     5.3 %        

 

As of December 31, 2025, our long-term variable-rate borrowings represented approximately 7.8% of total long-term debt. Based on December 31, 2025 debt levels, a 100-basis-point change in the interest rate would cause our annual interest costs to change by approximately $1.6 million.

 

The following table provides other information about our long-term debt:

 

   

December 31, 2025

  
   

Outstanding

                  
   

Face

    

Carrying

    

Estimated

  

(In millions)

  

Amount

    

Value

    

Fair Value

  

Credit facility

   $ 160.7     $ 156.9     $ 160.7  

4.750% senior notes due 2027

     1,000.0       996.1       996.3  

4.750% senior notes due 2031

     900.0       892.6       877.5  

Total long-term debt

   $ 2,060.7     $ 2,045.6     $ 2,034.5  

 

The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about December 31, 2025. The estimated fair values of our Senior Notes are based on quoted market prices as of December 31, 2025. See also "Liquidity and Capital Resources" above.

 

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ITEM 8.    Financial Statements and Supplementary Data

The following consolidated financial statements for the three years in the period ended December 31, 2025 are filed as part of this Report:

 

 

Page No.

Report of Independent Registered Public Accounting Firm

44

 

 

Consolidated Balance Sheets at December 31, 2025 and 2024

46

 

 

Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023

47

 

 

Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023

48

 

 

Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2025, 2024 and 2023

49

 

 

Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023

50

 

 

Notes to Consolidated Financial Statements

52

 

The accompanying audited consolidated financial statements of Boyd Gaming Corporation have been prepared in accordance with the instructions to Form 10-K and Regulation S-X and include all information and footnote disclosures necessary for complete financial statements in conformity with GAAP.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the stockholders and the Board of Directors of Boyd Gaming Corporation:

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Boyd Gaming Corporation and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

 

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matter

 

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

 

Goodwill and Gaming License Rights Indefinite-Lived Intangible Assets — Refer to Notes 1, 4 and 5 to the financial statements

 

Critical Audit Matter Description

 

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of a reporting unit to its carrying value. Similarly, the Company’s evaluation of its gaming license rights indefinite-lived intangible assets for impairment involves the comparison of the fair value of each gaming license right indefinite-lived intangible asset to its carrying value. As of December 31, 2025, the carrying value of goodwill and gaming license rights indefinite-lived intangible assets was $958.0 million and $1,203.9 million, respectively. Management estimated the fair value of reporting units using a weighting of the income approach and the market approach and estimated the fair value of gaming license rights indefinite-lived intangible assets using a multi-period excess earnings method.

 

The determination of the fair value of reporting units required management to make significant assumptions and estimates including, projections of future cash flows and the selection of discount rates and valuation multiples derived from the operating data of selected guideline publicly-traded companies. The determination of the fair value of gaming license rights indefinite-lived intangible assets required management to make significant assumptions and estimates including, projections of future cash flows and the selection of discount rates.

 

Therefore, auditing these fair values involved a higher degree of judgment and subjectivity, including the involvement of valuation specialists.

 

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How the Critical Audit Matter Was Addressed in the Audit

 

Our audit procedures related to management’s projections of future cash flows and the selection of discount rates and valuation multiples used in the determination of the fair value of reporting units and gaming license rights indefinite-lived intangible assets included the following:

 

 

●

We tested the design and operating effectiveness of internal controls related to management’s projections of future cash flows and the selection of discount rates and valuation multiples.

 

 

●

We evaluated management’s ability to accurately project future cash flows by comparing historical projections with actual performance.

 

 

●

We evaluated the reasonableness of management’s projections of future cash flows by (1) comparing projections of future cash flows to internal communications to management and the Board of Directors and information from Company press releases, analyst and industry reports, and selected guideline publicly-traded companies; (2) considering the impact of changes in the competitive and regulatory environment on management’s projections; and (3) assessing the reasonableness of strategic plans incorporated by management into the projections.

 

 

●

With the assistance of our valuation specialists, we evaluated the selection of discount rates and valuation multiples by (1) assessing the valuation methodology and market-based information underlying these assumptions and estimates, including testing the mathematical accuracy of the calculations; (2) developing an independent range of assumptions and estimates and comparing those to the discount rates and valuation multiples selected by management; and (3) evaluating historical operating trends and profitability and assessing the impact of uncertainty in management’s projections of future cash flows on these assumptions and estimates.

 

/s/ Deloitte & Touche LLP

 

Las Vegas, Nevada

February 20, 2026

 

We have served as the Company’s auditor since 1981.

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

  

December 31,

 

(In thousands, except share data)

 

2025

  

2024

 

ASSETS

        

Current assets

        

Cash and cash equivalents ($5,557 and $0 assets related to VIE)

 $353,413  $316,688 

Restricted cash

  5,354   4,676 

Accounts receivable, net ($141 and $0 assets related to VIE)

  84,352   132,270 

Inventories ($6 and $0 assets related to VIE)

  20,189   21,235 

Prepaid expenses and other current assets

  45,483   56,633 

Income taxes receivable

  21,937   30,005 

Total current assets

  530,728   561,507 

Property and equipment, net

  2,871,384   2,679,276 

Operating lease right-of-use assets ($2,809 and $0 assets related to VIE)

  646,146   735,618 

Other assets, net

  93,464   66,518 

Intangible assets, net ($98,754 and $0 assets related to VIE)

  1,474,991   1,391,007 

Goodwill, net

  957,977   957,889 

Total assets

 $6,574,690  $6,391,815 

LIABILITIES AND STOCKHOLDERS' EQUITY

        

Current liabilities

        

Accounts payable ($255 and $0 assets related to VIE)

 $151,292  $131,264 

Current maturities of long-term debt

  —   44,006 

Accrued liabilities ($1,932 and $0 assets related to VIE)

  827,927   447,415 

Total current liabilities

  979,219   622,685 

Long-term debt, net of current maturities and debt issuance costs

  2,045,569   3,132,584 

Operating lease liabilities, net of current portion ($1,388 and $0 assets related to VIE)

  554,252   651,751 

Deferred income taxes

  323,473   346,916 

Other liabilities

  64,295   56,366 

Commitments and contingencies (Note 9)

          

Stockholders' equity

        

Preferred stock, $0.01 par value, 5,000,000 shares authorized

  —   — 

Common stock, $0.01 par value, 200,000,000 shares authorized; 76,368,491 and 86,184,155 shares outstanding

  764   862 

Additional paid-in capital

  —   — 

Retained earnings

  2,609,285   1,583,053 

Accumulated other comprehensive loss

  (1,550)  (2,402)

Boyd Gaming Corporation stockholders' equity

  2,608,499   1,581,513 

Noncontrolling interest

  (617)  — 

Total stockholders' equity

  2,607,882   1,581,513 

Total liabilities and stockholders' equity

 $6,574,690  $6,391,815 

 

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

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

  

Year Ended December 31,

 

(In thousands, except per share data)

 

2025

  

2024

  

2023

 

Revenues

            

Gaming

 $2,638,150  $2,583,926  $2,613,288 

Food & beverage

  310,246   303,522   288,417 

Room

  191,286   204,608   199,117 

Online

  132,165   155,760   94,203 

Online reimbursements

  576,158   450,473   328,008 

Management fee

  98,869   88,407   76,921 

Other

  145,115   143,498   138,538 

Total revenues

  4,091,989   3,930,194   3,738,492 

Operating costs and expenses

            

Gaming

  1,026,555   999,753   1,000,240 

Food & beverage

  265,604   253,940   240,879 

Room

  77,056   77,591   73,490 

Online

  68,174   47,310   30,980 

Online reimbursements

  576,158   450,473   328,008 

Other

  51,239   51,322   46,323 

Selling, general and administrative

  433,100   427,226   389,891 

Master lease rent expense

  113,769   111,406   108,398 

Maintenance and utilities

  151,216   148,366   151,014 

Depreciation and amortization

  302,710   276,639   256,780 

Corporate expense

  121,859   113,934   115,963 

Project development, preopening and writedowns

  12,360   28,572   (8,935)

Impairment of assets

  128,395   10,500   107,837 

Other operating items, net

  15,388   5,385   (4,207)

Total operating costs and expenses

  3,343,583   3,002,417   2,836,661 

Operating income

  748,406   927,777   901,831 

Other expense (income)

            

Interest income

  (4,826)  (1,625)  (23,886)

Interest expense, net of amounts capitalized

  157,642   177,409   171,247 

Loss on early extinguishments and modifications of debt

  1,446   —   — 

Other, net

  (1,735,527)  (10)  1,563 

Total other (income) expense, net

  (1,581,265)  175,774   148,924 

Income before income taxes

  2,329,671   752,003   752,907 

Income tax provision

  (490,769)  (174,051)  (132,884)

Net income

  1,838,902   577,952   620,023 

Net loss attributable to noncontrolling interest

  4,371   —   — 

Net income attributable to Boyd Gaming

 $1,843,273  $577,952  $620,023 
             

Basic net income per common share

 $22.56  $6.19  $6.12 

Weighted average basic shares outstanding

  81,701   93,314   101,325 
             

Diluted net income per common share

 $22.56  $6.19  $6.12 

Weighted average diluted shares outstanding

  81,716   93,349   101,373 

 

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

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Net income

 $1,838,902  $577,952  $620,023 

Other comprehensive income (loss), net of tax:

            

Fair value adjustments to available-for-sale securities

  302   (165)  123 

Foreign currency translation adjustments

  550   (1,139)  161 

Comprehensive income

  1,839,754   576,648   620,307 

Amounts attributable to noncontrolling interest:

            

Net loss attributable to noncontrolling interest

  4,371   —   — 

Comprehensive loss attributable to noncontrolling interest

  4,371   —   — 

Comprehensive income attributable to Boyd Gaming

 $1,844,125  $576,648  $620,307 

 

 

 

 

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

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN 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, 2023

  102,816,110  $1,028  $305,152  $1,285,827  $(1,382) $—  $1,590,625 

Net income

  —   —   —   620,023   —   —   620,023 

Fair value adjustments to available-for-sale securities

  —   —   —   —   123   —   123 

Foreign currency translation adjustments

  —   —   —   —   161   —   161 

Stock options exercised

  32,000   —   315   —   —   —   315 

Release of restricted stock units, net of tax

  202,516   2   (2,081)  (4,774)  —   —   (6,853)

Release of performance stock units, net of tax

  318,878   3   (12,777)  —   —   —   (12,774)

Shares repurchased and retired

  (6,537,051)  (65)  (322,988)  (93,202)  —   —   (416,255)

Dividends declared ($0.64 per share)

  —   —   —   (63,642)  —   —   (63,642)

Share-based compensation costs

  —   —   32,379   —   —   —   32,379 

Balances, December 31, 2023

  96,832,453   968   —   1,744,232   (1,098)  —   1,744,102 

Net income

  —   —   —   577,952   —   —   577,952 

Fair value adjustments to available-for-sale securities

  —   —   —   —   (165)  —   (165)

Foreign currency translation adjustments

  —   —   —   —   (1,139)  —   (1,139)

Stock options exercised

  44,980   —   701   —   —   —   701 

Release of restricted stock units, net of tax

  242,606   3   (1,618)  (7,696)  —   —   (9,311)

Release of performance stock units, net of tax

  150,063   2   (119)  (6,091)  —   —   (6,208)

Shares repurchased and retired

  (11,085,947)  (111)  (28,630)  (663,528)  —   —   (692,269)

Dividends declared ($0.68 per share)

  —   —   —   (61,816)  —   —   (61,816)

Share-based compensation costs

  —   —   29,666   —   —   —   29,666 

Balances, December 31, 2024

  86,184,155   862   —   1,583,053   (2,402)  —   1,581,513 

Net income (loss)

  —   —   —   1,843,273   —   (4,371)  1,838,902 

Fair value adjustments to available-for-sale securities

  —   —   —   —   302   —   302 

Foreign currency translation adjustments

  —   —   —   —   550   —   550 

Stock options exercised

  7,477   —   139   —   —   —   139 

Release of restricted stock units, net of tax

  196,382   2   (1,254)  (582)  —   —   (1,834)

Release of performance stock units, net of tax

  99,948   1   (222)  (4,273)  —   —   (4,494)

Shares repurchased and retired

  (10,119,471)  (101)  (30,809)  (754,912)  —   —   (785,822)

Dividends declared ($0.72 per share)

  —   —   —   (57,274)  —   —   (57,274)

Share-based compensation costs

  —   —   32,146   —   —   —   32,146 

Transaction with noncontrolling interest

  —   —   —   —   —   3,754   3,754 

Balances, December 31, 2025

  76,368,491  $764  $—  $2,609,285  $(1,550) $(617) $2,607,882 

 

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

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Cash Flows from Operating Activities

            

Net income

 $1,838,902  $577,952  $620,023 

Adjustments to reconcile net income to net cash provided by operating activities:

            

Depreciation and amortization

  302,710   276,639   256,780 

Amortization of debt financing costs and discounts on debt

  7,139   7,591   7,761 

Non-cash operating lease expense

  91,594   87,687   78,811 

Non-cash expected credit loss (income) on note receivable

  —   —   (34,371)

Share-based compensation expense

  32,146   29,666   32,379 

Deferred income taxes

  (23,475)  58,145   (29,842)

Non-cash interest income

  (3,009)  —   — 

Non-cash impairment of assets

  128,395   10,500   107,837 

Gain on sale of investment

  (1,748,000)  —   — 

Loss on early extinguishments and modifications of debt

  1,446   —   — 

Other operating activities

  (1,233)  9,116   1,665 

Changes in operating assets and liabilities, excluding the impact of acquisitions:

            

Accounts receivable, net

  47,974   5,964   (28,810)

Inventories

  1,046   (543)  1,481 

Prepaid expenses and other current assets

  11,701   3,088   (10,369)

Income taxes (receivable) payable, net

  8,068   (26,497)  (950)

Other assets, net

  1,043   800   1,307 

Accounts payable and accrued liabilities

  373,730   6,344   (10,345)

Operating lease liabilities

  (91,594)  (87,687)  (78,811)

Other liabilities

  (1,904)  (1,690)  (30)

Net cash provided by operating activities

  976,679   957,075   914,516 

Cash Flows from Investing Activities

            

Capital expenditures

  (588,215)  (400,400)  (373,950)

Cash paid for acquisitions, net of cash received

  —   (30,266)  — 

Cash paid for gaming license right intangible asset

  (85,000)  —   — 

Payments received on note receivable

  —   208   113,555 

Advances made under note receivable

  (31,780)  —   — 

Proceeds from sale of investment

  1,758,000   —   — 

Other investing activities

  (10,184)  (3,454)  (3,935)

Net cash provided by (used in) investing activities

  1,042,821   (433,912)  (264,330)

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)

 

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Cash Flows from Financing Activities

            

Borrowings under credit facility

  2,062,800   1,764,300   1,505,800 

Payments under credit facility

  (3,202,400)  (1,510,300)  (1,647,300)

Share-based compensation activities

  (6,189)  (14,818)  (19,312)

Shares repurchased and retired

  (778,324)  (685,850)  (412,655)

Dividends paid

  (58,172)  (62,661)  (63,609)

Other financing activities

  (6)  (172)  (172)

Net cash used in financing activities

  (1,982,291)  (509,501)  (637,248)

Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash

  194   (228)  (73)

Change in cash, cash equivalents and restricted cash

  37,403   13,434   12,865 

Cash, cash equivalents and restricted cash, beginning of year

  321,364   307,930   295,065 

Cash, cash equivalents and restricted cash, end of year

 $358,767  $321,364  $307,930 

Supplemental Disclosure of Cash Flow Information

            

Cash paid for interest, net of amounts capitalized

 $151,004  $173,177  $166,682 

Cash received for interest

  —   213   11,999 

Cash paid for income taxes

  131,767   144,512   164,482 

Supplemental Schedule of Non-cash Investing and Financing Activities

            

Payables incurred for capital expenditures

 $38,712  $27,220  $23,509 

Dividends declared not yet paid

  13,767   14,665   15,508 

Asset acquisition in exchange for contingent consideration

  10,000   —   — 

Derecognition of lease liability

  (37,897)  —   — 

Derecognition of right-of-use operating lease asset

  37,897   —   — 

Expected credit loss (income) on note receivable

  —   —   (34,371)

 

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

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

 

 

 

NOTE 1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Boyd Gaming Corporation (and together with its subsidiaries, the "Company," the "Registrant," "Boyd Gaming," "Boyd," "we" or "us") was incorporated in the state of Nevada 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".

 

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

 

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

 

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 (3)

 

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

The Interim Gaming Hall (4) Norfolk, Virginia

 

(1) Property has been closed since March 18, 2020. The Company began demolition of the property during the fourth quarter of 2025.

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

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

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

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

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

 

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries. In addition, we consolidate variable interest entities ("VIEs") for which we 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.

 

Recasted Consolidated Statements of Operations 

In 2025, the Company has separated out online reimbursements revenue from online revenue and online reimbursements expense from online expense. Under certain of our online market access agreements, we are the primary obligor and are responsible for paying gaming taxes and other license payments owed as the gaming licensee for the related online gaming activities. We are reimbursed for these taxes and other payments by the third-party operators. To improve transparency on the face of the financial statements, the reimbursements we receive are recorded as online reimbursements revenue and the gaming taxes and other expenses paid are reported as online reimbursements expense. Online revenue and online expense include Boyd Interactive operations and our revenue share from our online market access agreements. Revenue and operating expense for 2024 and 2023 have been recast to conform to this presentation. The disaggregation of online reimbursements revenue from online revenue and online reimbursements expense from online expense did not impact the Company's total revenues, net income or earnings per share as previously reported for 2024 and 2023. 

 

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 consolidated balance sheets to the total balance shown in the consolidated statements of cash flows.

 

  

December 31,

  

December 31,

  

December 31,

  

December 31,

 

(In thousands)

 

2025

  

2024

  

2023

  

2022

 

Cash and cash equivalents

 $353,413  $316,688  $304,271  $283,472 

Restricted cash

  5,354   4,676   3,659   11,593 

Total cash, cash equivalents and restricted cash

 $358,767  $321,364  $307,930  $295,065 

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

Accounts Receivable, net

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

 

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

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Beginning balance, January 1,

 $2,341  $2,728  $2,595 

Additions

  1,311   921   984 

Deductions

  (1,095)  (1,308)  (851)

Ending balance, December 31,

 $2,557  $2,341  $2,728 

 

Inventories

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

 

Property and Equipment, net

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

 

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

 

Building and improvements

2 through 40 years

Riverboats and barges

5 through 40 years

Furniture and equipment

1 through 12 years

 

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

 

For an asset that is held for sale, we recognize the asset at the lower of carrying value or fair market value, less costs of disposal, as estimated based on comparable asset sales, cost and income approaches. For a long-lived asset to be held and used, we review the asset for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We then compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. The asset is not impaired if the undiscounted future cash flows exceed its carrying value. If the carrying value exceeds the undiscounted future cash flows, then an impairment charge is recorded, typically measured using a discounted cash flow model, which is based on the estimated future results of the relevant asset group discounted using our weighted-average cost of capital. In certain circumstances, the sales comparison approach, which analyzes recent sales transactions of similar assets, or the cost approach, which is based on the premise that a prudent investor would pay no more for an asset of similar utility than its replacement or reproduction cost, may be used in place of the discounted cash flow model to derive fair value. All resulting recognized impairment charges are recorded as impairment of assets within operating costs and expenses.

 

Capitalized Interest

Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using our weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. There was capitalized interest of $3.2 million, $3.1 million and $3.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

Investment in Available for Sale Securities

We have an investment in a single municipal bond issuance of $15.6 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 ("City Bonds"). This investment is classified as available-for-sale and is recorded at fair value. The fair value at December 31, 2025 and 2024 was $12.3 million and $12.6 million, respectively. At both  December 31, 2025 and 2024, $0.8 million is included in prepaid expenses and other current assets and at  December 31, 2025 and 2024, $11.5 million and $11.8 million, respectively, is included in other assets, net.

 

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

 

(In thousands)

    

For the year ending December 31,

    

2026

 $845 

2027

  910 

2028

  975 

2029

  1,050 

2030

  1,130 

Thereafter

  10,655 

Total

 $15,565 

 

Intangible Assets

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

 

Amortizing Intangible Assets

Customer relationships represent the value of repeat business associated with our customer loyalty programs and are being amortized on an accelerated method over their approximate useful life. B2B relationships and B2C relationships represent the value of our customer relationships, including those under contractual arrangements, associated with our online gaming operations and are being amortized on a straight-line basis over seven to twelve years. Host agreements represent the value associated with our host establishment relationships and are being amortized on a straight-line basis over 15 years. Development agreement is a contract between two parties establishing an agreement for development of a product or service. This agreement is being amortized over the respective cash flow period of the related seven-year agreement. Developed technology represents the value associated with our online gaming platform and is being amortized on a straight-line basis over 10 years. Marketing agreement is a contract between two parties establishing an agreement for marketing and promotional services and is being amortized on a straight-line basis over the 20-year term of the agreement. 

 

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

 

Indefinite-Lived Intangible Assets

Trademarks are based on the value of our brands, which reflect the level of service and quality we provide and from which we generate repeat business. Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight, and a limitation on the number of licenses available for issuance therein. These assets, considered indefinite-lived intangible assets, are not subject to amortization, but instead are subject to an annual impairment test, and between annual test dates in certain circumstances. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference. Gaming license rights are tested for impairment using a multi-period excess earnings method, which is a specific discounted cash flow model or a qualitative assessment approach, and trademarks are tested for impairment using the relief-from-royalty method or a qualitative assessment approach.

 

Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets in a business combination that are not individually identified and separately recognized. Goodwill is not subject to amortization, but it is subject to an annual impairment test and in between annual test dates in certain circumstances.

 

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

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

 

Long-Term Debt, Net

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

 

Income Taxes

Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely 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.

 

In performing our second quarter 2023 valuation allowance analysis, we determined that the positive evidence in favor of releasing a portion of our valuation allowance for certain state jurisdictions, outweighed the negative evidence. We utilized a rolling twelve quarters of pre-tax income adjusted for permanent book to tax differences as a measure of cumulative results in recent years. We transitioned from a cumulative loss position to a cumulative income position over the rolling twelve quarters ended June 30, 2023. Other evidence considered in the analysis included, but was not limited to, a trend reflective of improvement in recent earnings, forecasts of profitability and taxable income and the reversal of existing temporary differences. The change in these conditions during the three months ended June 30, 2023 provided positive evidence that supported the release of the valuation allowance against a significant portion of our state deferred tax assets. As such, we concluded that it was more likely than not that the benefit from our deferred tax assets would be realized. As a result, during the second quarter of 2023, we released $35.9 million of valuation allowance on our state income tax net operating loss carryforwards and other deferred tax assets. 

 

Other Long-Term Tax Liabilities

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

 

Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize 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 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 December 31, 2025 and 2024, and for the years then ended, there were no changes to our unrecognized tax benefits to date.

 

Tax Credits

Pursuant to provisions under the Inflation Reduction Act of 2022, the Company entered into agreements to purchase $400.9 million of transferable federal energy tax credits during 2025 at a discount to face value, which resulted in an income tax benefit recorded during the year ended December 31, 2025. 

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

Self-Insurance Reserves

We are self-insured for various insurance coverages such as property, general liability, employee health and workers' compensation costs with the appropriate levels of deductibles and retentions. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not yet reported. In estimating these accruals, we consider historical loss experience and make judgments about the expected levels of costs per claim. Management believes the estimates of future liability are reasonable based upon our methodology; however, changes in health care costs, accident frequency and severity and other factors could materially affect the estimate for these liabilities. Certain of these claims represent obligations to make future payments; and therefore, we discount such reserves to an amount representing the present value of the claims which will be paid in the future using a blended rate, which represents the inherent risk and the average payout duration. Self-insurance reserves are included in accrued liabilities on our consolidated balance sheets.

 

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

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Beginning balance, January 1,

 $33,057  $33,857  $37,492 

Additions

            

Charged to costs and expenses

  85,218   79,373   68,981 

Payments made

  (84,470)  (80,173)  (72,616)

Ending balance, December 31,

 $33,805  $33,057  $33,857 

 

Accumulated Other Comprehensive Income (Loss)

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

 

Leases

Management determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. Our lease terms 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 Online Market Access Agreements below for further discussion of revenues earned under our market access agreements. The transaction price for a gaming wagering contract is the difference between gaming wins and losses, not the total amount wagered. Cash discounts, commissions and other cash incentives to customers related to gaming play are recorded as a reduction of gaming revenues. The transaction price for hotel, food & beverage and other contracts is the net amount collected from the customer for such goods and services. Hotel, food & beverage and other services have been determined to be separate, stand-alone performance obligations and the transaction price for such contracts is recorded as revenue as the good or service is transferred to the customer over their stay at the hotel, when the delivery is made for the food & beverage or when the service is provided for other amenity transactions.

 

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

 

Gaming wager contracts 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 6, Accrued Liabilities, for the balance outstanding related to the player loyalty program.

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

The Company collects advance deposits from hotel customers for future hotel reservations and other future events such as banquets and ticketed events. These advance deposits represent obligations of the Company until the hotel room stay is provided to the customer or the banquet or ticketed event occurs. See Note 6, 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 6, 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:

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Food & beverage

 $135,950  $128,322  $119,202 

Rooms

  65,395   62,944   62,521 

Other

  8,983   8,595   8,679 

 

Gaming Taxes

We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate. These gaming taxes are assessed based on our gaming revenues and are recorded in the consolidated statements of operations as a gaming expense for gaming entertainment properties and online expense for Boyd Interactive operations. Gaming taxes recorded as gaming expense totaled approximately $528.2 million, $515.3 million and $512.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. Gaming taxes recorded as online expense, excluding taxes paid under online market access agreements (see Online Market Access Agreements below for further discussion), totaled $24.9 million, $14.4 million and $6.2 million for the years ended  December 31, 2025, 2024 and 2023, respectively.

 

Advertising Expense

Direct advertising costs are expensed the first time such advertising appears. Advertising costs are included in selling, general and administrative expenses on the consolidated statements of operations and totaled $27.6 million, $26.9 million and $22.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

 

Corporate Expense

Corporate expense represents unallocated payroll, professional fees, rent, aircraft costs 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.

 

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. 

 

Share-Based Compensation

Share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period. The requisite service period can be impacted by the provisions of the Company’s stock compensation programs that provide for automatic vesting acceleration upon retirement (including as a result of death or disability) for those long-service participants achieving defined age and years of service criteria. These acceleration provisions do not apply to stock grants and awards issued within six months of the employee’s retirement. Compensation costs related to stock option awards are calculated based on the fair value of each major option grant on the date of the grant using the Black-Scholes option pricing model, which requires the following assumptions: expected stock price volatility, risk-free interest rates, expected option lives and dividend yields. We form our assumptions using historical experience and observable market conditions.

 

Currency Translation

The Company translates the financial statements of its foreign subsidiary that 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, net on our consolidated statements of operations.

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

Net Income per Share

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

 

Collaborative Arrangements - FanDuel

In 2018, we acquired a five percent equity ownership in FanDuel Group Parent, LLC ("FanDuel"). During the period that we held the five percent equity interest, we did not have the ability to exercise significant influence over FanDuel's operations and financial policies. Our five percent equity ownership in FanDuel was recorded at cost in accordance with the measurement alternative allowed under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 321, Accounting for Investments of Equity Securities. We evaluated the investment for impairment whenever events or circumstances indicated that the carrying amount may not be recoverable. We evaluated the recorded value of the investment when any observable price changes in orderly transactions for an identical or similar investment required an adjustment of the investment to fair value. From the acquisition of the FanDuel equity interest in 2018 to the sale of such investment in July 2025, as discussed below, the Company had no accumulated impairments or adjustments to fair value related to the investment.

 

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

 

In connection with the sale of the Equity Interest, Boyd Gaming and FanDuel or their respective affiliated entities terminated certain of their existing agreements related to their strategic partnership and entered into certain new agreements (collectively, the "FanDuel Market Access Agreements"), pursuant to which Boyd Gaming or its subsidiaries ("Boyd Entities") agreed to, among other things, (i) provide FanDuel or its subsidiary with certain market access rights to operate online sports wagering or other online gaming services similar to the prior arrangements with Boyd entities, updated to an annual fixed fee owed to the Boyd Entities instead of variable fees based on net wagering wins and losses and to extend the term of the arrangements to 2038, and (ii) transition any branding and operational support provided by FanDuel at the existing FanDuel branded sportsbooks at Boyd Gaming properties to be branded and operated entirely by Boyd Entities, but utilizing certain sports betting data feeds provided by FanDuel or its affiliate.

 

Online Market Access Agreements

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

 

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

 

Concentration of Credit Risk

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

 

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

 

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

 

Use of Estimates

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

 

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

Recently Adopted Accounting Pronouncements

Accounting Standards Update ("ASU") 2023-09, Income Taxes, Topic 740, Improvements to Income Tax Disclosures ("Update 2023-09")

In December 2023, the FASB issued Update 2023-09 to improve income tax disclosure requirements, primarily related to rate reconciliations and income taxes paid. Update 2023-09 is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted Update 2023-09 retrospectively in first quarter 2025, and the guidance was applied with the expanded income tax disclosure requirements included in Note 8, Income Taxes. 

 

ASU 2023-07, Segment Reporting, Topic 280, Improvements to Reportable Segment Disclosures ("Update 2023-07")

In November 2023, the FASB issued Update 2023-07 to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. Update 2023-07 is to be applied retrospectively and is effective for financial statements issued for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, with early adoption permitted. The Company adopted Update 2023-07 during first quarter 2024, and the guidance was applied with the expanded significant segment expense disclosure requirements included in Note 14, Segment Information.

 

Recently Issued Accounting Pronouncements

ASU 2025-11, Interim Reporting (Topic 270) ("Update 2025-11")

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

 

ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) ("Update 2025-06")

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

 

ASU 2025-05, Financial Instruments - Credit Losses (Topic 326) ("Update 2025-05")

In July 2025, the FASB issued Update 2025-05 to clarify guidance related to Topic 326 for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers, and allowing for a practical expedient that assumes that current conditions as of the balance sheet do not change for the remaining life of the asset. Update 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the impact of the adoption of Update 2025-05 to the consolidated financial statements.

 

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

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

 

A variety of proposed or otherwise potential accounting standards are currently being studied by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of such proposed standards would have on our consolidated financial statements.
 
 
NOTE 2.    ACQUISITION

Resorts Digital Gaming, LLC ("Boyd Digital")

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

 

Boyd Digital is an online casino operator based in New Jersey, operating a dual-brand strategy of Resorts Casino and Mohegan Sun. This acquisition was another step forward in building out our online casino business. In addition to acquiring the existing online business under both brands, the acquisition included a 20-year marketing agreement with a 10-year renewal option that provides for marketing and promotional services at Resorts Casino in Atlantic City, New Jersey. This marketing agreement allows us to provide our online customers in New Jersey access to a gaming entertainment property where they can redeem points earned under our loyalty program for such amenities as complimentary food & beverage and hotel rooms. The acquired company is aggregated into our Online segment (see Note 14, Segment Information).

 

Consideration Transferred

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

 

 
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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

Purchase Price Allocation

The Company followed the acquisition method of accounting pursuant to FASB ASC Topic 805 guidance. In accordance with ASC 805, we have allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values as determined by management with the assistance from third-party specialists. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed was recorded as goodwill. The following table presents the components of the final allocation of the purchase price as of the acquisition date and as reported in our Annual Report on Form 10-K for the year ended December 31, 2024: 
 

(In thousands)

 

Final Purchase Price Allocation

 

Current assets

 $4,303 

Other assets

  110 

Intangible assets

  22,800 

Total acquired assets

  27,213 
     

Current liabilities

  3,891 

Other liabilities

  28 

Total liabilities assumed

  3,919 

Net identifiable assets acquired

  23,294 

Goodwill

  10,700 

Net assets acquired

 $33,994 

 

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

 

 

Useful Lives

    

(In thousands)

(in years)

 

As Recorded

 

Gaming license right

Indefinite

 $15,000 

Customer relationships

5

  3,300 

Marketing agreement

20

  4,500 

Total intangible assets acquired

  $22,800 

 

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


The Company expensed $0.1 million of acquisition related costs during the year ended December 31, 2024. There were no acquisition related costs for the years ended December 31, 2025 and 2023. These costs are included in project development, preopening and writedowns on the consolidated statements of operations.


The revenue and earnings from the acquisition are not material for the period from September 1, 2024 through December 31, 2024. The pro-forma revenue and earnings from the acquisition assuming all impacts as if it had been completed on January 1, 2024, are not material through December 31, 2024.

 

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 
 

NOTE 3.    PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

 

  

December 31,

 

(In thousands)

 

2025

  

2024

 

Land

 $356,696  $338,469 

Buildings and improvements

  3,365,328   3,398,700 

Furniture and equipment

  1,980,090   1,870,124 

Riverboats and barges

  194,292   211,879 

Construction in progress

  271,603   148,571 

Total property and equipment

  6,168,009   5,967,743 

Less accumulated depreciation

  (3,296,625)  (3,288,467)

Property and equipment, net

 $2,871,384  $2,679,276 

 

Construction in progress primarily relates to costs capitalized in conjunction with major improvements that have not yet been placed into service, and accordingly, such costs are not currently being depreciated.

 

Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $283.6 million, $259.8 million and $240.0 million, respectively.

 

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. In addition, as a result of our third quarter 2025 impairment review, the Company recorded long-lived asset impairment charges of $47.3 million for property and equipment related to our Midwest & South segment and $17.8 million for property and equipment related to our Las Vegas Locals segment. Further, as a result of our fourth quarter 2025 impairment review, the Company recorded a long-lived asset impairment charge of $25.0 million for property and equipment related to our Midwest & South segment. To determine the value of the long-lived asset and the resulting impairment, we utilized the income approach which focuses on the income-producing capability of the asset and the sales comparison approach which focuses on comparable sales transactions. These noncash impairment charges are recorded in impairment of assets on the consolidated statement of operations. There were no impairments of our property and equipment long-lived assets during 2024 and 2023.

 

 

NOTE 4.    INTANGIBLE ASSETS

Intangible assets consist of the following:

  

December 31, 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

  3.7  $3,300  $(880) $—  $—  $2,420 

Host agreements

  7.4   58,000   (29,323)  —   —   28,677 

Development agreement

  3.6   21,373   (10,304)  —   —   11,069 

Developed technology

  6.4   47,361   (15,351)  —   (80)  31,930 

B2B relationships

  4.0   28,000   (12,395)  —   (6)  15,599 

B2C relationships

  8.8   13,000   (3,430)  —   —   9,570 

Marketing agreement

  18.7   4,500   (300)  —   —   4,200 
       175,534   (71,983)  —   (86)  103,465 

Indefinite lived intangible assets

                        

Trademarks

  

Indefinite

   199,900   —   (32,275)  —   167,625 

Gaming license rights

  

Indefinite

   1,491,835   (33,960)  (253,974)  —   1,203,901 
       1,691,735   (33,960)  (286,249)  —   1,371,526 

Balances, December 31, 2025

     $1,867,269  $(105,943) $(286,249) $(86) $1,474,991 

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

 

  

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 

 

Amortizing Intangible Assets

Customer Relationships

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

 

Host Agreements

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

 

Development Agreement

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

 

Developed Technology

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

 

B2B Relationships and B2C Relationships

B2B relationships and B2C relationships represent the value of our customer relationships, including those under contractual arrangements, associated with our online gaming operations. The value of B2B and B2C relationships are determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to those customer relationships, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections of cash flows, assumptions and estimates: revenue of those customers, based on expected level of play and the specific contractual arrangement; promotional allowances and attrition rate related to these relationships; operating expenses; general and administrative expenses; contributory asset charge; discount rate; and the present value of tax benefit.

 

Marketing Agreement

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

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

Indefinite Lived Intangible Assets

Trademarks

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

 

Gaming License Rights

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

 

Activity for the Years Ended December 31, 2025, 2024 and 2023

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

 

(In thousands)

 

Customer Relationships

  

Host Agreements

  

Development Agreement

  

Developed Technology

  

B2B Relationships

  

B2C Relationships

  

Marketing Agreement

  

Trademarks

  

Gaming License Rights

  

Intangible Assets, Net

 

Balance, January 1, 2023

 $980  $40,278  $20,228  $35,898  $27,360  $12,819  $—  $167,625  $1,121,947  $1,427,135 

Additions

  —   —   —   3,536   —   —   —   —   —   3,536 

Impairments

  —   —   —   —   —   —   —   —   (21,300)  (21,300)

Amortization

  (940)  (3,867)  (3,053)  (3,882)  (3,914)  (1,083)  —   —   —   (16,739)

Effect of foreign currency exchange

  —   —   —   172   40   —   —   —   —   212 

Balance, December 31, 2023

  40   36,411   17,175   35,724   23,486   11,736   —   167,625   1,100,647   1,392,844 

Additions

  3,300   —   —   3,454   —   —   4,500   —   15,000   26,254 

Impairments

  —   —   —   —   —   —   —   —   (10,500)  (10,500)

Amortization

  (260)  (3,867)  (3,053)  (4,563)  (3,915)  (1,083)  (75)  —   —   (16,816)

Effect of foreign currency exchange

  —   —   —   (643)  (132)  —   —   —   —   (775)

Balance, December 31, 2024

  3,080   32,544   14,122   33,972   19,439   10,653   4,425   167,625   1,105,147   1,391,007 

Additions

  —   —   —   3,926   —   —   —   —   98,754   102,680 

Amortization

  (660)  (3,867)  (3,053)  (6,306)  (3,914)  (1,083)  (225)  —   —   (19,108)

Effect of foreign currency exchange

  —   —   —   338   74   —   —   —   —   412 

Balance, December 31, 2025

 $2,420  $28,677  $11,069  $31,930  $15,599  $9,570  $4,200  $167,625  $1,203,901  $1,474,991 

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

Future Amortization

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

 

(In thousands)

 

Customer Relationships

  

Host Agreements

  

Development Agreement

  

Developed Technology

  

B2B Relationships

  

B2C Relationships

  

Marketing Agreement

  

Total

 

For the year ending

                                

December 31,

                                

2026

 $660  $3,867  $3,053  $5,430  $3,907  $1,083  $225  $18,225 

2027

  660   3,867   3,053   5,414   3,914   1,083   225   18,216 

2028

  660   3,867   3,053   5,200   3,914   1,083   225   18,002 

2029

  440   3,867   1,910   4,500   3,296   1,083   225   15,321 

2030

  —   3,867   —   3,946   200   1,083   225   9,321 

Thereafter

  —   9,342   —   7,440   368   4,155   3,075   24,380 

Total future amortization

 $2,420  $28,677  $11,069  $31,930  $15,599  $9,570  $4,200  $103,465 

 

Trademarks and gaming license rights are not subject to amortization, as we have determined that they have an indefinite useful life; however, these assets are subject to an annual impairment test each year and between annual test dates in certain circumstances.

 

Impairments

There were no impairment charges recorded during 2025.

 

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.

 

As a result of our annual 2023 impairment test and our fourth quarter 2023 impairment review, the Company recorded an impairment charge of $21.3 million for gaming license rights related to our Midwest & South segment.

 
 

NOTE 5.     GOODWILL

Goodwill consists of the following:

 

  December 31, 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)  90   22,827 

Managed & Other

  30,529   —   (30,529)  —   — 

Balances, December 31, 2025

 $1,372,099  $(6,134) $(408,078) $90  $957,977 

 

  

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 

 

65
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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

Changes in Goodwill

During the year ended December 31, 2025, there were no changes in goodwill other than the effect of foreign currency exchange rates.

 

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

 

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

 

The following table sets forth the changes in our goodwill, net, during the years ended December 31, 2025, 2024 and 2023.

 

(In thousands)

 

Goodwill, Net

 

Balance, January 1, 2023

 $1,033,744 

Effect of foreign currency exchange

  134 

Impairments

  (86,537)

Balance, December 31, 2023

  947,341 

Additions

  10,700 

Effect of foreign currency exchange

  (152)

Balance, December 31, 2024

  957,889 

Effect of foreign currency exchange

  88 

Balance, December 31, 2025

 $957,977 

 
 

NOTE 6.    ACCRUED LIABILITIES

Accrued liabilities consist of the following:

 

  

December 31,

  

December 31,

 

(In thousands)

 

2025

  

2024

 

Payroll and related

 $75,822  $86,267 

Interest

  17,092   17,593 

Gaming

  72,627   73,321 

Player loyalty program

  20,132   20,896 

Advance deposits

  17,795   15,426 

Outstanding chips

  5,443   7,790 

Dividends payable

  13,767   14,665 

Operating leases

  111,836   102,855 

Other

  493,413   108,602 

Total accrued liabilities

 $827,927  $447,415 

 

Included in Other as of December 31, 2025 is $371.3 million of 2025 renewable energy investment tax credits purchased from third parties. See additional discussion in Note 8, Income Taxes.
 

NOTE 7.    LONG-TERM DEBT

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

 

  

December 31, 2025

 
  

Interest

      

Unamortized

     
  

Rates at

      

Origination

     
  

December 31,

  

Outstanding

  

Fees and

  

Long-Term

 

(In thousands)

 

2025

  

Principal

  

Costs

  

Debt, Net

 

Credit facility

  5.318% $160,700  $(3,820) $156,880 

4.750% senior notes due 2027

  4.750%  1,000,000   (3,896)  996,104 

4.750% senior notes due 2031

  4.750%  900,000   (7,415)  892,585 

Long-term debt, net

     $2,060,700  $(15,131) $2,045,569 

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

  

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 

 

Credit Facility

Credit Agreement

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

 

The Credit Agreement (i) provides for a $1,450.0 million senior secured revolving credit facility (the "Revolving Credit Facility") and (ii) provided for an $880.0 million senior secured term A loan (the "Term A Loan," collectively with the Revolving Credit Facility, the "Credit Facility"). The Revolving Credit Facility matures on March 2, 2027 (or earlier upon the occurrence or non-occurrence of certain events) and the Term A Loan was repaid in full as of December 31, 2025. The Term A Loan was fully funded on the Closing Date and proceeds from the Credit Agreement were used to refinance all outstanding obligations under the Prior Credit Facility, including a senior secured term loan A facility and senior secured term loan B facility (the "Prior Refinancing Term B Loan"), to fund transaction costs in connection with the Credit Agreement, and for general corporate purposes. On January 21, 2026, the Company entered into an Amended and Restated Credit Agreement which is further discussed in Note 16, Subsequent Events.

 

Amounts Outstanding

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

 

  

December 31,

  

December 31,

 

(In thousands)

 

2025

  

2024

 

Revolving Credit Facility

 $135,000  $475,000 

Term A Loan

  —   759,000 

Swing Loan

  25,700   66,300 

Total outstanding principal amounts

 $160,700  $1,300,300 

 

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

 

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

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

Interest and Fees

The interest rate on the outstanding balance of the Revolving Credit Facility, and on the Term A Loan prior to its extinguishment upon full repayment in 2025, is based upon, at the Company’s option, either: (i) a rate based on the Secured Overnight Financing Rate ("SOFR") administered by the Federal Reserve Bank of New York, or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with a specified pricing grid based on the Consolidated Total Net Leverage Ratio and ranges from 1.25% to 2.25% (if using SOFR) and from 0.25% to 1.25% (if using the base rate). A fee of a percentage per annum (which ranges from 0.20% to 0.35% and is determined in accordance with a specified pricing grid based on the Consolidated Total Net Leverage Ratio) will be payable on the unused portions of the Revolving Credit Facility. The rates based on SOFR will be determined based upon, at the Company’s option, either: (i) a forward-looking SOFR term rate administered by CME Group Benchmark Administration Limited or any successor administrator, and based on interest periods of one, three or six months or such other interest period that is twelve months or less subject to the consent of lenders and the administrative agent, or (ii) a daily SOFR rate published by the Federal Reserve Bank of New York, and will include credit spread adjustments as set forth in the Credit Agreement. The "base rate" under the Credit Agreement is the highest of (x) Bank of America’s publicly-announced prime rate, (y) the federal funds rate published by the Federal Reserve Bank of New York plus 0.50%, or (z) the SOFR rate for a one month interest period plus 1.00%.

 

Optional and Mandatory Prepayments

Pursuant to the terms of the Credit Agreement, the Company is required to use a portion of its annual excess cash flow to prepay loans outstanding under the Credit Agreement if the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) exceeds certain thresholds set forth in the Credit Agreement. Additionally, prior to its full repayment in 2025, the loans under the Term A Loan amortized in an annual amount equal to 5.00% of the original principal amount thereof, payable on a quarterly basis.

 

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

 

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

 

Guarantees and Collateral

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

 

The Credit Agreement includes an accordion feature which permits the incurrence of one or more new tranches of revolving credit commitments in an aggregate amount up to the sum of (i) $1,000.0 million, (ii) the amount of certain voluntary prepayments of senior secured indebtedness of the Company, and (iii) the maximum amount of incremental commitments which, after giving effect thereto, would not cause the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement) to exceed 3.00 to 1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions.

 

Financial and Other Covenants

The Credit Agreement contains certain financial and other covenants, including, without limitation, various covenants (i) requiring the maintenance of a minimum consolidated interest coverage ratio on a quarterly basis of 2.50 to 1.00, (ii) requiring the maintenance of a maximum Consolidated Total Net Leverage Ratio on a quarterly basis, (iii) imposing limitations on the incurrence of indebtedness and liens, (iv) imposing limitations on transfers, sales and other dispositions, and (v) imposing restrictions on investments, dividends and certain other payments.

 

The maximum permitted Consolidated Total Net Leverage Ratio is calculated as Consolidated Net Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the Credit Agreement. The maximum Consolidated Total Net Leverage Ratio must be no higher than 4.50 to 1.00.

 

Current Maturities of Our Indebtedness

As of December 31, 2024, we classified certain non-extending balances under our Credit Facility as a current maturity, as such amounts came due within the next twelve months. As of December 31, 2025, there are not any amounts that come due under our Credit Facility within the next twelve months.

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

Senior Notes

4.750% Senior Notes due June 2031

On June 8, 2021, we issued $900.0 million aggregate principal amount of 4.750% senior notes due June 2031 ("4.750% Senior Notes due 2031"). The 4.750% Senior Notes due 2031 require semi-annual interest payments on March 15 and September 15 of each year. The 4.750% Senior Notes due 2031 will mature on  June 15, 2031 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The net proceeds from the 4.750% Senior Notes due 2031 and cash on hand were used to finance the redemption of our outstanding 6.375% senior notes due April 2026 and 6.000% senior notes due August 2026.

 

In conjunction with the issuance of the 4.750% Senior Notes due 2031, we incurred approximately $13.5 million in debt financing costs that have been deferred and are being amortized over the term of the 4.750% Senior Notes due 2031 using the effective interest method.

 

The 4.750% Senior Notes due 2031 contain covenants that, subject to exceptions and qualifications, among other things, limit the Company’s ability and the ability of its Restricted Subsidiaries (as defined in the Indenture governing the 4.750% Senior Notes due 2031, the "4.750% Senior Notes due 2031 Indenture") to (i) incur additional indebtedness or liens; (ii) pay dividends or make distributions or repurchase the Company’s capital stock; (iii) make certain investments; and (iv) sell or merge with other companies. Upon the occurrence of a change of control (as defined in the 4.750% Senior Notes due 2031 Indenture), the Company will be required, unless certain conditions are met, to offer to repurchase the 4.750% Senior Notes due 2031 at a price equal to 101% of the principal amount of the 4.750% Senior Notes due 2031, plus any accrued and unpaid interest and Additional Interest (as defined in the 4.750% Senior Notes due 2031 Indenture), if any, up to, but not including, the date of purchase. If the Company sells assets, it will be required under certain circumstances to offer to purchase the 4.750% Senior Notes due 2031.

 

At any time prior to June 15, 2026, we may redeem the 4.750% Senior Notes due 2031, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a make whole premium. 

 

4.750% Senior Notes due December 2027

On  December 3, 2019, we issued  $1.0 billion aggregate principal amount of  4.750% senior notes due December  2027 (" 4.750% Senior Notes due 2027"). The  4.750% Senior Notes due 2027 require semi-annual interest payments on June 1 and December 1 of each year. The  4.750% Senior Notes due 2027 will mature on December 1, 2027 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are  100% owned by us. The net proceeds from the  4.750% Senior Notes due 2027 were used to finance the redemption of all of our outstanding  6.875% senior notes due in  2023 and prepay a portion of our Prior Refinancing Term B Loan.
 
In conjunction with the issuance of the 4.750% Senior Notes due 2027, we incurred approximately  $15.7 million in debt financing costs that have been deferred and are being amortized over the term of the 4.750% Senior Notes due 2027 using the effective interest method.
 
The 4.750% Senior Notes due 2027 contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the indenture governing the 4.750% Senior Notes due 2027, the " 4.750% Senior Notes due 2027 Indenture") to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the 4.750% Senior Notes due 2027 Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 4.750% Senior Notes due 2027 at a price equal to  101% of the principal amount of the 4.750% Senior Notes due 2027, plus accrued and unpaid interest and Additional Interest (as defined in the 4.750%  Senior Notes due 2027 Indenture), if any, to, but not including, the date of purchase. If we sell assets, we will be required under certain circumstances to offer to purchase the 4.750% Senior Notes due 2027.

 

We may redeem all or a portion of the 4.750% Senior Notes due 2027 at redemption prices equal to 100% of the principal amount, plus accrued and unpaid interest and Additional Interest.

 

In connection with the private placement of the 4.750% Senior Notes due 2027, we entered into a registration rights agreement with the initial purchasers in which we agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") to permit the holders to exchange or resell the 4.750% Senior Notes due 2027. We filed the required registration statement and commenced the exchange offer in  July 2020. The exchange offer was completed on August 20, 2020 and our obligations under the registration agreement have been fulfilled.

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

Early Extinguishments and Modifications of Debt

During the year ended December 31, 2025, the Company incurred $1.4 million in loss on early extinguishments of debt due to the full repayment and extinguishment of the Term A Loan with proceeds from the sale of the Equity Interest in FanDuel. The $1.4 million incurred relates to the write-off of unamortized deferred finance charges associated with the Term A Loan. There were no charges to loss on early extinguishments and modifications of debt during the years ended December 31, 2024 and 2023.

 

Covenant Compliance

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

 

The indentures governing the notes issued by the Company contain provisions that allow for the incurrence of additional indebtedness, if after giving effect to such incurrence, the coverage ratio (as defined in the respective indentures, essentially a ratio of the Company's consolidated EBITDA to fixed charges, including interest) for the Company's 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, the Company may still borrow under its existing credit facility. At December 31, 2025, the available borrowing capacity under our Credit Facility was $1,276.6 million.

 

Scheduled Maturities of Long-Term Debt

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

 

(In thousands)

 

Total

 

For the year ending December 31,

    

2026

 $— 

2027

  1,160,700 

2028

  — 

2029

  — 

2030

  — 

Thereafter

  900,000 

Total outstanding principal of long-term debt

 $2,060,700 

 
 

NOTE 8.    INCOME TAXES

Deferred Income Tax Assets and Liabilities

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

 

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

 

  

December 31,

 

(In thousands)

 

2025

  

2024

 

Deferred income tax assets

        

State net operating loss carryforwards

 $42,112  $41,206 

Operating lease liability

  140,597   158,301 

Share-based compensation

  17,789   17,317 

Other

  91,678   29,770 

Gross deferred income tax assets

  292,176   246,594 

Valuation allowance

  (13,296)  (13,296)

Deferred income tax assets, net of valuation allowance

  278,880   233,298 
         

Deferred income tax liabilities

        

Difference between book and tax basis of property and intangible assets

  416,127   382,854 

State tax liability

  42,851   32,084 

Right-of-use asset

  136,951   154,480 

Other

  6,424   10,796 

Gross deferred income tax liabilities

  602,353   580,214 

Deferred income tax liabilities, net

 $323,473  $346,916 

 

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

 

At December 31, 2025, we have state income tax net operating loss carryforwards of approximately $754.0 million, which may be used to reduce future state income taxes. The majority of the state net operating loss carryforwards will expire in various years ranging from 2026 to 2046, if not fully utilized, and the remaining may be used indefinitely.
 
Valuation Allowance on Deferred Tax Assets
Management assesses available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. In evaluating our ability to recover deferred tax assets, we consider whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and results of recent operations.
 
We have maintained a valuation allowance against certain federal and state deferred tax assets as of December 31, 2025 due to uncertainties related to our ability to realize the tax benefits associated with these assets. The balance of this valuation allowance was $13.3 million as of  December 31, 2025 and 2024. In assessing the need to establish a valuation allowance, we consider, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of profitability and taxable income, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies. Valuation allowances are evaluated periodically and subject to change in future reporting periods as a result of changes in the factors noted above.

 

Provision for Income Taxes

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

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Income (loss) before income taxes

            

United States

 $2,330,204  $753,109  $760,638 

Foreign

  (533)  (1,106)  (7,731)

Total income before income taxes

  2,329,671   752,003   752,907 

Income tax provision

            

Current

            

Federal

 $116,760  $110,433  $148,726 

State

  21,664   7,456   14,937 

Foreign

  —   —   — 

Total current taxes provision

  138,424   117,889   163,663 

Deferred

            

Federal

  342,545   42,235   20,820 

State

  9,829   13,987   (49,709)

Foreign

  (29)  (60)  (1,890)

Total deferred taxes provision

  352,345   56,162   (30,779)

Total income tax provision

 $490,769  $174,051  $132,884 

 

As discussed in Note 1, Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements, in January 2025 we adopted ASU 2023-09 retrospectively.  A reconciliation of the U.S. federal statutory income tax rates to our effective tax rates pursuant to the new disclosure requirements of ASU 2023-09 are as follows:

 

  

Year Ended December 31,

 
  

2025

  

2024

  

2023

 

(In thousands, except percentages)

  Amount   Percent   Amount   Percent   Amount   Percent 

Tax at federal statutory rate

 $489,231   21.0% $157,921   21.0% $158,110   21.0%

State income taxes, net of federal benefit (1)

  24,879   1.1%  16,940   2.3%  (26,322)  (3.5)%

Foreign taxes

  (28)  —%  (60)  —%  (1,890)  (0.3)%

Federal tax credit

                        

Renewable energy credits

  (24,790)  (1.1)%  —   —%  —   —%

Other credits

  (1,643)  (0.1)%  (2,027)  (0.3)%  (2,228)  (0.3)%

Nontaxable or nondeductible items

  3,120   0.2%  1,277   0.1%  5,214   0.7%

Effective tax rate

 $490,769   21.1% $174,051   23.1% $132,884   17.6%

 

(1) For 2025, Illinois, Kansas, and New Jersey represented the majority of the tax effect in this category. For 2024, Louisiana and Missouri represented the majority of the tax effect in this category. For 2023, Indiana represented the majority of the tax effect in this category.

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

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

 

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

 

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

 

Cash Paid for Income Taxes, Net of Refunds
The following table provides a detail of the cash taxes paid, net of refunds:
 
  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Federal

 $108,321  $131,000  $146,000 

State

  23,446   13,512   18,482 

Foreign

  —   —   — 

Total cash taxes paid, net of refunds

 $131,767  $144,512  $164,482 

 

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

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

State

            

Illinois (1)

 $6,710  $—  $— 

 

(1) Jurisdiction did not meet the disclosure requirements for the years ended December 31, 2024 and 2023 and as such are presented as zero.

 
Status of Examinations
We generated net operating losses on our federal income tax returns for years 2011 through 2013 and in 2020. These returns remain subject to federal examination until the statute of limitations expires for the year in which the net operating losses are utilized. We utilized all our federal net operating losses in 2021.
 
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  December 31, 2025, and for the year then ended, there were no changes to our unrecognized tax benefits to date.
 
As it relates to our material state tax returns, we are subject to examination for tax years ended on or after December 31, 2016. The statute of limitations will expire over the per iod October 2026 through November 2029.
 
We believe that we have adequately reserved for any tax liability; however, the ultimate resolution of an examination  may result in an outcome that is different than our current expectation. We do not believe the ultimate resolution of any examination will have a material impact on our consolidated financial statements.
 
Other Long-Term Tax Liabilities
The impact of an uncertain income tax position taken in our income tax return is recognized at the largest amount that is more-likely-than- not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position is not recognized if it has less than a 50% likelihood of being sustained. If applicable, our liability for uncertain tax positions is recorded as other long-term tax liabilities in our consolidated balance sheets. As of December 31, 2025  and   2024 and during the years ended December 31, 2025, 2024 and  2023, the Company had no uncertain tax positions. 
 
Tax Credits
Pursuant to provisions under the Inflation Reduction Act of 2022, the Company entered into agreements to purchase $400.9 million of transferable federal energy tax credits during 2025 at a discount to face value, which resulted in an income tax benefit recorded during the year ended December 31, 2025. 

 

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 
 

NOTE 9.    COMMITMENTS AND CONTINGENCIES

Commitments

Capital Spending and Development

We continually perform on-going refurbishment and maintenance at our facilities to maintain our standards of quality. Certain of these maintenance costs are capitalized, if such improvement or refurbishment extends the life of the related asset, while other maintenance costs that do not so qualify are expensed as incurred. The commitment of capital and the related timing thereof are contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate regulatory bodies. We must also comply with covenants and restrictions set forth in our debt agreements.

 

Kansas Management Contract

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

 

Mulvane Development Agreement

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

 

All infrastructure improvements to the Kansas Star site under the Mulvane Development Agreement are complete and the City of Mulvane issued $19.7 million in general obligation bonds related to these infrastructure improvements. At both  December 31, 2025 and 2024, under the Mulvane Development Agreement, Kansas Star recorded $1.6 million, which is included in accrued liabilities on the consolidated balance sheets and at  December 31, 2025 and 2024, $0.8 million, net of a $0.2 million discount, and $2.0 million, net of a $0.5 million discount, respectively, is recorded as a long-term obligation in other liabilities on the consolidated balance sheets. Interest costs are expensed as incurred and the discount will be amortized to interest expense over the term of the special tax assessment ending in 2028. Kansas Star's special tax assessment related to these bonds is approximately $1.6 million annually. Payments under the special tax assessment are secured by irrevocable letters of credit of $5.0 million issued by the Company in favor of the City of Mulvane, representing an amount equal to three times the annual special assessment tax imposed on Kansas Star.

 

Minimum Assessment Agreement

In 2007, Diamond Jo Dubuque entered into a Minimum Assessment Agreement with the City of Dubuque (the "City"). Under the Minimum Assessment Agreement, Diamond Jo Dubuque and the City agreed to a minimum taxable value related to the new casino of $57.9 million. Diamond Jo Dubuque agreed to pay property taxes to the City based on the actual taxable value of the casino, but not less than the minimum taxable value. Scheduled payments of principal and interest on the City Bonds will be funded through Diamond Jo Dubuque's payment obligations under the Minimum Assessment Agreement. Diamond Jo Dubuque is also obligated to pay any shortfall should property taxes be insufficient to fund the principal and interest payments on the City Bonds.

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

Interest costs under the Minimum Assessment Agreement obligation are expensed as incurred. As of December 31, 2025 and 2024, the remaining obligation under the Minimum Assessment Agreement was $1.9 million at each date, which was recorded in accrued liabilities on the consolidated balance sheets and $9.9 million, net of a $1.3 million discount, and $10.6 million, net of a $1.5 million discount, respectively, which was recorded as a long-term obligation in other liabilities on the consolidated balance sheets. The discount will be amortized to interest expense over the life of the Minimum Assessment Agreement. Total minimum payments by Diamond Jo Dubuque under the Minimum Assessment Agreement are approximately $1.9 million per year through 2036.

 

Public Parking Facility Agreement

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

 

Iowa Qualified Sponsoring Organization Agreements

Diamond Jo Dubuque and Diamond Jo Worth are required to pay their respective qualified sponsoring organization, who hold a joint gaming license with Diamond Jo Dubuque and Diamond Jo Worth, a certain percentage of the casino’s adjusted gross receipts on an ongoing basis. Diamond Jo Dubuque pays 4.50% on slot and table game revenues and 0.75% on sports wagering revenue. Diamond Jo Worth pays 5.76% on slot and table game revenues and 0.75% on sports wagering revenue. Diamond Jo Dubuque expensed $3.5 million during each of the years ended December 31, 2025, 2024 and 2023, respectively, related to its agreement. Diamond Jo Worth expensed $6.5 million, $6.2 million and $6.1 million during the years ended December 31, 2025, 2024 and 2023, respectively, related to its agreement. The Diamond Jo Dubuque agreement expires on December 31, 2030. The Diamond Jo Worth agreement expires on March 31, 2035, and is subject to automatic ten-year renewal periods.

 

Development Agreement

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

 

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

 

The pre-development costs financed by us, and the cost of the land and parking lot financed by us, were to be repaid under the terms of a note receivable with Wilton Rancheria bearing interest at 12.5% and payment timing and the payment amount were subject to an excess cash flow waterfall payment prioritization and maintenance of a certain leverage ratio, among other restrictions under Wilton Rancheria's third-party credit agreement that provided funding for the rest of the construction project. Given the significant barriers of the project, a majority of advances made during the 10-year period were historically reserved in full when advanced. The Wilton Rancheria amended their third-party credit agreement in March 2023 and such amendment effectively allowed Sky River Casino to begin making previously disallowed distributions, under the excess cash flow waterfall. Given the amendment in the first quarter of 2023, the Company updated its evaluation of its expected losses on the note receivable. As the amendment allowed for quarterly payments to begin and given the sustained operating strength of the recently opened property, the Company concluded it expected to receive all payments due under the note receivable. As such, the Company removed the remaining allowance on the note receivable in the first quarter of 2023, which represented a reserve on both the development advances and interest on the note. The allowance reduction is thus allocated accordingly and $20.1 million is recorded in project development, preopening and writedowns and $14.3 million is recorded in interest income, both reflected in the consolidated statement of operations for the year ended December 31, 2023. The Company received $0.2 million in principal payments and $0.2 million in interest due under the note receivable during the year ended December 31, 2024, and $113.6 million in principal payments and $12.0 million in interest due under the note receivable during the year ended December 31, 2023. As of December 31, 2025 and 2024, the principal and interest outstanding on the note receivable was fully repaid.

 

Separately, the management agreement provides for us to manage the gaming facility upon opening for a period 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 $98.9 million, $88.4 million and $76.9 million for our management services for the years ended December 31, 2025, 2024 and 2023, respectively, is paid monthly and recorded in management fee revenue on the consolidated statements of operations.

 

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

 

On September 27, 2024, the Company entered into an amendment to the management agreement with Wilton Rancheria that became effective October 2, 2024, and provides for the Company to serve as manager of the Wilton Rancheria expansion to the Sky River Casino inclusive of 400 additional slots, a parking garage, a 300-room hotel and spa, two additional food and beverage outlets and an entertainment and events center. The Company is not obligated to fund the construction and the management fee remains unchanged.

 

Master Lease Agreements

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

 

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

 

During 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.

 

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

 

Norfolk Agreements

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

 

On February 14, 2025, the Norfolk Casino land was purchased, and pursuant to the October 21, 2024, agreements between the Company and the Tribe, PITGA, and GEC, the Company entered into agreements with the Tribe, PITGA and GEC to develop and manage the Norfolk Casino. GEC was previously formed to develop and operate the Norfolk Casino and had 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 and the full casino resort. GEC received a gaming license from the Virginia Lottery on October 29, 2025. The transitional casino opened to the public on November 7, 2025 and the full casino resort is expected to open in late 2027, pending receipt of final regulatory approval.

 

Through the Norfolk Management Agreement, the Company is responsible for funding any operational losses and is entitled to significant economic benefits from the developed casino’s operations. The Company has determined that GEC is a VIE and that the Company has variable interests in GEC through its exclusive option to purchase a percentage of membership interests of GEC, the Norfolk Development Agreement and the Norfolk Management Agreement. As the Company has the power to direct the activities that most significantly affect the economic performance of GEC, including development and management of the Norfolk Casino, and the right to receive benefits or the obligation to absorb losses that could be potentially significant to GEC, the Company has determined that it is the primary beneficiary of GEC and that GEC must be consolidated with the Company’s financial results. The Company 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.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

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 adverse effect on our business, financial position or results of operations.

 
 

NOTE 10.    LEASES

We have operating and finance leases primarily for four casino hotel properties, parking ramps, gaming and other equipment. Our leases have remaining lease terms of one year to 51 years, some of which include options to extend the leases for up to 60 years, and some of which include options to terminate the leases within one year. Certain of our lease agreements, including the Master Leases, include provisions for variable lease payments, which represent lease payments that vary due to changes in facts or circumstances occurring after the commencement date other than the passage of time. Such variable lease payments are expensed in the period in which the obligation for these payments is incurred. Variable lease expense recognized in the years ended  December 31, 2025, 2024 and 2023 was $34.5 million, $32.7 million and $34.9 million, respectively.

 

As part of our fourth quarter 2025 impairment test, the Company recorded impairment charges of $6.0 million for operating lease right-of-use assets related to our Midwest & South segment.

 

The components of lease expense were as follows:

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

 

Operating lease cost

 $159,353  $158,283 

Short-term lease cost

  —   — 

 

Supplemental cash flow information related to leases was as follows:

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

 

Cash paid for amounts included in the measurement of lease liabilities:

        

Operating cash flows from operating leases

 $157,655  $156,136 
         

Right-of-use assets obtained in exchange for lease obligations:

        

Operating leases

  41,006   31,556 

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

Supplemental balance sheet information related to leases was as follows:

 

  December 31, 

(In thousands, except lease term and discount rate)

 

2025

  

2024

 

Operating Leases

        

Operating lease right-of-use assets, including favorable lease rates asset

 $646,146  $735,618 
         

Current lease liabilities (included in accrued liabilities)

 $111,836  $102,855 

Operating lease liabilities

  554,252   651,751 

Total operating lease liabilities

 $666,088  $754,606 
         

Weighted Average Remaining Lease Term

        

Operating leases (in years)

  14.1   14.6 
         

Weighted Average Discount Rate

        

Operating leases

  8.5%  8.3%

 

 

Maturities of lease liabilities are as follows:

 

(In thousands)

 

Operating Leases

 

For the year ending December 31,

    

2026

 $157,129 

2027

  156,092 

2028

  116,778 

2029

  116,132 

2030

  115,989 

Thereafter

  512,263 

Total lease payments

  1,174,383 

Less imputed interest

  (508,295)

Less current portion (included in accrued liabilities)

  (111,836)

Long-term portion of operating lease liabilities

 $554,252 

 

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

 

(In thousands)

 

Minimum Rental Income

 

For the year ending December 31,

    

2026

 $1,438 

2027

  1,360 

2028

  1,272 

2029

  1,016 

2030

  990 

Thereafter

  1,255 

Total

 $7,331 

 
 

NOTE 11.    STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS

Share Repurchase Program

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

 

We are not obligated to repurchase any shares under this program. 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. The timing, volume and nature of share repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws and other factors, and may be suspended or discontinued at any time.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

 

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

 
  

For the Year Ended December 31,

 

(In thousands, except per share data)

 

2025

  

2024

  

2023

 

Shares repurchased (2)

  10,119   11,086   6,537 

Total cost, including brokerage fees (3)

 $778,324  $685,850  $412,655 

Average repurchase price per share (4)

 $76.91  $61.87  $63.13 

 

(1) Shares repurchased reflect repurchases settled during the twelve months ended December 31, 2025, 2024 and 2023. These amounts exclude repurchases, if any, traded but not yet settled on or before December 31 of each year.

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

(3) Costs exclude 1% excise tax on corporate stock buybacks that was enacted under the Inflation Reduction Act of 2022 and became effective January 1, 2023.

(4) Amounts in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers and excludes the 1% excise tax.

 

Subject to applicable corporate securities laws, repurchases under our share repurchase program may be made at such times and in such amounts as we deem appropriate. Repurchases can be discontinued at any time that we feel additional purchases are not warranted. We intend to fund the repurchases under the Share Repurchase Program with existing cash resources, cash flow from operations and availability under our Credit Facility. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations under the indentures to our outstanding senior notes and in our Credit Agreement.

 

Dividends

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

 

Declaration date

 

Record date

 

Payment date

 

Amount per share

 

February 14, 2023

 

March 15, 2023

 

April 15, 2023

 $0.16 

May 4, 2023

 

June 15, 2023

 

July 15, 2023

  0.16 

August 15, 2023

 

September 15, 2023

 

October 15, 2023

  0.16 

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 

August 20, 2024

 

September 15, 2024

 

October 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 

August 12, 2025

 

September 15, 2025

 

October 15, 2025

  0.18 

December 4, 2025

 

December 15, 2025

 

January 15, 2026

  0.18 

 

Stock Incentive Plan

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

 

Grants made under the 2020 Plan include provisions that entitle the grantee to automatic vesting acceleration in the event of a grantee’s separation from service (including as a result of retirement, death or disability), other than for cause (as defined), after reaching the defined age and years of service thresholds. These provisions result in the accelerated recognition of the stock compensation expense for those grants issued to employees who have met the stipulated thresholds.

 

Stock Options

Options granted under the 2020 Plan generally become exercisable ratably over a three-year period from the date of grant. Options that have been granted under the 2012 Plan and will be granted under the 2020 Plan have an exercise price equal to the market price of our common stock on the date of grant and will expire no later than ten years after the date of grant. The Company did not issue any stock option grants in 2025, 2024 and 2023. 

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

Summarized stock option plan activity is as follows:

 

          

Weighted-

     
      

Weighted-

  

Average

     
      

Average

  

Remaining

  

Aggregate

 
  

Options

  

Option Price

  

Term

  

Intrinsic Value

 
          

(In years)

  

(In thousands)

 

Outstanding at January 1, 2023

  108,381  $14.58         

Granted

  —   —         

Canceled

  —   —         

Exercised

  (32,000)  9.86         

Outstanding at December 31, 2023

  76,381   16.56         

Granted

  —   —         

Canceled

  —   —         

Exercised

  (44,980)  15.60         

Outstanding at December 31, 2024

  31,401   17.94         

Granted

  —   —         

Canceled

  —   —         

Exercised

  (7,477)  18.55         

Outstanding at December 31, 2025

  23,924  $17.75   0.9  $1,615 
                 

Exercisable at December 31, 2024

  31,401  $17.94   1.8  $1,714 
                 

Exercisable at December 31, 2025

  23,924  $17.75   0.9  $1,615 

 

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

 

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

 

   

Options Outstanding

  

Options Exercisable

 
       

Weighted-

             
       

Average

             
       

Remaining

  

Weighted-

      

Weighted-

 
   

Number

  

Contractual

  

Average

  

Number

  

Average

 

Exercise Price

  

Outstanding

  

Life (Years)

  

Exercise Price

  

Exercisable

  

Exercise Price

 
$17.75   23,924   0.9  $17.75   23,924  $17.75 

 

The total intrinsic value of in-the-money options exercised during the years ended December 31, 2025, 2024 and 2023 was $0.5 million, $2.1 million, and $1.7 million, respectively. No options vested during the years ended  December 31, 2025, 2024 and 2023 and there were no unrecognized share-based compensation costs related to unvested stock options as of December 31, 2025.

 

Restricted Stock Units

Our 2020 Plan provides for the grant of Restricted Stock Units ("RSUs"). 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. 

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

We also annually award RSUs to certain members of our Board of Directors. RSU grants issued in 2020 and prior years are to be paid in shares of common stock upon the director’s cessation of service to the Company. Commencing with the 2021 grant, the shares are issued to the director when the RSU is granted. These RSUs are issued for past service; therefore, they are expensed on the date of issuance.

 

Summarized RSU activity is as follows:

 

      

Weighted-

 
  

Restricted

  

Average Grant

 
  

Stock Units

  

Date Fair Value

 

Outstanding at January 1, 2023

  918,248     

Granted

  304,361  $65.36 

Canceled

  (14,729)    

Awarded

  (311,376)    

Outstanding at December 31, 2023

  896,504     

Granted

  291,961  $63.29 

Canceled

  (11,100)    

Awarded

  (324,372)    

Outstanding at December 31, 2024

  852,993     

Granted

  255,667  $78.86 

Canceled

  (19,215)    

Awarded

  (175,341)    

Outstanding at December 31, 2025

  914,104     

 

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

 

Performance Stock Units

Our 2020 Plan provides for the grant of Performance Stock Units ("PSUs"). A PSU is an award which may be earned in whole, or in part, upon the passage of time, and the attainment of performance criteria, and which may be settled for cash, shares, other securities or a combination thereof. The PSUs do not contain voting rights and are not entitled to dividends. The PSUs are subject to the terms and conditions contained in the applicable award agreement and our 2020 Plan. We annually award PSUs to certain members of management.

 

Each PSU represents a contingent right to receive a share of Boyd Gaming Corporation common stock; however, the actual number of common shares awarded is dependent upon the occurrence of: (i) a requisite service period; and (ii) an evaluation of specific performance conditions. The performance conditions are based on Company metrics such as net revenue growth, Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent under master leases ("Adjusted EBITDAR") growth, Adjusted EBITDAR margin growth, return on invested capital and customer metrics, all of which are determined over a period of time as defined in the grant agreement. Based upon actual and combined achievement, the number of shares awarded could range from zero, if no conditions are met, a 50% payout if only threshold performance is achieved, a payout of 100% for target performance, or a payout of up to 200% of the original award for achievement of maximum performance. Each condition is weighted and evaluated separately in determining the payout and, based upon management's estimates at the service inception date, the Company is expected to meet the target for each performance condition. Therefore, the related compensation cost of these PSUs assumes all units granted will be awarded. Share-based compensation costs related to PSU awards are calculated based on the market price on the date of the grant.

 

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

 

Performance Shares Vesting

The PSU grants awarded in first quarter 2022, third quarter 2021 and fourth quarter 2019 vested during first quarter 2025, 2024 and 2023, respectively. Common shares under the 2022 grant were issued based on the determination by the Compensation Committee of the Board of Directors ("Compensation Committee") of our actual achievement of Adjusted EBITDAR, Adjusted EBITDAR margin and return on invested capital for 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 Adjusted EBITDAR and return on invested capital for the two-year performance period from July 2021 to June 2023. Common shares under the 2019 grant were issued based on the determination by the Compensation Committee of our actual achievement of net revenue growth and Adjusted EBITDAR growth for the three-year performance period from  January 1, 2020 to  December 31, 2022. As provided under the provisions of our stock incentive plan, certain of the participants elected to surrender a portion of the shares to be received to pay the withholding and other payroll taxes payable on the compensation resulting from the vesting of the PSUs.

 

The PSU grant awarded in February 2022 resulted in a total of 147,970 shares being issued during first quarter 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 year-end 2024; therefore, the vesting of the PSUs did not impact compensation costs in our 2025 consolidated statement of operations.

 

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

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

The PSU grant awarded in December 2019 resulted in a total of 519,782 shares being issued during first quarter 2023, representing approximately 2.00 shares per PSU. Of the 519,782 shares issued, a total of 200,904 were surrendered by the participants for payroll taxes, resulting in a net issuance of 318,878 shares due to the vesting of the 2019 grant. The actual achievement level under the award metrics equaled the estimated performance as of year-end 2022; therefore, the vesting of the PSUs did not impact compensation costs in our 2023 consolidated statement of operations.

 

Summarized PSU activity is as follows:

 

      

Weighted-

 
  

Performance

  

Average Grant

 
  

Stock Units

  

Date Fair Value

 

Outstanding at January 1, 2023

  514,290     

Granted

  141,644  $65.24 

Performance Adjustment

  259,891     

Canceled

  (1,265)    

Awarded

  (519,782)    

Outstanding at December 31, 2023

  394,778     

Granted

  142,130  $63.96 

Performance Adjustment

  116,905     

Canceled

  (2,322)    

Awarded

  (246,982)    

Outstanding at December 31, 2024

  404,509     

Granted

  143,417  $79.42 

Performance Adjustment

  26,676     

Canceled

  (4,413)    

Awarded

  (158,762)    

Outstanding at December 31, 2025

  411,427     

 

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

 

Career Shares

Our Career Shares Program is a stock incentive award program for certain executive officers to provide for additional capital accumulation opportunities for retirement. The program incentivizes and rewards executives for their period of service. Our Career Shares Program was adopted in December 2006, and modified in October 2010, as part of the overall update of our compensation programs. The Career Shares Program rewards eligible executives with annual grants of Boyd Gaming Corporation stock units, to be paid out at retirement. The payout at retirement is dependent upon the executive's age at such retirement and the number of years of service with the Company. Executives must be at least 55 years old and have at least 10 years of service to receive any payout at retirement. Career Shares do not contain voting rights and are not entitled to dividends. Career Shares are subject to the terms and conditions contained in the applicable award agreement and our 2020 Plan. The Career Share awards are tranched by specific term, in the following periods: 10 years, 15 years and 20 years of service. These grants vest over the remaining period of service required to fulfill the requisite years in each of these tranches, and compensation expense is recorded in accordance with the specific vesting provisions. Share-based compensation costs related to Career Shares awards are calculated based on the market price on the date of the grant.

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

Summarized Career Shares activity is as follows:

 

      

Weighted-

 
  

Restricted

  

Average Grant

 
  

Stock Units

  

Date Fair Value

 

Outstanding at January 1, 2023

  931,821     

Granted

  30,409  $54.39 

Canceled

  (3,529)    

Awarded

  —     

Outstanding at December 31, 2023

  958,701     

Granted

  22,829  $63.82 

Canceled

  —     

Awarded

  (51,249)    

Outstanding at December 31, 2024

  930,281     

Granted

  20,333  $71.83 

Canceled

  (8,014)    

Awarded

  (47,336)    

Outstanding at December 31, 2025

  895,264     

 

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

 

Share-Based Compensation

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

 

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

 

  

For the Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Restricted Stock Units

 $18,665  $17,197  $17,821 

Performance Stock Units

  12,080   11,049   13,029 

Career Shares

  1,401   1,420   1,529 

Total share-based compensation costs

 $32,146  $29,666  $32,379 

 

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

 

  

For the Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Gaming

 $1,009  $997  $1,036 

Food & beverage

  193   191   198 

Room

  92   91   94 

Selling, general and administrative

  5,131   5,071   5,263 

Corporate expense

  25,721   23,316   25,788 

Total share-based compensation expense

 $32,146  $29,666  $32,379 

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 
 

NOTE 12.     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:

 

  

December 31, 2025

 

(In thousands)

 

Balance

  

Level 1

  

Level 2

  

Level 3

 

Assets

                

Cash and cash equivalents

 $353,413  $353,413  $—  $— 

Restricted cash

  5,354   5,354   —   — 

Investment available for sale

  12,347   —   —   12,347 

 

  

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 at December 31, 2025 and 2024.

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

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 December 31, 2025 and 2024. The fair value of the investment is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation as of December 31, 2025 and 2024 is a discount rate of 12.6% and 13.0%, respectively. Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument are not charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the consolidated balance sheets and in the consolidated statements of comprehensive income. At both  December 31, 2025 and 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 December 31, 2025 and 2024, $11.5 million and $11.8 million, respectively, is included in other assets, net on the consolidated balance sheets. The discount associated with this investment of $1.6 million and $1.8 million as of  December 31, 2025 and 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 consolidated statements of operations.

 

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

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

 

Balance at beginning of reporting period

 $12,553  $13,327 

Total gains (losses) (realized or unrealized):

        

Included in interest income

  179   176 

Included in other comprehensive income (loss)

  400   (220)

Purchases, sales, issuances and settlements:

        

Settlements

  (785)  (730)

Balance at end of reporting period

 $12,347  $12,553 

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

We are exposed to valuation risk on our Level 3 financial instruments. We estimate our risk exposure using a sensitivity analysis of potential changes in the significant unobservable inputs of our fair value measurements. Our Level 3 financial instruments are most susceptible to valuation risk caused by changes in the discount rate. If the discount rate in our fair value measurements increased or decreased 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, long-lived assets and operating lease right-of-use-assets, classified in the fair value hierarchy as Level 3, is utilized in performing the Company's impairment analyses (see Note 3, Property and Equipment, Net, Note 4, Intangible Assets and Note 10, Leases). In addition, the fair value of the FanDuel Equity Interest, classified in the fair value hierarchy as Level 3, was utilized in allocating the proceeds from the sale of the FanDuel Equity Interest (see Note 1, Summary of Significant Accounting Policies - Collaborative Arrangements - FanDuel). 

 

Balances Disclosed at Fair Value

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

 

  

December 31, 2025

 
  Outstanding Face  Carrying  Estimated 

Fair Value

 

(In thousands)

 

Amount

  

Value

  

Fair Value

 

Hierarchy

 

Asset

              

Note receivable

 $34,789  $34,789  $35,641 

Level 3

 

Liabilities

              

Obligation under assessment arrangements

  15,737   14,200   17,915 

Level 3

 

 

  

December 31, 2024

 
  Outstanding Face  Carrying  Estimated 

Fair Value

 

(In thousands)

 

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:

 

  

December 31, 2025

 
  Outstanding Face  Carrying  Estimated 

Fair Value

 

(In thousands)

 

Amount

  

Value

  

Fair Value

 

Hierarchy

 

Credit facility

 $160,700  $156,880  $160,700 

Level 2

 

4.750% senior notes due 2027

  1,000,000   996,104   996,250 

Level 1

 

4.750% senior notes due 2031

  900,000   892,585   877,500 

Level 1

 

Total debt

 $2,060,700  $2,045,569  $2,034,450   

 

  

December 31, 2024

 
  Outstanding Face  Carrying  Estimated 

Fair Value

 

(In thousands)

 

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 CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

The estimated fair values of our note receivable and obligation under assessment arrangements are based on a discounted cash flow approach after giving consideration to the changes in market rates of interest, creditworthiness of both parties and credit spreads. The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about December 31, 2025 and 2024. The estimated fair values of our senior notes are based on quoted market prices as of December 31, 2025 and 2024. The other debt is not traded and does not have observable market inputs; 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 years ended December 31, 2025 and 2024.

 
 

NOTE 13.    EMPLOYEE BENEFIT PLANS

We contribute to multiemployer pension defined benefit plans under terms of collective-bargaining agreements that cover our union-represented employees. Contributions, based on wages paid to covered employees, totaled approximately $1.5 million, $1.4 million and $1.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. These aggregate contributions were not individually significant to any of the respective plans. Our share of the unfunded vested liability related to multi-employer plans, if any, is not determinable and our participation is not individually significant on an individual multiemployer plan basis.

 

We have retirement savings plans under Section 401(k) of the Internal Revenue Code covering our non-union employees. The plans allow employees to defer up to the lesser of the Internal Revenue Code prescribed maximum amount or 100% of their income on a pre-tax basis through contributions to the plans. The expense of our voluntary contributions to the 401(k) profit-sharing plans and trusts, net of realized forfeitures, was $5.5 million, $5.3 million and $5.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

 
 

NOTE 14.    SEGMENT INFORMATION

We have four reportable segments consisting of: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online (collectively "Reportable Segments"). The Online segment includes the operating results of Boyd Interactive and online market access fees from our agreements with third parties throughout the United States. To reconcile Reportable Segments information to the consolidated information, the Company has aggregated nonreportable operating segments into a Managed & Other category. The Managed & Other category includes management fees earned under our management contract with Wilton Rancheria for the management of Sky River Casino in northern California and the operating results of Lattner. The table in Note 1, Summary of Significant Accounting Policies, lists the classification of each of our gaming entertainment properties that were aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure.

 

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

 

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

 

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

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:

 

  

Year Ended December 31, 2025

 
      

Food &

          

Online

  

Management

         
  

Gaming

  

Beverage

  

Room

  

Online

  

Reimbursements

  

Fee

  

Other

  

Total

 

(In thousands)

 

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

 

Revenues

                                

Las Vegas Locals

 $654,132  $92,901  $84,977  $—  $—  $—  $57,947  $889,957 

Downtown Las Vegas

  144,003   45,061   27,526   —   —   —   12,147   228,737 

Midwest & South

  1,794,435   172,284   78,783   —   —   —   71,092   2,116,594 

Online

  —   —   —   132,165   576,158   —   —   708,323 

Managed & Other

  45,580   —   —   —   —   98,869   3,929   148,378 

Total Revenues

 $2,638,150  $310,246  $191,286  $132,165  $576,158  $98,869  $145,115  $4,091,989 

 

  

Year Ended December 31, 2024 (1)

 
      

Food &

          

Online

  

Management

         
  

Gaming

  

Beverage

  

Room

  

Online

  

Reimbursements

  

Fee

  

Other

  

Total

 

(In thousands)

 

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

 

Revenues

                                

Las Vegas Locals

 $647,753  $89,842  $98,365  $—  $—  $—  $58,548  $894,508 

Downtown Las Vegas

  145,878   44,775   27,498   —   —   —   11,940   230,091 

Midwest & South

  1,747,032   168,905   78,745   —   —   —   68,733   2,063,415 

Online

  —   —   —   155,760   450,473   —   —   606,233 

Managed & Other

  43,263   —   —   —   —   88,407   4,277   135,947 

Total Revenues

 $2,583,926  $303,522  $204,608  $155,760  $450,473  $88,407  $143,498  $3,930,194 

 

  

Year Ended December 31, 2023 (1)

 
      

Food &

          

Online

  

Management

         
  

Gaming

  

Beverage

  

Room

  

Online

  

Reimbursements

  

Fee

  

Other

  

Total

 

(In thousands)

 

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

 

Revenues

                                

Las Vegas Locals

 $684,661  $90,182  $96,157  $—  $—  $—  $57,118  $928,118 

Downtown Las Vegas

  143,899   42,252   24,986   —   —   —   11,270   222,407 

Midwest & South

  1,741,068   155,983   77,974   —   —   —   66,920   2,041,945 

Online

  —   —   —   94,203   328,008   —   —   422,211 

Managed & Other

  43,660   —   —   —   —   76,921   3,230   123,811 

Total Revenues

 $2,613,288  $288,417  $199,117  $94,203  $328,008  $76,921  $138,538  $3,738,492 

 

(1) Revenues for the years ended December 31, 2024 and 2023 have been recast to reflect the change made during 2025 to separate online reimbursements revenue from online revenue.  

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

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

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Adjusted EBITDAR

            

Las Vegas Locals

 $420,507  $428,423  $470,971 

Downtown Las Vegas

  80,451   83,325   85,507 

Midwest & South

  777,655   765,706   781,673 

Online

  63,146   107,604   62,337 

Managed & Other

  108,141   96,153   84,478 

Corporate expense

  (96,138)  (90,618)  (90,175)

Adjusted EBITDAR

  1,353,762   1,390,593   1,394,791 

Other operating costs and expenses

            

Deferred rent

  588   648   708 

Master lease rent expense

  113,769   111,406   108,398 

Depreciation and amortization

  302,710   276,639   256,780 

Share-based compensation expense

  32,146   29,666   32,379 

Project development, preopening and writedowns

  12,360   28,572   (8,935)

Impairment of assets

  128,395   10,500   107,837 

Other operating items, net

  15,388   5,385   (4,207)

Total other operating costs and expenses

  605,356   462,816   492,960 

Operating income

  748,406   927,777   901,831 

Other expense (income)

            

Interest income

  (4,826)  (1,625)  (23,886)

Interest expense, net of amounts capitalized

  157,642   177,409   171,247 

Loss on early extinguishments and modifications of debt

  1,446   —   — 

Other, net

  (1,735,527)  (10)  1,563 

Total other (income) expense, net

  (1,581,265)  175,774   148,924 

Income before income taxes

  2,329,671   752,003   752,907 

Income tax provision

  (490,769)  (174,051)  (132,884)

Net income

  1,838,902   577,952   620,023 

Net loss attributable to noncontrolling interest

  4,371   —   — 

Net income attributable to Boyd Gaming

 $1,843,273  $577,952  $620,023 

 

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

 

88
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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

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

 

Year Ended December 31, 2025

                        

Revenues

 $889,957  $228,737  $2,116,594  $708,323  $148,378  $4,091,989 

Other segment expenses (1)

  469,450   148,286   1,338,939   645,177   40,237   2,642,089 

Corporate expense

  —   —   —   —   —   96,138 

Adjusted EBITDAR

 $420,507  $80,451  $777,655  $63,146  $108,141  $1,353,762 
                         

Year Ended December 31, 2024

                        

Revenues

 $894,508  $230,091  $2,063,415  $606,233  $135,947  $3,930,194 

Other segment expenses (1)

  466,085   146,766   1,297,709   498,629   39,794   2,448,983 

Corporate expense

  —   —   —   —   —   90,618 

Adjusted EBITDAR

 $428,423  $83,325  $765,706  $107,604  $96,153  $1,390,593 
                         

Year Ended December 31, 2023

                        

Revenues

 $928,118  $222,407  $2,041,945  $422,211  $123,811  $3,738,492 

Other segment expenses (1)

  457,147   136,900   1,260,272   359,874   39,333   2,253,526 

Corporate expense

  —   —   —   —   —   90,175 

Adjusted EBITDAR

 $470,971  $85,507  $781,673  $62,337  $84,478  $1,394,791 

 

(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:

 

  

December 31,

  

December 31,

 

(In thousands)

 

2025

  

2024

 

Assets

        

Las Vegas Locals

 $1,681,176  $1,623,935 

Downtown Las Vegas

  288,699   292,765 

Midwest & South

  3,924,404   3,855,386 

Online

  159,996   185,567 

Managed & Other

  111,396   115,839 

Corporate

  409,019   318,323 

Total Assets

 $6,574,690  $6,391,815

 

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 

 

Capital Expenditures

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

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Capital Expenditures

            

Las Vegas Locals

 $212,982  $71,182  $82,918 

Downtown Las Vegas

  12,342   12,040   42,233 

Midwest & South

  209,610   228,457   200,577 

Online

  187   42   224 

Managed & Other

  4,951   5,050   5,001 

Corporate

  159,422   90,959   55,776 

Total Capital Expenditures

  599,494   407,730   386,729 

Change in Accrued Capital Expenditure Additions

  (11,279)  (7,330)  (12,779)

Cash-Based Capital Expenditures

 $588,215  $400,400  $373,950 

 

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

NOTE 15.     RELATED PARTY TRANSACTIONS

Boyd Percentage Ownership

Marianne Boyd Johnson, our Chairman, together with her immediate family, beneficially owned approximately 30% of our outstanding shares of common stock as of December 31, 2025. As such, the Boyd family has the ability to significantly influence our affairs, including the election of members of our Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation or sale of assets. For each of the years ended December 31, 2025, 2024 and 2023, there were no related party transactions between the Company and the Boyd family other than compensation, including salary and equity incentives, and Board of Director fees.

 

 

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BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

 
 

NOTE 16.    SUBSEQUENT EVENTS

We have evaluated all events or transactions that occurred after December 31, 2025. During this period, up to the filing date, other than the following: (i) a $0.20 per share cash dividend declared by the Board of Directors on  February 19, 2026 and payable  April 15, 2026 to shareholders of record on March 16, 2026; and (ii) entering into a new amended and restated credit agreement as discussed further below, we did not identify any additional subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations.

 

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

 

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

 

The New Credit Agreement includes an accordion feature which permits the incurrence of one or more new tranches of revolving credit commitments or term loans and increases to the New Revolving Credit Facility and New Term A Loan Facility in an aggregate amount up to the sum of (i) the greater of (x) $1,250.0 million and (y) 100% of Consolidated EBITDA (as defined in the New Credit Agreement), (ii) the amount of certain voluntary prepayments of senior secured indebtedness of the Company, and (iii) the maximum amount of incremental commitments which, after giving effect thereto, would not cause the Consolidated First Lien Net Leverage Ratio (as defined in the New Credit Agreement) to exceed 3.00 to 1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions.

 

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

 

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

 

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

 

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

 

 

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ITEM 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no changes in or disagreements with accountants on accounting and financial disclosures during the two years in the period ended December 31, 2025. 

 

ITEM 9A.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of December 31, 2025, 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 provide reasonable assurance 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 at a reasonable assurance level as of the end of the period covered by this Report.

 

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we include a report of management's assessment of the design and effectiveness of our internal controls over financial reporting as part of this Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Our independent registered public accounting firm also reported on the effectiveness of our internal controls over financial reporting. Management's report and the independent registered public accounting firm's attestation report are located below.

 

There has been no change in our internal control over financial reporting 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.

 

Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our internal control over financial reporting as of the end of the most recent fiscal year, December 31, 2025, utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in the Internal Control-Integrated Framework (2013).

 

Based on our evaluation under the framework set forth in Internal Control - Integrated Framework, as discussed above, our management concluded that our internal control over financial reporting was effective as of December 31, 2025, the end of our most recent fiscal year.

 

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of December 31, 2025, which report follows below.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the stockholders and the Board of Directors of Boyd Gaming Corporation:

 

Opinion on Internal Control over Financial Reporting

 

We have audited the internal control over financial reporting of Boyd Gaming Corporation and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 20, 2026, expressed an unqualified opinion on those financial statements.

 

Basis for Opinion

 

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

Definition and Limitations of Internal Control over Financial Reporting

 

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/ Deloitte & Touche LLP

 

Las Vegas, Nevada

February 20, 2026

 

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ITEM 9B.    Other Information

None of the Company's directors or officers adopted, modified or terminated a "Rule 10b5-1 trading agreement" or a "non-Rule 10b5-1 trading arrangement" during the Company's fiscal quarter ended December 31, 2025, as such terms are defined under Item 408(a) of Regulation S-K.

 

 

ITEM 9C.    Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

 

PART III

 

 

ITEM 10.    Directors, Executive Officers and Corporate Governance

Information required by this item regarding the members of our board of directors and our audit committee, including our audit committee financial experts, will be set forth under the captions Board Committees - Audit Committee, Director Nominees, and Section 16(a) Reporting Compliance in our Definitive Proxy Statement to be filed in connection with our 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

 

The following table sets forth the non-director executive officers of Boyd Gaming Corporation as of February 20, 2026:

 

Name

 

Age

 

Position

Josh Hirsberg

 

64

 

Chief Financial Officer and Treasurer (Principal Financial Officer)

Uri Clinton 53 General Counsel and Corporate Secretary

Stephen S. Thompson

 

66

 

Chief Administrative Officer

Steven Schutte 56 Executive Vice President of Operations
Ward Shaw 56 Executive Vice President of Operations

Lori M. Nelson

 

45

 

Chief Accounting Officer (Principal Accounting Officer) and Senior Vice President Financial Operations and Reporting

 

Josh Hirsberg joined the Company as our Senior Vice President, Chief Financial Officer and Treasurer effective January 1, 2008 and was promoted to Executive Vice President effective January 13, 2016. Prior to his position with the Company, Mr. Hirsberg served as the Chief Financial Officer for EdgeStar Partners, a Las Vegas-based resort development company. He previously held several senior-level finance positions in the gaming industry, including Vice President and Treasurer for Caesars Entertainment and Vice President, Strategic Planning and Investor Relations for Harrah's Entertainment.

 

Uri Clinton joined the Company as our General Counsel and Corporate Secretary effective March 2021. In that role he oversees Boyd Gaming’s Legal, Corporate Governance and Regulatory Compliance functions. Immediately prior to joining Boyd Gaming, Mr. Clinton worked for six years with MGM Resorts International and one year as a partner with Sorelle Capital. In both of his immediate prior roles, Mr. Clinton provided legal, regulatory, and strategic advice and counsel as part of the business development teams in the areas of hospitality, lodging and gaming. Mr. Clinton has an extensive background in leading both law departments and property operations, having served as President and Chief Operating Officer of a major East Coast casino, as well as General Counsel for a gaming equipment supplier and international holding company.

 

Stephen S. Thompson was appointed to Chief Administrative Officer on December 14, 2023. Prior to being appointed to this position, Mr. Thompson served as Executive Vice President, Operations since January 13, 2016. Mr. Thompson has served in numerous senior executive positions with Boyd Gaming since joining the Company in 1983, including Senior Vice President, Operations for Boyd Gaming’s Nevada region since 2004.

 

Steven Schutte was appointed the Company's Executive Vice President of Nevada Operations on December 1, 2024, having served previously as Senior Vice President of Operations since July 14, 2014. In his current role, Mr. Schutte oversees day-to-day operations for all of the Company's Nevada properties, as well as certain corporate functions. Prior to joining the Company in 2014, he held several senior-level positions in the gaming industry, including Senior Vice President of Operations for Station Casinos.

 

Ward Shaw was appointed Executive Vice President of Midwest & South Operations on December 1, 2024, having previously served as Senior Vice President of Operations since October 2018. In his current role, Mr. Shaw oversees day-to-day operations for the Company’s properties in the Midwest & South segment, as well as certain corporate functions. Prior to joining the company in 2018, he held senior-level positions with several major companies in the gaming industry over the course of his 29-year career, including Pinnacle Entertainment and Harrah's Entertainment.

 

Lori M. Nelson was appointed to Senior Vice President Financial Operations and Reporting on January 1, 2022 and additionally to Chief Accounting Officer on February 14, 2023 after serving in an interim capacity since March 31, 2022. Prior to her being appointed this position, Ms. Nelson served in numerous leadership positions with Boyd Gaming since joining the Company in 2012, including Vice President of Financial Operations.

 

Code of Ethics. We have adopted a Code of Business Conduct and Ethics ("Code of Ethics") that applies to each of our directors, executive officers and employees. Our Code of Ethics is posted on our website at www.boydgaming.com. Any waivers or amendments to our Code of Ethics will be posted on our website.

 

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ITEM 11.    Executive Compensation

The information required by this item will be set forth under the captions Director Compensation, Compensation Discussion and Analysis, Compensation Tables, Compensation Committee Interlocks and Insider Participation, and Compensation Committee Report in our Definitive Proxy Statement to be filed in connection with our 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

 

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item will be set forth under the captions Ownership of Principal Stockholders and Management and Equity Compensation Plan Information in our Definitive Proxy Statement to be filed in connection with our 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

 

ITEM 13.    Certain Relationships and Related Transactions, and Director Independence

The information required by this item will be set forth under the captions Transactions with Related Persons and Director Independence in our Definitive Proxy Statement to be filed in connection with our 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

 

ITEM 14.    Principal Accounting Fees and Services

Information about principal accounting fees and services billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34), as well as the audit committee's pre-approval policies will appear under the captions Audit and Non-Audit Fees and Audit Committee Pre-Approval of Audit and Non-Audit Services in our Definitive Proxy Statement to be filed in connection with our 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

 

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PART IV

 

 

ITEM 15.    Exhibits, Financial Statement Schedules

 

1.

Financial Statements

 

Financial statements of the Company (including related notes to consolidated financial statements) filed as part of this report are listed below:

 

 

Page No.

Report of Independent Registered Public Accounting Firm

44

 

 

Consolidated Balance Sheets at December 31, 2025 and 2024

 46

 

 

Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023

 47

 

 

Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023

 48

 

 

Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2025, 2024 and 2023

 49

 

 

Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023

 50

 

 

Notes to Consolidated Financial Statements

 52

 

2.

Financial Statement Schedules

 

All schedules have been omitted because they are not applicable, not required or the information required to be set forth therein is included in Consolidated Financial Statements or Notes thereto included in this Report.

 

3.

Exhibit List

 

Exhibit

 

 

 

 

Number

 

Description 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.
         

3.1

 

Amended and Restated Articles of Incorporation of the Registrant.

 

Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006.

 

 

 

 

 

3.2

 

Amended and Restated By-Laws of Boyd Gaming Corporation

 

Incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 27, 2020.

 

 

 

 

 

4.1

 

Form of Indenture relating to senior debt securities

 

Incorporated by reference to Exhibit 4.1 of the Registrant's Automatic Shelf Registration Statement on Form S-3ASR dated May 1, 2015.

 

 

 

 

 

4.2

 

Form of Indenture relating to subordinated debt securities

 

Incorporated by reference to Exhibit 4.2 of the Registrant's Automatic Shelf Registration Statement on Form S-3ASR dated May 1, 2015.
         

 

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Exhibit

 

 

 

 

Number

 

Description of Exhibit

 

Method of Filing
         
4.3   Indenture governing the Company's 4.750% Senior Notes due 2027, dated December 3, 2019, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee.   Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed December 3, 2019.
         
4.4   Form of 4.750% Senior Note due 2027.   Incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed December 3, 2019.
         

4.5

 

Description of Registrant's Securities

 

Incorporated by reference to Exhibit 4.19 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 27, 2020.
         
4.6   Indenture governing the Company's 4.750% Senior Notes due 2031, dated June 8, 2021, by and among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee.   Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed June 8, 2021.
         
4.7   Form of 4.750% Senior Note due 2031.   Incorporated by reference to Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed June 8, 2021.
         
4.8  
First Supplemental Indenture governing the Company's 4.750% Senior Notes due 2027, dated December 29, 2023, by and among the Company, the guarantors named therein and Wilmington Trust National Association, as trustee.
  Incorporated by reference to Exhibit 4.8 of the Registrant's Annual Report on Form 10-K filed with the SEC on February 26, 2024.
         
4.9  
First Supplemental Indenture governing the Company's 4.750% Senior Notes due 2031, dated December 29, 2023, by and among the Company, the guarantors named therein and Wilmington Trust National Association, as trustee.
  Incorporated by reference to Exhibit 4.9 of the Registrant's Annual Report on Form 10-K filed with the SEC on February 26, 2024.

 

 

 

 

 

4.10

   Second Supplemental Indenture governing the Company’s 4.750% Senior Notes due 2027, dated March 12, 2025, by and among the Company, the guarantors named therein and Wilmington Trust National Association, as trustee.   Incorporated by reference to Exhibit 4.1 of the Registrant's Quarterly Report on Form 10-Q filed with the SEC on May 2, 2025.
         
4.11   Second Supplemental Indenture governing the Company’s 4.750% Senior Notes due 2031, dated March 12, 2025, by and among the Company, the guarantors named therein and Wilmington Trust National Association, as trustee.   Incorporated by reference to Exhibit 4.2 of the Registrant's Quarterly Report on Form 10-Q filed with the SEC on May 2, 2025.
         

 

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Exhibit

 

 

 

 

Number

 

Description of Exhibit

 

Method of Filing
         

10.1

 

Form of Indemnification Agreement

 

 Incorporated by reference to Exhibit 10.1 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024.
         

10.2*

 

Annual Incentive Plan

 

Incorporated by reference to Exhibit 10.29 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002.

 

 

 

 

 

10.3*

 

Boyd Gaming Corporation Amended and Restated Deferred Compensation Plan

 

Incorporated by reference to Exhibit 10.39 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
         
10.4*   Form of Restricted Stock Unit Agreement and Notice of Award pursuant to the 2002 Stock Incentive Plan   Incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.
         
10.5*   Boyd Gaming Corporation 2002 Stock Incentive Plan (as amended and restated on May 15, 2008)   Incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 2, 2008.
         
10.6*   Amended and Restated 2002 Stock Incentive Plan   Incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006.
         
10.7*   Form of Award Agreement for Restricted Stock Units under 2002 Stock Incentive Plan for Non-Employee Directors   Incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
         
10.8*   Form of Award Agreement for Restricted Stock Units under the 2002 Stock Incentive Plan   Incorporated by reference to Exhibit 10.3 of the Registrant's Current Report on Form 8-K filed with the SEC on May 24, 2006.
         
10.9*   Form of Career Restricted Stock Unit Award Unit Agreement under the 2002 Stock Incentive Plan   Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the SEC on December 13, 2006.
         
10.10*   Form of Restricted Stock Unit Agreement and Notice of Award Pursuant to the 2002 Stock Incentive Plan   Incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
         
10.11*   Form of Performance Share Unit Agreement and Notice of Award Pursuant to the 2002 Stock Incentive Plan   Incorporated by reference to Exhibit 10.49 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011.
         

10.12*

 

Amendment Number 1 to the Amended and Restated Deferred Compensation Plan

 

Incorporated by reference to Exhibit 10.40 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.

 

 

 

 

 

10.13*

 

Amendment Number 2 to the Amended and Restated Deferred Compensation Plan

 

Incorporated by reference to Exhibit 10.41 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.

 

 

 

 

 

10.14*

 

Amendment Number 3 to the Amended and Restated Deferred Compensation Plan

 

Incorporated by reference to Exhibit 10.42 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.

 

 

 

 

 

10.15*

 

Amendment Number 4 to the Amended and Restated Deferred Compensation Plan

 

Incorporated by reference to Exhibit 10.43 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.

 

 

 

 

 

10.16*

 

Amendment Number 5 to the Amended and Restated Deferred Compensation Plan

 

Incorporated by reference to Exhibit 10.35 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2005.

 

 

 

 

 

10.17*

 

Amended and Restated 2000 Executive Management Incentive Plan

 

Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006.

 

 

 

 

 

10.18*

 

Change in Control Severance Plan for Tier I, II and III Executives

 

Incorporated by reference to Exhibit 10.46 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006.
         

 

98
Table of Contents

 

Exhibit

 

 

 

 

Number

 

Description of Exhibit

 

Method of Filing
         

10.19*

 

 2012 Stock Incentive Plan (As amended and restated effective May 17, 2012) (incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 2, 2012).

 

 Incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 2, 2012.
         
10.20

 

Master Lease, dated October 15, 2018, by and between Gold Merger Sub, LLC and Boyd TCIV, LLC.

   Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed October 18, 2018.
         

10.21

 

 Master Lease, dated October 15, 2018, by and between Boyd (Ohio) PropCo, LLC and PNK (Ohio), LLC   Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 filed with the SEC on August 6, 2020.
         
10.22*   2020 Stock Incentive Plan   Incorporated by reference from the Registrant’s Form S-8 filed September 29, 2020.
         

10.23

   Credit Agreement, dated as of March 2, 2022, among the Company, the Guarantors, Bank of America, N.A., as administrative agent, collateral agent and letter of credit issuer, Wells Fargo Bank, National Association as swingline lender, and certain other financial institutions party thereto as lenders   Incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended March 31, 2022 filed with the SEC on May 6, 2022.
         
10.24   Amended and Restated Credit Agreement, dated as of January 21, 2026, among the Company, the Guarantors, Bank of America, N.A., as administrative agent, collateral agent and letter of credit issuer, Wells Fargo Bank, National Association as swingline lender, and certain other financial institutions party thereto as lenders   Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on January 21, 2026.
         
19   Insider Trading Policy   Incorporated by reference to Exhibit 10.41 of the Registrant's Annual Report on Form 10-K filed with the SEC on February 26, 2024.

 

 

 

 

 

21.1

 

Subsidiaries of the Registrant

 

Filed electronically herewith.

 

 

 

 

 
22   List of Guarantor Subsidiaries of Boyd Gaming Corporation   Filed electronically herewith.
         

23.1

 

Consent of Deloitte & Touche LLP.

 

Filed electronically herewith.

 

 

 

 

 

24

 

Power of Attorney (included in Part IV to this Annual Report on Form 10-K)

 

Filed electronically herewith.

 

 

 

 

 

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.
         
97.1*   Compensation Recoupment Policy   Incorporated by reference to Exhibit 97.1 of the Registrant's Annual Report on Form 10-K filed with the SEC on February 26, 2024.

 

 

 

 

 

99.1

 

Governmental Gaming Regulations

 

Filed electronically herewith.

 

99
Table of Contents

 

Exhibit

 

 

 

 

Number

 

Description of Exhibit

 

Method of Filing
         

101

 

The following materials from Boyd Gaming Corporation's Annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024; (ii) Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023; (iv) Consolidated Statement of Changes in Stockholders' Equity for the years ended December 31, 2025, 2024 and 2023; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023; and (vi) Notes to Consolidated Financial Statements. 

 

Filed electronically herewith.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).    Filed electronically herewith.

________________________________

* Management contracts or compensatory plans or arrangements.

 

ITEM 16.    Form 10-K Summary

None

 

100
Table of Contents

 

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 February 20, 2026.

 

 

 

 

BOYD GAMING CORPORATION

 

 

 

 

By:

/s/ Lori M. Nelson

 

 

Lori M. Nelson
 

 

Senior Vice President Financial Operations and Reporting and

 

 

Chief Accounting Officer 
    (Principal Accounting Officer)

 

101
Table of Contents

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Keith E. Smith, Josh Hirsberg and Lori M. Nelson, and each of them, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ MARIANNE BOYD JOHNSON

 

Chairman

 

 February 20, 2026

Marianne Boyd Johnson

 

 

 

 

 

 

 

 

 

/s/ KEITH E. SMITH

 

President, Chief Executive Officer and Director

 

 February 20, 2026

Keith E. Smith

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ JOSH HIRSBERG

 

Chief Financial Officer and Treasurer

 

 February 20, 2026

Josh Hirsberg

 

(Principal Financial Officer)

 

 

 

 

 

 

 

/s/ WILLIAM R. BOYD

 

Director

 

 February 20, 2026

William R. Boyd

 

 

 

 

 

 

 

 

 

/s/ JOHN R. BAILEY

 

Director

 

 February 20, 2026

John R. Bailey

 

 

 

 

 

 

 

 

 
/s/ MICHAEL A. HARTMEIER   Director   February 20, 2026
Michael A. Hartmeier        
         

/s/ CHRISTINE J. SPADAFOR

 

Director

 

 February 20, 2026

Christine J. Spadafor

 

 

 

 

 

 

 

 

 

/s/ A. RANDALL THOMAN

   Director   February 20, 2026

A. Randall Thoman

        

 

 

 

 

 

/s/ PAUL W. WHETSELL

 

Director

 

 February 20, 2026

Paul W. Whetsell

 

 

 

 
         

 

 

Senior Vice President Financial Operations and Reporting and 

 

 

/s/ LORI M. NELSON

 

Chief Accounting Officer

 

 February 20, 2026

Lori M. Nelson

 

(Principal Accounting Officer)

 

 

 

 

102

EXHIBIT 21.1

 

BOYD GAMING CORPORATION

 

 

Subsidiary Name

State or Other Jurisdiction of Incorporation

Boyd Gaming Corporation

Nevada

BGM Co. Inc.

Nevada

East West Gaming, LLC

California

Tides 8, LLC

California

ALST Casino Holdco, LLC

Delaware

Aliante Gaming, LLC dba Aliante Casino + Hotel + Spa

Nevada

Blue Chip Casino, LLC dba Blue Chip Casino Hotel Spa

Indiana

Boyd Acquisition, LLC

Delaware

Boyd Acquisition I, LLC

Delaware

Boyd Acquisition II, LLC

Delaware

Peninsula Gaming, LLC

Delaware

Belle of Orleans, L.L.C. dba Amelia Belle Casino

Louisiana

Diamond Jo, LLC dba Diamond Jo Casino

Delaware

Diamond Jo Worth, LLC dba Diamond Jo Worth

Delaware

Kansas Star Casino, LLC dba Kansas Star Casino

Kansas

The Old Evangeline Downs, L.L.C. dba Evangeline Downs Racetrack & Casino

Louisiana

OED Acquisition, LLC

Delaware

Boyd Atlantic City, Inc.

New Jersey

Boyd Central Region, Inc.

Nevada

Boyd Corporate Campus, LLC

Nevada

Boyd Development Corporation

Nevada
Boyd Elk Grove, LLC Nevada

Boyd FSE, Inc.

Nevada

Boyd Interactive Gaming, Inc.

Nevada
Boyd Interactive Gaming Holdings, L.L.C. Nevada

Boyd Interactive Gaming, L.L.C.

Nevada

IA - IPR Holdings LLC

Nevada
Boyd Interactive USA, LLC Delaware
Boyd Digital Gaming, LLC New Jersey

Boyd Louisiana Racing, L.L.C.

Louisiana

Boyd Racing, L.L.C. dba Delta Downs Racetrack Hotel & Casino

Louisiana

Red River Entertainment of Shreveport, L.L.C. dba Sam's Town Shreveport

Louisiana

Treasure Chest Casino, L.L.C. dba Treasure Chest Casino

Louisiana
Kenner Williams Blvd, LLC Louisiana

Boyd Office Building, Inc.

Nevada

Boyd Pennsylvania, Inc.

Pennsylvania

Boyd Pennsylvania Partners, LP

Pennsylvania
Boyd Phoenix Corporation Nevada
Pala Interactive Canada, Inc. Ontario, Canada
Pala GP ULC Ontario, Canada

Boyd Robinsonville, Inc.

Mississippi

Boyd Shared Services Inc. dba Boyd Linen and Uniform Services

Nevada
Boyd Social Gaming, LLC Nevada

Boyd TCIV, LLC

Nevada

Ameristar Casino Kansas City, LLC dba Ameristar Casino ٭ Hotel Kansas City

Missouri

Ameristar Casino St. Charles, LLC dba Ameristar Casino ٭ Resort ٭ Spa St. Charles

Missouri

Belterra Resort Indiana LLC dba Belterra Casino Resort

Nevada

Ogle Haus, LLC dba Ogle Haus Inn

Indiana

PNK (Ohio), LLC dba Belterra Park

Ohio

PNK (Ohio) II, LLC

Ohio

PNK (Ohio) III, LLC

Ohio

Boyd TCV GP, LLC

Pennsylvania

Boyd Travel, Inc. dba Vacations Hawaii

Nevada

Boyd Tunica, Inc. dba Sam's Town Hotel and Gambling Hall Tunica

Mississippi

Boyd Biloxi, LLC dba IP Casino Resort Spa

Mississippi

California Hotel & Casino dba California Hotel and Casino, Sam's Town Hotel & Gambling Hall

Nevada

1100 Boulder Highway, LLC

Nevada

California Hotel Finance Corporation

Nevada

Echelon Resorts LLC

Nevada

Eldorado, Inc. dba Jokers Wild

Nevada

M.S.W., Inc. dba Main Street Station Hotel and Casino

Nevada

Sam-Will, Inc. dba Fremont Hotel & Casino

Nevada

Coast Casinos, Inc.

Nevada

Coast Hotels & Casinos, Inc. dba The Orleans Hotel and Casino, Gold Coast Hotel and Casino, Suncoast Hotel and Casino

Nevada

Constellation Insurance Company, Inc.

Hawaii

Lattner Entertainment Group Illinois, LLC

Illinois

Rock Solid Amusements, LLC

Illinois
Opelousas Training Center, LLC Louisiana

Nevada Palace, LLC dba Eastside Cannery Casino and Hotel

Nevada

Par-A-Dice Gaming Corporation dba Par-A-Dice Casino

Illinois

The Cannery Hotel and Casino, LLC dba Cannery Casino Hotel

Nevada

Valley Forge Convention Center Partners, LLC dba Valley Forge Casino Resort

Pennsylvania

Valley Forge Colonial, LLC

Pennsylvania

 

 

 

EXHIBIT 22

 

 

BOYD GAMING CORPORATION

 

The subsidiaries of Boyd Gaming Corporation (the "Company") listed below are 100% owned and have fully and unconditionally guaranteed the Company’s 4.750% senior notes due December 2027 and 4.750% senior notes due December 2031.

 

 

Subsidiary Name

    
     

Aliante Gaming, LLC

    

ALST Casino Holdco, LLC

    

Ameristar Casino Kansas City, LLC

    

Ameristar Casino St. Charles, LLC 

    

Belle of Orleans, L.L.C. 

    

Belterra Resort Indiana LLC 

    
BGM Co. Inc.    

Blue Chip Casino, LLC 

    

Boyd Acquisition, LLC

    

Boyd Acquisition I, LLC

    

Boyd Acquisition II, LLC

    

Boyd Biloxi, LLC 

    
Boyd Digital Gaming, LLC    

Boyd Louisiana Racing, L.L.C.

    

Boyd Racing, L.L.C. 

    

Boyd TCIV, LLC

    

Boyd Tunica, Inc. 

    

California Hotel & Casino 

    

California Hotel Finance Corporation

    

Coast Casinos, Inc.

    

Coast Hotels & Casinos, Inc. 

    

Diamond Jo, LLC 

    

Diamond Jo Worth, LLC 

    

Kansas Star Casino, LLC 

    

M.S.W., Inc. 

    

Nevada Palace, LLC

    

Ogle Haus, LLC 

    

Par-A-Dice Gaming Corporation

    

Peninsula Gaming, LLC

    

PNK (Ohio), LLC 

    

PNK (Ohio) II, LLC

    

PNK (Ohio) III, LLC

    

Red River Entertainment of Shreveport, L.L.C. 

    

Sam-Will, Inc. 

    

The Cannery Hotel and Casino, LLC 

    

The Old Evangeline Downs, L.L.C. 

    

Treasure Chest Casino, L.L.C. 

    

Valley Forge Colonial, LLC

    

Valley Forge Convention Center Partners, LLC 

    

 

 

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in Registration Statement Nos. 333-90840, 333-119850, 333-129421, 333-153852, 333-184158, and 333-249123 on Form S-8 of our reports dated February 20, 2026, relating to the financial statements of Boyd Gaming Corporation (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K for the year ended December 31, 2025.

 

 

/s/ Deloitte & Touche LLP

 

Las Vegas, Nevada

February 20, 2026

 

 

 

Exhibit 31.1

 

BOYD GAMING CORPORATION

CERTIFICATION

 

I, Keith E. Smith, certify that:

 

1.     I have reviewed this annual report on Form 10-K of Boyd Gaming Corporation;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

 

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

 

a.

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b.   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

 

Date:

February 20, 2026

By:

/s/ Keith E. Smith
     

Keith E. Smith
     

President and Chief Executive Officer

 

 

 

Exhibit 31.2

 

BOYD GAMING CORPORATION

CERTIFICATION

 

I, Josh Hirsberg, certify that:

 

1.     I have reviewed this annual report on Form 10-K of Boyd Gaming Corporation;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

 

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

 

a.

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b.   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

 

Date:

February 20, 2026

By:

/s/ Josh Hirsberg
     

Josh Hirsberg
     

Chief Financial Officer and Treasurer

 

 

 

Exhibit 32.1

 

 

BOYD GAMING CORPORATION

 

CERTIFICATION

 

In connection with the periodic report of Boyd Gaming Corporation (the "Company") on Form 10-K for the period ended December 31, 2025 as filed with the Securities and Exchange Commission (the "Report"), I, Keith E. Smith, President and Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

 

(1)         the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

 

(2)         the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission.

 

 

 

Date:

February 20, 2026

By:

/s/ Keith E. Smith
     

Keith E. Smith
     

President and Chief Executive Officer

 

 

 

Exhibit 32.2

 

 

BOYD GAMING CORPORATION

 

CERTIFICATION

 

In connection with the periodic report of Boyd Gaming Corporation (the "Company") on Form 10-K for the period ended December 31, 2025 as filed with the Securities and Exchange Commission (the "Report"), I, Josh Hirsberg, Chief Financial Officer and Treasurer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

 

(1)         the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

 

(2)         the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission.

 

 

 

Date:

 February 20, 2026

By:

/s/ Josh Hirsberg
     

Josh Hirsberg
     

Chief Financial Officer and Treasurer

 

 

 

 

Exhibit 99.1

 

GOVERNMENTAL GAMING REGULATIONS

 

We are subject to extensive regulation under laws, rules and supervisory procedures primarily in the jurisdictions where our facilities are located or docked. If additional gaming regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have a significant adverse effect on us. From time to time, various proposals have been introduced in the legislatures of some of the jurisdictions in which we have existing or planned operations that, if enacted, could adversely affect the tax, regulatory, operational or other aspects of the gaming industry and us. Currently, numerous jurisdictions in which we operate or that are contiguous to jurisdictions in which we operate are considering legislative proposals that would expand gaming whether through increasing the availability of existing gaming products in such jurisdiction or authorizing new types of gaming products previously unavailable to gaming patrons in such jurisdiction, such as sports betting, online sports betting, daily fantasy sports, distributed gaming and new lottery products. The enactment of any such expansion proposals in such jurisdictions could significantly impact the competitive environment in which we operate. We do not know whether or in what form any such legislation will be enacted. The federal government has also previously considered a federal tax on casino revenues, the elimination of betting on amateur sporting events, and restrictions on sports wagering advertising and may consider such a tax or eliminations on betting in the future. In addition, gaming companies are currently subject to significant state and local taxes and fees in addition to normal federal and state corporate income taxes, and such taxes and fees are subject to increase at any time. Any material increase in these taxes or fees could adversely affect us.

 

Some jurisdictions, including Nevada, Illinois, Indiana, Louisiana, Mississippi, Missouri, Iowa, Kansas, Ohio, Pennsylvania, and Virginia empower their regulators to investigate participation by licensees in gaming outside their jurisdiction and require access to periodic reports respecting those gaming activities. Violations of laws or disciplinary action in one jurisdiction could result in investigative activity and disciplinary actions in other jurisdictions.

 

Under provisions of gaming laws in jurisdictions in which we have operations, and under our organizational documents, certain of our securities are subject to restrictions on ownership which may be imposed by specified governmental authorities. The restrictions may require a holder of our securities to dispose of the securities or, if the holder refuses, or is unable, to dispose of the securities, we may be required to repurchase the securities.

 

The indentures governing our outstanding notes provide that if a holder of a note or beneficial owner of a note is required to be licensed, qualified or found suitable under the applicable gaming laws and is not so licensed, qualified or found suitable within the time period specified by the applicable gaming authority, the holder will be required, at our request, to dispose of its notes within a time period that either we prescribe or such other time period prescribed by the applicable gaming authority, and thereafter, we shall have the right to redeem such holder’s notes.

 

Nevada

 

The ownership and operation of casino gaming facilities in Nevada are subject to the Nevada Gaming Control Act and the regulations promulgated by the Nevada Gaming Commission thereunder, which we refer to as the Nevada Act, including various local codes and ordinances. Our gaming operations are subject to the licensing and regulatory control of the Nevada Gaming Commission, which we refer to as the Nevada Commission, the Nevada Gaming Control Board, which we refer to as the Nevada Board, the Clark County Liquor and Gaming Licensing Board, and the City of Las Vegas, which, with the Nevada Commission and the Nevada Board, we collectively refer to as the Nevada Gaming Authorities.

 

The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy that are concerned with, among other things:

 

 

•

the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;

 

•

the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;

 

•

the establishment and maintenance of responsible accounting practices and procedures;

 

•

the maintenance of effective controls over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues;

 

•

providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;

 

•

the prevention of cheating and fraudulent practices;

 

•

the maintenance of a Gaming Compliance and Reporting Plan, including the establishment of a Gaming Compliance Committee and the retention of a Corporate Compliance Officer; and

 

•

the provision of a source of state and local revenues through taxation and licensing fees.

 

Changes in such laws, regulations and procedures could have an adverse effect on our gaming operations and our business, financial condition and results of operations.

 

 
 

 

Corporations that operate casinos in Nevada are required to be licensed by the Nevada Gaming Authorities. A gaming license requires the periodic payment of fees and taxes and is not transferable. We are registered by the Nevada Commission as a publicly traded corporation, or a Registered Corporation. As a Registered Corporation, we are required periodically to submit detailed financial and operating reports to the Nevada Commission and furnish any other information which the Nevada Commission may require. We have been licensed by the Nevada Commission to own the stock of California Hotel and Casino, and to be the sole member and manager of The Cannery Hotel and Casino, LLC, the operator of The Cannery Hotel Casino, and of Nevada Palace, LLC, the operator of the Eastside Cannery Casino & Hotel, and have been found suitable to own the stock of Coast Casinos, Inc., and of Boyd Interactive Gaming, Inc., and to be the sole member and manager of ALST Casino Holdco, LLC. California Hotel and Casino is licensed by the Nevada Commission to operate non-restricted gaming activities at the California and Sam's Town Las Vegas and is additionally registered as an intermediary company and found suitable by the Nevada Commission to own the stock of Sam-Will, Inc., the operator of the Fremont, Eldorado, Inc., the operator of Jokers Wild, and M.S.W., Inc., the operator of Main Street Station. Coast Casinos, Inc., is registered as an intermediary company and found suitable by the Nevada Commission to own the stock of Coast Hotels and Casinos, Inc., the operator of the Gold Coast Hotel and Casino, The Orleans Hotel and Casino, and the Suncoast Hotel and Casino. ALST Casino Holdco is registered as an intermediary company and licensed by the Nevada Commission to be the sole member and manager of Aliante Gaming, LLC, the operator of the Aliante Casino + Hotel. Boyd Interactive Gaming, Inc., is registered as an intermediary company and is licensed to be the sole member of Boyd Interactive Gaming, LLC. In 2003, the Nevada Commission approved Boyd Louisiana Racing Inc. and Boyd Racing L.L.C., d.b.a. Delta Downs Racetrack, Casino & Hotel, to share in the revenue from the conduct of off-track pari-mutuel wagering, under certain conditions, as it pertains to the broadcast of live racing events to licensed Nevada pari-mutuel race books. No person may become a more than 5% stockholder or holder of more than a 5% interest in, or receive any percentage of profits from, California Hotel and Casino or its subsidiaries, Coast Casinos, Inc., or its subsidiary, ALST Casino Holdco, LLC, or its subsidiary, The Cannery Hotel and Casino, LLC, Nevada Palace, LLC, or Boyd Interactive Gaming, Inc., or its subsidiary, without first obtaining licenses and approvals from the Nevada Gaming Authorities. We refer to all of the foregoing entities collectively as the Licensed Subsidiaries. Boyd Gaming and all of its Licensed Subsidiaries have obtained from the Nevada Gaming Authorities the various registrations, approvals, permits and licenses required in order to engage in gaming activities in Nevada.

 

The Nevada Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with, Boyd Gaming and its Licensed Subsidiaries in order to determine whether such individual is suitable or should be licensed as a business associate of a gaming licensee. Officers, directors and certain key employees of the Licensed Subsidiaries must file applications with the Nevada Gaming Authorities and may be required to be licensed or found suitable by the Nevada Gaming Authorities. Our officers, directors and key employees who are actively and directly involved in gaming activities of the Licensed Subsidiaries may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application for licensing for any cause which they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. The applicant for licensing or a finding of suitability must pay all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities within 30 days as prescribed by law and, in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in a corporate position.

 

If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with us or any of our Licensed Subsidiaries, the companies involved would have to sever all relationships with such person. In addition, the Nevada Commission may require Boyd Gaming or any of its Licensed Subsidiaries to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or questions pertaining to licensing are not subject to judicial review in Nevada.

 

Boyd Gaming and its Licensed Subsidiaries are required to submit detailed financial and operating reports to the Nevada Commission. Substantially all material loans, leases, sales of securities and similar financing transactions by the Licensed Subsidiaries must be reported to, and/or approved by, the Nevada Commission.

 

If it were determined that the Nevada Act was violated by any of the Licensed Subsidiaries, the gaming licenses they hold could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures. In addition, Boyd Gaming and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act or Regulations at the discretion of the Nevada Commission. Further, a supervisor could be nominated by the Nevada Commission for court appointment to operate our gaming properties and, under certain circumstances, earnings generated during the supervisor’s appointment (except for reasonable rental value of our gaming properties) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of any gaming license or the appointment of a supervisor could (and revocation of any gaming license would) materially adversely affect our gaming operations and our business, financial condition and results of operations.

 

Any beneficial holder of our voting securities, regardless of the number of shares owned, may be required to file an application, be investigated and have his suitability reviewed as a beneficial holder of our voting securities if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any such investigation.

 

 
 

 

The Nevada Act requires any person who acquires more than 5% of our voting securities to report the acquisition to the Nevada Commission on the date specified therein. The Nevada Act requires that beneficial owners of more than 10% of our voting securities apply to the Nevada Commission for a finding of suitability within 30 days after the date specified by the Nevada Commission therein. Under certain circumstances, an “institutional investor,” as defined in the Nevada Act, which acquires more than 10%, but not more than 25%, of our voting securities may apply to the Nevada Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. An institutional investor that has obtained such a waiver may, in certain circumstances, hold up to 29% of our voting securities and maintain its waiver for a limited period of time. An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our board of directors, any change in our corporate charter, bylaws, management, policies or operations, or any of our gaming affiliates, or any other action which the Nevada Commission finds to be inconsistent with holding our voting securities for investment purposes only. Activities that are not deemed to be inconsistent with holding voting securities for investment purposes include only:

 

 

•

voting on all matters voted on by stockholders;

 

•

making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in our management, policies or operations; and

 

•

such other activities as the Nevada Commission may determine to be consistent with such investment intent.

 

The Nevada Act also requires that any beneficial owner of 10% or more of any class of our voting securities who has the intent to engage in any proscribed activity, shall, (a) within 2 days after possessing such intent, notify the Chair of the Nevada Board in writing in the manner prescribed by such Chair, (b) file an application with the Nevada Commission for a finding of suitability within 30 days after notifying the Chair of the Nevada Board pursuant to (a) above, and (c) deposit with the Nevada Board the sum of money which, in the opinion of the Nevada Board, will be adequate to pay the anticipated costs and charges incurred in the investigation and processing of such application, and thereafter deposit such additional sums as are required by the Nevada Board to pay all final costs and charges. The Nevada Act defines “proscribed activity” to mean (a) an activity that necessitates a change or amendment to our corporate charter, bylaws, management, policies or operation; (b) an activity that materially influences or affects our affairs; or (c) any other activity determined by the Nevada Commission to be inconsistent with holding our voting securities for investment purposes only. Such a shareholder who has the intent to engage in a proscribed activity is deemed to be engaged in an activity that influences or affects our affairs. Subject to the foregoing requirements, a person shall not be unduly prohibited from lawfully exercising any of his or her voting rights derived from being a shareholder, and a person who has submitted an application pursuant to the foregoing requirements may exercise his or her voting rights while such application is pending. A person who is found unsuitable by the Nevada Commission shall immediately cease engaging in all proscribed activities and shall no longer engage in such activities thereafter. Any violation of these provisions is a gross misdemeanor.

 

If the beneficial holder of voting securities who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners. The applicant is required to pay all costs of investigation.

 

Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Nevada Commission or the Chair of the Nevada Board, may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any stockholder found unsuitable and who holds, directly or indirectly, any beneficial ownership of the common stock of a Registered Corporation beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a gross misdemeanor. We are subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, or any of our Licensed Subsidiaries, we:

 

 

•

pay that person any dividend or interest upon voting securities of Boyd Gaming;

 

•

allow that person to exercise, directly or indirectly, any voting right conferred through securities held by the person;

 

•

pay remuneration in any form to that person for services rendered or otherwise; or

 

•

fail to pursue all lawful efforts to require such unsuitable person to relinquish their voting securities for cash at fair market value.

 

Additionally, the Clark County Liquor and Gaming Licensing Board has taken the position that it has the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming license.

 

The Nevada Commission may, at its discretion, require the holder of any debt security of a Registered Corporation to file applications, be investigated and be found suitable to own the debt security of a Registered Corporation. If the Nevada Commission determines that a person is unsuitable to own such security, then pursuant to the Nevada Act, the Registered Corporation can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada Commission, it:

 

 

•

pays to the unsuitable person any dividend, interest, or any distribution whatsoever;

 

•

recognizes any voting right by such unsuitable person in connection with such securities;

 

•

pays the unsuitable person remuneration in any form; or

 

•

makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction.

 

 
 

 

We are required to maintain a current stock ledger in Nevada which may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make such disclosure may be grounds for finding the record holder unsuitable. We are also required to render maximum assistance in determining the identity of the beneficial owner.

 

We may not make a public offering of our securities without the prior approval of the Nevada Commission if the securities or the proceeds therefrom are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for such purposes. Any representation to the contrary is unlawful. In November 2017, the Nevada Commission granted us three years, the maximum time permitted, in which to make public offerings of debt or equity. This three-year approval or continuous or delayed public offering approval, also known as a shelf approval, is subject to certain conditions and expires in November 2020, at which time we will seek to renew the approval. The Nevada Commission's approval may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chair of the Nevada Board.

 

Changes in control of Boyd Gaming through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or any act or conduct by a person whereby he obtains control, may not occur without the prior approval of the Nevada Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Nevada Gaming Authorities in a variety of stringent standards prior to assuming control of such Registered Corporation. The Nevada Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction.

 

The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchase of voting securities and corporate defense tactics affecting Nevada gaming licensees, and Registered Corporations that are affiliated with those licensees, may be injurious to stable and productive corporate gaming. The Nevada Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy to:

 

 

•

assure the financial stability of corporate gaming operators and their affiliates;
 

•

protect the continued integrity of corporate gaming in matters of corporate governance;

 

•

preserve the beneficial aspects of conducting business in the corporate form; and

 

•

promote a neutral environment for the orderly governance of corporate affairs.

 

Approvals are, in certain circumstances, required from the Nevada Commission before we can make exceptional repurchases of voting securities above the current market price thereof and before a corporate acquisition opposed by management can be consummated. As a Registered Corporation, the Nevada Act also requires prior approval of a plan of recapitalization proposed by our board of directors in response to a tender offer made directly to our stockholders for the purposes of acquiring control of us.

 

License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada, Clark County and the City of Las Vegas. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon:

 

 

•

a percentage of the gross revenues received;

 

•

the number of gaming devices operated; or

 

•

the number of table games operated.

 

An excise tax is also paid by casino operations upon the amount of consideration collected in connection with admission to certain indoor or outdoor premises or areas where live entertainment is provided, subject to certain exclusions.

 

Any person who is licensed, required to be licensed, registered, required to be registered, or is under common control with such persons, which we refer to as Licensees, and who proposes to become involved in a gaming venture outside of Nevada is required to deposit with the Nevada Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation of the Nevada Board of their participation in such foreign gaming. The revolving fund is subject to increase or decrease in the discretion of the Nevada Commission. Thereafter, Licensees are required to comply with certain reporting requirements imposed by the Nevada Act. Licensees are also subject to disciplinary action by the Nevada Commission if they knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation, fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engage in activities that are harmful to the State of Nevada or its ability to collect gaming taxes and fees, or employ a person in the foreign operation who has been denied a license or finding of suitability in Nevada on the ground of personal unsuitability.

 

The sale of food or alcoholic beverages at our Nevada casinos is subject to licensing, control and regulation by the applicable local authorities. All licenses are revocable and are not transferable. The agencies involved have full power to limit, condition, suspend or revoke any such license, and any such disciplinary action could, and a revocation would, have a significant adverse effect upon the operations of the affected casino or casinos.

 

 
 

 

Illinois

 

We are subject to the jurisdiction of the Illinois gaming authorities as a result of our ownership and operation of 1) Par-A-Dice Hotel Casino in East Peoria, Illinois, and 2) the Illinois Video Gaming Terminal Operator Lattner Entertainment Group Illinois, LLC.

 

In February 1990, the State of Illinois legalized riverboat gambling. The Illinois Riverboat Gambling Act, which we refer to as the initial Illinois Act, authorized the five-member Illinois Gaming Board, which we refer to as the Illinois Board, to issue up to ten riverboat gaming owners' licenses on navigable streams within or forming a boundary of the State of Illinois. Pursuant to the initial Illinois Act, the location of certain of the ten owners' licenses was statutorily restricted. Currently, the initial ten owners' licenses are in operation, including one license in each of Alton, Aurora, Des Plaines, East Peoria, East St. Louis, Elgin, Metropolis, Rock Island and two licenses in Joliet.

 

The initial Illinois Act has been amended several times since its enactment in 1990. 

 

In addition to the original ten licenses authorized under the initial Illinois Act, the amended Illinois Act authorizes additional casino licenses in:  1) Chicago, 2) Danville, 3) Rockford, 4) south suburban Cook County, 5) Waukegan, and 6) Williamson County.  The Illinois Board has awarded these licenses.  Licensees have opened their permanent gaming facilities in Danville, Rockford, south suburban Cook County, and Williamson County while licensees are operating temporary gaming facilities in Chicago and Waukegan.

 

The amended Illinois Act also authorizes horse racing tracks to add table games and slot machines.  Racetracks in Arlington Heights (Arlington Park), Collinsville (Fairmount Park), and Stickney (Hawthorne Park) were eligible under the amended Illinois Act to offer table games and slot machines subject to approval by the Illinois Board.  Racetracks in Collinsville and Stickney have applied to the Illinois Board for approval to add table games and slot machines.  The racetrack in Collinsville commenced slot machine and limited table game operations in April 2025.  The racetrack in Stickney has not yet been approve to commence gaming operations as of January 2026.  The amended Illinois Act also authorizes a new standardbred racetrack in Cook County which may also be eligible to add table games and slot machines to its operation subject to the Illinois Board’s approval.  As of January 2026, this additional racetrack permit and gaming license had not been awarded.

 

The initial and amended Illinois Act strictly regulates the facilities, persons, associations and practices related to gaming operations. The initial Illinois Act grants the Illinois Board specific powers and duties, and all other powers necessary and proper to fully and effectively execute the initial Illinois Act for the purpose of administering, regulating and enforcing the system of riverboat gaming. The Illinois Board has authority over every person, association, corporation, partnership and trust involved in riverboat gaming operations in the State of Illinois.

 

Each owner's license initially runs for a period of three years. Thereafter, the license must be renewed annually. Under the Amended Illinois Act, the Board may renew an owner's license for up to four years. An owner licensee is eligible for renewal upon payment of the applicable fee and a determination by the Illinois Board that the licensee continues to meet all of the requirements of the initial Illinois Act and Illinois Board rules. The owner's license for Par-A-Dice Riverboat Casino initially expired in February 1995. Since that time the license has been renewed every four years, the maximum time permitted by the Illinois Act. An ownership interest in an owner's license may not be transferred or pledged as collateral without the prior approval of the Illinois Board.

 

 

 
 

 

In addition to owner's licenses, the Illinois Board also requires licensing for all vendors of gaming supplies and equipment and for all employees of a gaming operation. The Illinois Board is authorized to conduct investigations into the conduct of gaming and into alleged violations of the Illinois Act and the Illinois Board rules. Employees and agents of the Illinois Board have access to and may inspect any facilities relating to the gaming operation.

 

A holder of any license is subject to the imposition of fines, suspension or revocation of such license, or other action for any act or failure to act by himself or his agents or employees, that is injurious to the public health, safety, morals, good order and general welfare of the people of the State of Illinois, or that would discredit or tend to discredit the Illinois gaming industry or the State of Illinois. Any gaming operations not conducted in compliance with the initial Illinois Act may constitute an illegal gaming place and consequently may be subject to criminal penalties, which penalties include possible seizure, confiscation and destruction of illegal gaming devices and seizure and sale of riverboats and dock facilities to pay any unsatisfied judgment that may be recovered and any unsatisfied fine that may be levied. The initial Illinois Act also provides for civil penalties, equal to the amount of gross receipts derived from wagering on the gaming, whether unauthorized or authorized, conducted on the day of any violation. The Illinois Board may revoke or suspend licenses, as the Illinois Board may see fit and in compliance with applicable laws of the State of Illinois regarding administrative procedures and may suspend an owner's license, without notice or hearing, upon a determination that the safety or health of patrons or employees is jeopardized by continuing a casino's operation. The suspension may remain in effect until the Illinois Board determines that the cause for suspension has been abated and it may revoke the owner's license upon a determination that the owner has not made satisfactory progress toward abating the hazard.

 

If the Illinois Board has suspended, revoked or refused to renew the license of an owner or if a casino gaming operation is closing and the owner is voluntarily surrendering its owner's license, the Illinois Board may petition the local circuit court, which we refer to as the Court, in which the casino is situated for appointment of a receiver. The court will have sole jurisdiction over any and all issues pertaining to the appointment of a receiver. The Illinois Board will specify the specific powers, duties and limitations for the receiver, including but not limited to the authority to:

 

 

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hire, fire, promote and discipline personnel and retain outside employees or consultants;

 

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take possession of any and all property, including but not limited to its books, records, and papers;

 

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preserve or dispose of any and all property;

 

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continue and direct the gaming operations under the monitoring of the Illinois Board;

 

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discontinue and dissolve the gaming operation;

 

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enter into and cancel contracts;

 

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borrow money and pledge, mortgage or otherwise encumber the property;

 

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pay all secured and unsecured obligations;

 

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institute or defend actions by or on behalf of the holder of an owner's license; and

 

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distribute earnings derived from gaming operations in the same manner as admission and wagering taxes are distributed under Sections 12 and 13 of the initial Illinois Act.

 

The Illinois Board will submit at least three nominees to the Court. The nominees may be individuals or entities selected from an Illinois Board approved list of pre-qualified receivers who meet the same criteria for a finding of preliminary suitability for licensure under Sections 3000.230(c)(2)(B) and (C) of the rules promulgated by the Illinois Board. In the event that the Illinois Board seeks the appointment of a receiver on an emergency basis, the Illinois Board will submit at least two nominees selected from the Illinois Board approved list of pre-qualified receivers to the Court and will issue a Temporary Operating Permit to the receiver appointed by the Court. A receiver, upon appointment by the court, will before assuming his or her duties, execute and post the same bond as an owner licensee pursuant to Section 10 of the initial Illinois Act.

 

The receiver will function as an independent contractor, subject to the direction of the Court; however, the receiver will also provide to the Illinois Board regular reports and provide any information deemed necessary for the Illinois Board to ascertain the receiver's compliance with all applicable rules and laws. From time to time, the Illinois Board may, at its sole discretion, report to the Court on the receiver's level of compliance and any other information deemed appropriate for disclosure to the Court. The term and compensation of the receiver shall be set by the Court. The receiver will provide to the Court and the Illinois Board at least 30 days written notice of any intent to withdraw from the appointment or to seek modification of the appointment. Except as otherwise provided by action to the Illinois Board, the gaming operation will be deemed a licensed operation subject to all rules of the Illinois Board during the tenure of any receivership.

 

 
 

 

The Illinois Board requires that a “Key Person” of an owner licensee submit a Personal Disclosure or Business Entity Form and be investigated and approved by the Illinois Board. The Illinois Board shall certify for each applicant for or holder of an owner's license each position, individual or Business Entity that is to be approved by the Illinois Board and maintain suitability as a Key Person. With respect to an applicant for or the holder of an owner's license, Key Person shall include:

 

 

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any Business Entity and any individual with an ownership interest or voting rights of more than 5% in the licensee or applicant, and the trustee of any trust holding such ownership interest or voting rights;

 

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the directors of the licensee or applicant and its chief executive officer, president and chief operating officer, or their functional equivalents; and

 

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all other individuals or Business Entities that, upon review of the applicant's or licensee's Table of Organization, Ownership and Control (as discussed below), the Illinois Board determines hold a position or a level of ownership, control or influence that is material to the regulatory concerns and obligations of the Illinois Board for the specified licensee or applicant.

 

In order to assist the Illinois Board in its determination of Key Persons, applicants for or holders of an owner's license shall provide to the Illinois Board a Table of Organization, Ownership and Control, which we refer to as the Table. The Table will identify in sufficient detail the hierarchy of individuals and Business Entities that, through direct or indirect means, manage, own or control the interest and assets of the applicant or license holder. If a Business Entity identified in the Table is a publicly-traded company, the following information must be provided in the Table:

 

 

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the name and percentage of ownership interest of each individual or Business Entity with ownership of more than 5% of the voting shares of the entity, to the extent such information is known or contained in Schedules 13D or 13G filed with the Securities and Exchange Commission;

 

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to the extent known, the names and percentage of interest of ownership of persons who are relatives of one another and who together (as individuals or through trusts) exercise control over or own more than 10% of the voting shares of the entity; and

 

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any trust holding more than 5% of the ownership or voting interest in the entity, to the extent such information is known or contained in Schedules 13D or 13G filed with the Securities and Exchange Commission. The Table may be disclosed under the Freedom of Information Act.

 

Each owner licensee must provide a means for the economic disassociation of a Key Person in the event such economic disassociation is required by an order of the Illinois Board. Based upon findings from an investigation into the character, reputation, experience, associations, business probity and financial integrity of a Key Person, the Illinois Board may enter an order upon the licensee or require the economic disassociation of such Key Person.

 

Furthermore, each applicant or owner licensee must disclose the identity of every person, association, trust or corporation having a greater than 1% direct or indirect pecuniary interest in an owner licensee or in the riverboat gaming operation with respect to which the license is sought. The Illinois Board may also require an applicant or owner licensee to disclose any other principal or investor and require the investigation and approval of such individuals.

 

The Illinois Board (unless the investor qualifies as an Institutional Investor) requires a Personal Disclosure Form from any person or entity who or which, individually or in association with others, acquires directly or indirectly, beneficial ownership of more than 5% of any class of voting securities or non-voting securities convertible into voting securities of a publicly-traded corporation which holds an ownership interest in the holder of an owner's license. If the Illinois Board denies an application for such a transfer and if no hearing is requested, the applicant for the transfer of ownership interest must promptly divest those shares in the publicly-traded parent corporation. The holder of an owner's license would not be able to distribute profits to a publicly-traded parent corporation until such shares have been divested. If a hearing is requested, the shares need not be divested and profits may be distributed to a publicly-held parent corporation pending the issuance of a final order from the Illinois Board.

 

An Institutional Investor that, individually or jointly with others, cumulatively acquires, directly or indirectly, 5% or more of any class of voting securities of a publicly-traded licensee or a licensee's publicly-traded parent corporation shall, within no less than ten days after acquiring such securities, notify the administrator of the Illinois Board, who we refer to as the Administrator, of such ownership and shall provide any additional information as may be required. If an Institutional Investor (as specified above) acquires 10% or more of any class of voting securities of a publicly-traded licensee or a licensee's publicly-traded parent corporation, then it shall file an Institutional Investor Disclosure Form within 45 days after acquiring such level of ownership interest. The owner licensee shall notify the Administrator as soon as possible after it becomes aware that it or its parent is involved in an ownership acquisition by an Institutional Investor. The Institutional Investor also has an obligation to notify the Administrator of its ownership interest.

 

 
 

 

In addition to Institutional Investor Disclosure Forms, certain other forms may be required to be submitted to the Illinois Board. An owner licensee must submit a Marketing Agent Form to the Illinois Board for each Marketing Agent with whom it intends to do business. A Marketing Agent is a person or entity, other than a junketeer or an employee of a casino gaming operation, who is compensated by the casino gaming operation in excess of $100 per patron per trip for identifying and recruiting patrons. Key Persons of owner licensees must submit Trust Identification Forms for trusts, excluding land trusts, for which they are a grantor, trustee or beneficiary each time such a trust relationship is established, amended or terminated.

 

Applicants for and holders of an owner's license are required to obtain formal approval from the Illinois Board for changes in the following areas:

 

 

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Key Persons;

 

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type of entity;

 

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equity and debt capitalization of the entity;

 

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investors or debt holders;

 

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source of funds;

 

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applicant's economic development plan;

 

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riverboat capacity or significant design change;

 

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gaming positions;

 

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anticipated economic impact; or

 

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agreements, oral or written, relating to the acquisition or disposition of property (real or personal) of a value greater than $1 million.

 

A holder of an owner's license is allowed to make distributions to its stockholders only to the extent that such distribution would not impair the financial viability of the gaming operation. Factors to be considered by the licensee include, but are not limited to, the following:

 

 

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cash flow, casino cash and working capital requirements;

 

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debt service requirements, obligations and covenants associated with financial instruments;

 

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requirements for repairs and maintenance and capital improvements;

 

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employment or economic development requirements of the Amended Illinois Act; and

 

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a licensee's financial projections.

 

The Illinois Board may waive any licensing requirement or procedure provided by rule if it determines that such waiver is in the best interests of the public and the gaming industry. Also, the Illinois Board may, from time to time, amend or change its rules. In general, uncertainty exists regarding the Illinois gaming regulatory environment due to limited experience in interpreting the Illinois Act.

 

Additionally, in 2009, Illinois legalized distributed gaming through the Video Gaming Act (230 ILCS 40/ Art 5) and subsequent amendments thereto. The Act allows for video gaming terminals to be placed in certain liquor establishments, truck stops and fraternal/ veterans clubs throughout the state. Under the Video Gaming Act, municipalities are authorized to pass an ordinance prohibiting video gaming within the corporate limits of the municipality and county boards may pass ordinances prohibiting video gaming within the unincorporated areas of the county. Licensed establishments may offer up to six Video Gaming Terminals, except for large truck stop establishments, which may operate up to 10 video gaming terminals.  Among the provisions of Public Act 103-0592 enacted in June 2024, was an amendment to the Video Gaming Act to increase the tax rate on video gaming revenues by 1% from 34% to 35%.  This new tax rate went into effect on July 1, 2024.   As of November 2025, there were approximately 49,464 video gaming terminals in Illinois. On June 1, 2018, Boyd Gaming acquired Lattner Entertainment Group Illinois, LLC, a video gaming terminal operator licensed pursuant to the Video Gaming Act.

 

 

 
 

 

Illinois also legalized sports wagering in 2019 through the Illinois Sports Wagering Act.  The Illinois Sports Wagering Act, and  amendments thereto, authorizes casinos, racetracks, and certain professional sports franchises to apply for and hold a master sports wagering license.  Casino owners’ licensees such as Par-A-Dice may operate a retail sports book on its premises and a statewide mobile sports wagering platform through its master sports wagering license.  By and through management service provider agreements with third-parties approved by the Illinois Board, both a retail sports book and a statewide mobile sports wagering platform are operated under Par-A-Dice’s master sports wagering license.  In June 2024, the Illinois Sports Wagering Act was amended to increase wagering tax rates.  The 15% sports wagering tax rate was replaced with a new graduated tax that increases based upon certain revenue thresholds.  Public Act 103-0592, which went into July 1, 2024, established new sports wagering tax rates for retail sports wagering revenues and mobile sports wagering revenues as follows:

 

 

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Retail Sports Wagering Receipts
 

o

20% of annual adjusted sports wagering receipts up to and including $30,000,000;
 

o

25% of annual adjusted sports wagering receipts in excess of $30,000,000 but not exceeding $50,000,000;
 

o

30% of annual adjusted sports wagering receipts in excess of $50,000,000 but not exceeding $100,000,000;
 

o

35% of annual adjusted sports wagering receipts in excess of $100,000,000 but not exceeding $200,000,000; and,
 

o

40% of annual adjusted sports wagering receipts in excess of $200,000,000.

 

 

●

Mobile Sports Wagering Receipts
 

o

20% of annual adjusted sports wagering receipts up to and including $30,000,000;
 

o

25% of annual adjusted sports wagering receipts in excess of $30,000,000 but not exceeding $50,000,000;
 

o

30% of annual adjusted sports wagering receipts in excess of $50,000,000 but not exceeding $100,000,000;
 

o

35% of annual adjusted sports wagering receipts in excess of $100,000,000 but not exceeding $200,000,000; and,
 

o

40% of annual adjusted sports wagering receipts in excess of $200,000,000.

 

 
 

 

 

Illinois General Assembly amended the Sports Wagering Act on May 31, 2025, to impose a per wager tax on each wager booked by mobile sports wagering operators each state fiscal year beginning July 1, 2025.  Pursuant to Public Act 104-0006, each mobile sports wagering operator must pay a $.25 tax on each wager it accepts for the first 20 million wagers in a state fiscal year and then a $.50 tax on each wager it accepts in excess of 20 million wagers in a state fiscal year.

 

From time to time, various proposals have been introduced and may be introduced in future sessions of the Illinois legislature that, if enacted, would affect the taxation, regulation, operation or other aspects of the gaming industry or Boyd Gaming. Some of this legislation, if enacted, could adversely affect the gaming industry or Boyd Gaming, and no assurances can be given as to whether such legislation or similar legislation will be enacted.

 

Indiana

 

The Indiana Riverboat Gaming Act, or the Indiana Act, was passed in 1993 and authorized the issuance of up to eleven Riverboat Owner’s Licenses to be operated from counties that are contiguous to the Ohio River, Lake Michigan and Patoka Lake. Subsequent legislation has amended or modified the Indiana Act, including:

 

 

•

Legislation adopted in May 2003 eliminated the Riverboat Owner’s License for a riverboat to be docked in a county contiguous to Patoka Lake. However, the General Assembly authorized the Indiana Gaming Commission to enter into a contract pursuant to which an Operating Agent can operate a riverboat in Orange County, which is contiguous to Patoka Lake, on behalf of the Indiana Gaming Commission. This contract was awarded to Blue Sky Casino, LLC, d/b/a French Lick Casino & Resort, which commenced operations on November 3, 2006.

 

•

Legislation enacted in April 2007 specified a riverboat cannot be moved from the county in which it was docked on January 1, 2007, to another county.

 

•

In May 2008 the horse track located in Anderson, Indiana commenced slot operations and in June 2008 the horse track located in Shelbyville, Indiana commenced slot operations pursuant to the Gambling Games at Racetracks legislation. Each horse track may install up to 2,000 slot machines (“Racino”). Each track added live table games in January 2020, pursuant to legislation enacted in May 2019
  • Public Law 255-2015 sets forth a process for entering into tribal-state compacts concerning Indian Gaming, a procedure not previously in Indiana law. In May of 2012, the Pokagon Band of Potawatomi Indians submitted a fee-to-trust application to take 165 acres of land in South Bend, Indiana.  The U.S. Department of Interior placed approved the Pokagon Band of Potawatomi Indians’ fee-to-trust application in November 2016.  In 2017, the Pokagon Band of Potawatomi Indians opened a Class II gaming facility on this site.  The Pokagon Band of Potawatomi Indians and State of Indiana entered into a tribal-state compact for Class III gaming at the facility in South Bend, Indiana, in May 2021 pursuant to applicable state and federal law.  The Pokagon Band of Potawatomi Indians commenced Class III gaming operations pursuant to its compact with the State of Indiana in August 2021.

 

•

Public Law 293-2019 authorized the relocation of one license to a new location in Gary, Indiana, from its original location on Buffington Harbor in the city and the transfer of the other license to Vigo County, Indiana, from its original location on Buffington Harbor.  Hard Rock Northern Indiana commenced operations in March 2021 at new inland location along I-94 in Gary, Indiana, pursuant to this legislation enacted in May 2019.  Churchill Downs, after being awarded the Vigo County gaming license that was transferred from Gary, Indiana pursuant to this legislation, commenced operations of a new inland casino in Terre Haute, Indiana, in April 2024.  Public Law 293-2019 also legalized sports wagering with each riverboat licensee, operating agent, and racetrack permitholder eligible to be a sports wagering certificate holder.  Each sports wagering certificate holder, including our Blue Chip and Belterra properties, is authorized to operate a retail sports book and up to three individually-branded mobile sports wagering platforms.  Retail and mobile sports wagering are offered in Indiana through Blue Chip and Belterra’s sports wagering certificates pursuant to management services agreements with third-parties approved by the Indiana Gaming Commission.  Sports wagering launched in August 2019.  Finally, Public Law 293-2019, authorizes a person to own up to 6, in any combination thereof, of the State’s riverboat owner’s licenses and racetrack gambling games licenses.

 

The Indiana Act and rules promulgated thereunder provide for the strict regulation of the facilities, persons, associations and practices related to gaming operations. The Indiana Act vests the seven member Indiana Gaming Commission with the power and duties of administering, regulating and enforcing riverboat gaming in Indiana. The Indiana Gaming Commission’s jurisdiction extends to every person, association, corporation, partnership and trust involved in any riverboat gaming operation located in the State of Indiana.

 

The Indiana Act requires that the owner of a riverboat gambling operation hold a Riverboat Owner’s License issued by the Indiana Gaming Commission. The applicants for a Riverboat Owner’s License must submit a comprehensive application and the substantial owners and key persons must submit personal disclosure forms. The company, substantial owners and key persons must undergo an exhaustive background investigation prior to the issuance of a Riverboat Owner’s License. A person who owns or will own five percent of a Riverboat Owner’s License must automatically undergo the background investigation. The Indiana Gaming Commission may investigate any person with any level of ownership interest. The Operating Agent of an Orange County riverboat and Racino licensees undergo the same background investigation as a Riverboat Licensee. If the holder of a Riverboat license, the Riverboat Licensee or the Operating Agent is a publicly-traded corporation, its Articles of Incorporation must contain language concerning transfer of ownership, suitability determinations and possible divestiture of ownership if a shareholder is found unsuitable.

 

 
 

 

All riverboats must comply with applicable federal and state laws including, but not limited to, U.S. Coast Guard regulations. Each riverboat must be certified to carry at least five hundred passengers and be at least one hundred fifty feet in length. Those riverboats located in counties contiguous to the Ohio River must replicate historic Indiana steamboat passenger vessels of the nineteenth century. Public Law 255-2015 allows for inland casinos on land adjacent to an existing casino. Public Law 255-2015 also sets a limit, whether inland or on the existing riverboat, at the highest number since January 1, 2007. The Indiana Act was amended in 2005 to allow the Indiana Gaming Commission to set forth an alternative certification process if the U.S. Coast Guard discontinues issuing Certifications of Inspections to Indiana riverboats. 

 

The Indiana Gaming Commission, after consultation with the Corps, may determine those navigable waterways located in counties contiguous to Lake Michigan or the Ohio River that are suitable for riverboats. If the Corps rescinds approval for the operation of a riverboat gambling facility, the Riverboat Owner’s License issued by the Indiana Gaming Commission is void and the Riverboat Licensee may not commence or must cease conducting gambling operations.

 

The initial Riverboat Owner’s License ran for a period of five years. Thereafter, the license is subject to renewal on an annual basis upon a determination by the Indiana Gaming Commission that it continues to be eligible to hold a Riverboat Owner’s License pursuant to the Indiana Act and rules promulgated thereunder. After the expiration of the initial license, the Riverboat Owner’s License must be renewed annually with each Riverboat Licensee undergoing a complete reinvestigation every three years. The Indiana Gaming Commission reserves the right to investigate Riverboat Licensees at any time it deems necessary. The initial license was issued to Blue Chip Casino, Inc., the predecessor to Blue Chip Casino, LLC, in August of 1997. The license is valid for a period of one year and must be renewed annually. Blue Chip's license was renewed and reinvestigated in 2018 as a part of the investigation conducted relating to the acquisition of four (4) casino properties from Penn National Gaming, Inc. (“Penn”) as a part of Penn’s acquisition of Pinnacle Entertainment, Inc.; the Belterra Resort in Florence, Indiana is one of the four casino properties acquired by Boyd. Both Blue Chip and Belterra's licenses have been renewed annually and were last renewed in 2025. The Operating Contract for an Orange County riverboat is valid for a period of twenty years. However, the Operating Agent is to be reinvestigated every three years to determine continued suitability. In addition, the Indiana Gaming Commission has the right to reinvestigate the Operating Agent at any time it deems necessary. Racino licenses must be renewed annually with a reinvestigation every three years.

 

Pursuant to legislation enacted in 2009, all riverboat licensees, Operating Agents, and Racino licensees must submit to the Indiana Gaming Commission for approval a proposed Power of Attorney identifying the person who would temporarily operate the facility on a temporary basis and upon approval of the Indiana Gaming Commission (“Trustee”). The Trustee is to operate the facility if one of the following occurs: (i) the Indiana Gaming Commission revokes the license or the Operating Agreement; (ii) the Indiana Gaming Commission does not renew a license or an Operating Agent contract; (iii) a proposed transferee of a license or Operating Agent is denied a license or an Operating Agent Contract and the licensee or Operating Agent is unwilling to retain ownership of the riverboat or Racino; or (iv) the licensee agrees, in writing, to relinquish control to a trustee approved by the Indiana Gaming Commission. The Indiana Gaming Commission will establish a deadline for all licensees and Operating Agents to submit a proposed Power of Attorney. After the deadline passes the Indiana Gaming Commission may not renew a license or Operating Agent Contract until the Power of Attorney is submitted and the Indiana Gaming Commission has approved the Power of Attorney and the proposed trustee. If the Indiana Gaming Commission adopts a resolution authorizing a trustee to temporarily operate a riverboat or a Racino the licensee will have 180 days from the date the resolution is adopted to sell the riverboat or Racino to a person approved by the Indiana Gaming Commission. If the riverboat or Racino is not sold within 180 days, the trustee may sell the riverboat or Racino to a person approved by the Indiana Gaming Commission. All licensees must apply for and hold all other licenses necessary for the operation of a riverboat gambling operation, including, but not limited to, alcoholic beverage licenses and food preparation licenses.

 

Neither the Riverboat Owner’s License nor the Operating Contract may be leased, hypothecated or have money borrowed or loaned against it. An ownership interest in a Riverboat Owner’s License or an Operating Contract may only be transferred in accordance with the Indiana Act and rules promulgated thereunder.

 

Public Law 229-2013 also allows the licensees to deduct not more than $2.5 million from AGR in state fiscal year 2013 attributable to free play wagering (statutorily referred to as “qualified wagering”) and not more than $5 million from AGR for subsequent years ending before July 1, 2016 (new legislation is being considered to extend the free play deduction to additional fiscal years). Public Law 255-2015 extended the deduction permanently and increased the deduction to $7 million. Public Law 293-2019 increased the deduction to $9 million.

 

 

 
 

 

The Indiana Gaming Commission is authorized to conduct investigations into gambling games, the maintenance of equipment, and violations of the Indiana Act as it deems necessary. The Indiana Gaming Commission may subject a Riverboat Licensee, an Operating Agent or a Racino licensee to fines, suspension or revocation of its license or Operating Contract for any conduct that violates the Indiana Act, rules promulgated thereunder or that constitutes a fraudulent act.

 

The Riverboat Licensee, Operating Agent and Racino licensees must carry insurance in types and amounts as required by the Indiana Gaming Commission. By rule promulgated by the Indiana Gaming Commission, neither a Riverboat Licensee, Operating Agent nor a Racino licensee may enter into or perform any contract or transaction in which it transfers or receives consideration that is not commercially reasonable or that does not reflect the fair market value of goods and services rendered or received. All contracts are subject to disapproval by the Indiana Gaming Commission and contracts should reflect the potential for disapproval.

 

The Indiana Act places special emphasis on minority and women business enterprise participation in the riverboat industry. Riverboat Licensees, Operating Agents and Racino licensees may be subject to a disciplinary action for failure to meet the minority and women business enterprise expenditure goals.

 

By rule promulgated by the Indiana Gaming Commission, a Riverboat Licensee or affiliate may not enter into a debt transaction in excess of $1 million without the prior approval of the Indiana Gaming Commission. A debt transaction is any transaction that will result in the encumbrance of assets. Unless waived, approval of debt transactions requires consideration by the Indiana Gaming Commission at two business meetings. The Indiana Gaming Commission, by resolution, has authorized the Executive Director, subject to subsequent approval by the Indiana Gaming Commission, to approve debt transactions after a review of the documents and consultation with the Chair and the Indiana Gaming Commission’s outside financial analyst.

 

A rule promulgated by the Indiana Gaming Commission requires the reporting of currency transactions to the Indiana Gaming Commission after the transactions are reported to the federal government. Indiana rules also require that Riverboat Licensees track and maintain logs of transactions that exceed $3,000. The Indiana Gaming Commission has promulgated a rule that prohibits distributions, excluding distributions for the payment of taxes, by a Riverboat Licensee to its partners, shareholders, itself or any affiliated entity if the distribution would impair the financial viability of the riverboat gaming operation. The Indiana Gaming Commission has also promulgated a rule mandating Riverboat Licensees to maintain a cash reserve to protect patrons against defaults in gaming debts. The cash reserve is to be equal to a Riverboat Licensee’s average payout for a three-day period based on the riverboat’s performance the prior calendar quarter. The cash reserve can consist of cash on hand, cash maintained in Indiana bank accounts and cash equivalents not otherwise committed or obligated.

 

The Indiana Act prohibits contributions to a candidate for a state legislative or local office or to a candidate’s committee or to a regular party committee by:

 

 

•

a person who owns at least one percent of a Riverboat Licensee, Operating Agent or Racino licensee;

 

•

a person who is an officer of a Riverboat Licensee, Operating Agent or Racino Licensee;

 

•

a person who is an officer of a person that owns at least one percent of a Riverboat Licensee, Operating Agent or Racino Licensee; or

 

•

a person who is a political action committee of a Riverboat Licensee, Operating Agent, or Racino Licensee.

 

The prohibition against political contributions extends for three years following a change in the circumstances that resulted in the prohibition.

 

 
 

 

Individuals employed on a riverboat and in certain positions must hold an occupational license issued by the Indiana Gaming Commission. Suppliers of gaming equipment and gaming or revenue tracking services must hold a supplier’s license issued by the Indiana Gaming Commission. By rule promulgated by the Indiana Gaming Commission, Riverboat Licensees, Operating Agents and Racino Licensees who employ non-licensed individuals in positions requiring licensure or who purchase supplies from a non-licensed entity may be subject to a disciplinary action.

 

Electronic pull-tab machines were legalized for certain charitable gaming venues by the Indiana General Assembly in 2025.  Public Law 74-2025 allows bona fide nonprofit organizations that hold charitable gaming permits to operate up to 7 electronic pull-tab machines at their establishments.  The first machines were offered for play on or about December 30, 2025.  The immediate impact of these machines on casino gaming revenues is unknown given their recent introduction to the market.

 

From time to time, various proposals have been introduced and may be introduced in future sessions of the Indiana legislature that, if enacted, would affect the taxation, regulation, operation or other aspects of the gaming industry or Boyd Gaming. Some of this legislation, if enacted, could adversely affect the gaming industry or Boyd Gaming, and no assurances can be given as to whether such legislation or similar legislation will be enacted

 

Louisiana

 

In the State of Louisiana, we, through our wholly owned subsidiaries, own and operate five gaming properties: Treasure Chest Casino in Kenner, Delta Downs Racetrack, Casino & Hotel in Vinton, Sam's Town Hotel and Casino in Shreveport, Evangeline Downs Racetrack and Casino in Opelousas and the Amelia Belle Casino in Amelia. Through Evangeline Downs, we also operate two off-track betting facilities, which contain Video Draw Poker Devices. The operation and management of these riverboat casinos, slot machine operations at certain racetracks, live racing facilities, off-track betting facilities and video poker operations in Louisiana are subject to extensive state regulation. The Louisiana Riverboat Economic Development and Gaming Control Act, or the Riverboat Act, became effective on July 19, 1991. The Louisiana Pari-Mutuel Live Racing Facility Economic Redevelopment and Gaming Control Act, or the Slots Act, became effective on July 9, 1997. The Video Draw Poker Act became effective July 30, 1991. The statutory scheme regulating live and off-track betting, or the Horse Racing Act, has been in existence since 1958.

 

The Riverboat Act states, among other things, that certain of the policies of the State of Louisiana are:

 

 

•

to develop a historic riverboat industry that will assist in the growth of the tourism market;

 

•

to license and supervise the riverboat industry from the period of construction through actual operation;

 

•

to regulate the operators, manufacturers, suppliers and distributors of gaming devices; and

 

•

to license all entities involved in the riverboat gaming industry.

 

The Slots Act states, among other things, that certain policies of the State of Louisiana are:

 

 

•

to revitalize and rehabilitate pari-mutuel racing facilities through the allowance of slot machine operations at certain racetracks; and

 

•

to regulate and license owners of such facilities. 

 

The Horse Racing Act states, among other things, that certain policies of the State of Louisiana are:

 

 

•

to encourage the development of horse racing with pari-mutuel wagering on a high plane;

 

•

to encourage the development and ownership of race horses;

 

•

to regulate the business of racing horses and to provide the orderly conduct of racing;

 

•

to provide financial assistance to encourage the business of racing horses; and

 

•

to provide a program for the regulation, ownership, possession, licensing, keeping, breeding and inoculation of horses.

 

Both the Riverboat Act and the Slots Act make it clear, however, that no holder of a license or permit possesses any vested interest in such license or permit and that the license or permit may be revoked at any time.

 

In a special session held in April 1996, the Louisiana legislature passed the Louisiana Gaming Control Act, or the Gaming Control Act, which created the Louisiana Gaming Control Board, or the Gaming Control Board. Pursuant to the Gaming Control Act, all of the regulatory authority, control and jurisdiction of licensing for both riverboats and slot facilities was transferred to the Gaming Control Board. The Gaming Control Board came into existence on May 1, 1996 and is made up of nine members and two ex-officio members (the Secretary of Revenue and Taxation and the superintendent of Louisiana State Police). It is domiciled in Baton Rouge and regulates riverboat gaming, the land-based casino in New Orleans, racetrack slot facilities and video poker. The Attorney General acts as legal counsel to the Gaming Control Board. Any material alteration in the method whereby riverboat gaming, slot facilities or video draw poker is regulated in the State of Louisiana could have an adverse effect on the operations of the Treasure Chest, Delta Downs, Sam's Town Shreveport, Evangeline Downs and Amelia Belle.

 

Riverboats

 

The Riverboat Act approved the conducting of gaming activities on a riverboat, in accordance with the Riverboat Act, on twelve separate waterways in Louisiana. The Riverboat Act allows the Gaming Control Board to issue up to fifteen licenses to operate riverboat gaming projects within the state, with no more than six licenses for operation from any one designated waterway. There are presently fifteen licenses issued and all are operating currently.

 

 
 

 

We and certain of our directors and officers and certain of our key personnel were found suitable to operate riverboat gaming in the State of Louisiana. New directors, officers and certain key employees associated with gaming must also be found suitable by the Gaming Control Board prior to working in gaming-related areas. These approvals may be immediately revoked for a number of causes as determined by the Gaming Control Board. The Gaming Control Board may deny any application for a certificate, permit or license for any cause found to be reasonable by the Gaming Control Board. The Gaming Control Board has the authority to require us to sever our relationships with any persons for any cause deemed reasonable by the Gaming Control Board or for the failure of that person to file necessary applications with the Gaming Control Board.

 

The three current Louisiana river boat gaming licenses were renewed in 2025 for a five (5) year period. Red River Entertainment of Shreveport, LLC d/b/a Sam’s Town Hotel and Casino in Shreveport was renewed until March 8, 2030. Belle of Orleans, LLC d/b/a Amelia Belle was renewed until March 24, 2030 and Treasure Chest was renewed until May 18, 2030.

 

Annual fees are currently charged to each riverboat project as follows:

 

 

•

$50,000 per year for the first year and $100,000 for each year thereafter; and

 

•

21.5% of net gaming proceeds.

 

Additionally, each local government may charge a boarding fee or admissions tax. Treasure Chest pays the City of Kenner a fee of ($2.50 per passenger boarding the vessel multiplied by 1.2). Sam's Town Shreveport pays admission taxes of up to 5.5% of adjusted gross receipts to various local governmental bodies. Amelia Belle pays St. Mary Parish $1.4 million per year (subject to adjustment) as admission tax. Any increase in these fees or taxes could have a material and detrimental effect on the operations of Treasure Chest, Sam's Town and Amelia Belle.

 

Slot Facilities

 

The Slots Act allows for four separate "eligible facilities" to operate slot machines at live horse racing pari-mutuel facilities (one each in Calcasieu Parish, St. Landry Parish, Bossier Parish and Orleans Parish). Each facility, with the exception of Orleans Parish, may, upon proper licensure, operate slot machines in a designated gaming space of up to 1,632 gaming positions.

 

Gaming licenses and approvals of slot operations are issued by the Gaming Control Board, and are subject to revocation for any cause deemed reasonable by the Gaming Control Board. Our operation of slot machines at Delta Downs and Evangeline Downs is subject to strict regulation by the Gaming Control Board and the Louisiana State Police. Extensive regulations concerning accounting, internal controls, underage patrons and other aspects of slot machine operations have been promulgated by the Gaming Control Board. Failure to adhere to these rules and regulations can result in substantial fines and the suspension or revocation of the license to conduct slot machine operations. Any failure to comply with the Louisiana Gaming Control Board's rules or regulations in the future could ultimately result in the revocation of our license to operate slot machines at Delta Downs and Evangeline Downs.

 

Annual Fees and taxes currently charged Delta Downs and Old Evangeline Downs under the Slots Acts are as follows:

 

 

•

15% of the annual net slot machine proceeds are dedicated to supplement purses of the live horse race meets held at the facility;

 

•

3% of the annual net slot machine proceeds dedicated to horse breeders associations;

 

•

18.5% taxable net slot machine proceeds are paid to the state;

 

•

For Delta Downs, an admission tax of $0.25 per person attending live racing and off-track betting facilities only on those days when there are scheduled live races at its racetrack (currently Wednesdays through Saturdays) from the hours of 6:00 p.m. until 12:00 a.m. and during those periods when it is not conducting live racing (i.e., between race meetings) only on Thursdays through Mondays from the hours of 12:00 p.m. until 12:00 a.m.; and

 

•

For Evangeline Downs, an admission tax of $0.25 per person attending live racing and off-track betting facilities during those periods when it is conducting race meetings from one hour before post time until one hour after the conclusion of racing; during periods when it is not conducting race meetings, on all persons entering on Thursday through Monday from 12 p.m. until 12 a.m. each day.

 

Gaming Control Board

 

At any time, the Gaming Control Board may investigate and require the finding of suitability of any stockholder, beneficial stockholder, officer or director of Boyd Gaming or of any of its subsidiaries. The Gaming Control Board requires all holders of more than a 5% interest in the license holder to submit to suitability requirements. Additionally, if a shareholder who must be found suitable is a corporate or partnership entity, then the shareholders or partners of the entity must also submit to investigation. The sale or transfer of more than a 5% interest in any riverboat or slot project is subject to Gaming Control Board approval.

 

 
 

 

Pursuant to the regulations promulgated by the Gaming Control Board, all licensees are required to inform the Gaming Control Board of all debt, credit, financing and loan transactions, including the identity of debt holders. Our subsidiaries, Treasure Chest Casino, L.L.C., Boyd Racing, L.L.C., Red River Entertainment of Shreveport, L.L.C. (Sam's Town Shreveport), The Old Evangeline Downs, LLC and Belle of Orleans, LLC (Amelia Belle) are licensees and are subject to these regulations. In addition, the Gaming Control Board, in its sole discretion, may require the holders of such debt securities to file applications and obtain suitability certificates from the Gaming Control Board. Although the Riverboat Act and the Slots Act do not specifically require debt holders to be licensed or to be found suitable, the Gaming Control Board retains the discretion to investigate and require that any holders of debt securities be found suitable under the Riverboat Act or the Slots Act. Additionally, if the Gaming Control Board finds that any holder exercises a material influence over the gaming operations, a suitability certificate will be required. If the Gaming Control Board determines that a person is unsuitable to own such a security or to hold such an indebtedness, the Gaming Control Board may propose any action which it determines proper and necessary to protect the public interest, including the suspension or revocation of the license. The Gaming Control Board may also, under the penalty of revocation of license, issue a condition of disqualification naming the person(s) and declaring that such person(s) may not:

 

 

•

receive dividends or interest in debt or securities;

 

•

exercise directly or through a nominee a right conferred by the securities or indebtedness; receive any remuneration from the licensee;

 

•

receive any economic benefit from the licensee; or

 

•

continue in an ownership or economic interest in a licensee or remain as a manager, director or partner of a licensee.

 

Any violation of the Riverboat Act, the Slots Act or the rules promulgated by the Gaming Control Board could result in substantial fines, penalties (including a revocation of the license) and criminal actions. Additionally, all licenses and permits issued by the Gaming Control Board are revocable privileges and may be revoked at any time by the Gaming Control Board.

 

Live Horse Racing

 

Pari-mutuel betting and the conducting of live horse race meets in Louisiana are strictly regulated by the Louisiana State Racing Commission, which we refer to as the Racing Commission. The Racing Commission is comprised of thirteen members and is domiciled in New Orleans, Louisiana. In order to be approved to conduct a live race meet and to operate pari-mutuel wagering (including off-track betting), an applicant must show, among other things:

 

 

•

racing experience;

 

•

financial qualifications;

 

•

moral and financial qualifications of applicant and applicant's partners, officers and officials;

 

•

the expected effect on the breeding and horse industry;

 

•

the expected effect on the State's economy; and

 

•

the hope of financial success.

 

In May 2001, a subsidiary of Boyd Gaming applied for and received approval from the Racing Commission to buy Delta Downs. Approval was also granted to conduct live race meets and to operate pari-mutuel wagering at the Delta Downs facility and to conduct off-track wagering at Delta Downs. The term of each of these licenses is ten years and they renew annually.

 

In April 2002, Peninsula Gaming (now a subsidiary of Boyd Gaming) applied for and received approval from the Racing Commission to buy Evangeline Downs. Approval was also granted to conduct live race meets and to operate pari-mutuel wagering at the Evangeline Downs facility and to conduct off-track wagering at Evangeline Downs and other locations. The term of each of these licenses is ten years and they renew annually.

 

Any alteration in the regulation of riverboat casinos, slot machine operations at certain racetracks, or live racing facilities could have a material adverse effect on the operations of Treasure Chest, Delta Downs, Sam's Town Shreveport, Amelia Belle Casino or Evangeline Downs.

 

In 2018, voters in 47 of the 64 parishes approved daily fantasy games. The Louisiana legislature did not pass the required regulatory legislation until 2020 in Act 141.  Fantasy sports in Louisiana launched in 2021.

 

In 2018, Louisiana passed Act 469 that authorized the 15 riverboat casinos to move 1,200 feet onto land from their designated berth space.  Act 469 also replaced the limit of 30,000 square feet of gambling space per riverboat with a cap of 2,365 gaming positions.  Rules have been developed to facilitate this on shore move. The Company constructed a new land-based facility in Kenner, Louisiana, which moved our Treasure Chest Casino operations from a riverboat to a new land-based casino. The new land-based casino opened June 6, 2024.

 

On November 3, 2020, voters in 55 of the 64 parishes approved sports betting in Louisiana.  In 2021 the regulatory framework for sports betting was passed in Acts 80, 440, and 435. Retail sports wagering went live in October 2021 and mobile sports wagering went live in February 2022.

 

In 2021, Act 437 authorized historical horse racing machines (HHRs) to be regulated by the Louisiana State Racing Commission. The first historical horse racing machines in Louisiana went live in 2022. In March 2025 the Louisiana Supreme Court ruled that the 2021 law authorizing historical horse racing machines was unconstitutional, thereby making it illegal to operate historical horse racing machines in Louisiana. Accordingly, we ceased all historical horse racing operations at our Louisiana properties in March 2025.

 

 
 

 

Mississippi

 

The ownership and operation of casino gaming facilities in the State of Mississippi, such as those at IP Biloxi, are subject to extensive state and local regulation, but primarily the licensing and regulatory control of the Mississippi Gaming Commission, or the Mississippi Commission.

 

The Mississippi Gaming Control Act, or the Mississippi Act, is similar to the Nevada Gaming Control Act. The Mississippi Commission has adopted regulations that are also similar in many respects to the Nevada gaming regulations.

 

The laws, regulations and supervisory procedures of the Mississippi Commission are based upon declarations of public policy that are concerned with, among other things:

 

 

•

the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;

 

•

the establishment and maintenance of responsible accounting practices and procedures;

 

•

the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing for reliable record keeping and requiring the filing of periodic reports with the Mississippi Commission;

 

•

the prevention of cheating and fraudulent practices;

 

•

providing a source of state and local revenues through taxation and licensing fees; and

 

•

ensuring that gaming licensees, to the extent practicable, employ Mississippi residents.

 

The regulations are subject to amendment and interpretation by the Mississippi Commission. We believe that our compliance with the licensing procedures and regulatory requirements of the Mississippi Commission will not affect the marketability of our securities. Changes in Mississippi laws or regulations may limit or otherwise materially affect the types of gaming that may be conducted and such changes, if enacted, could have an adverse effect on us and our business, financial condition and results of operations.

 

The Mississippi Act provides for legalized gaming in each of the fourteen counties that border the Gulf Coast or the Mississippi River, but only if the voters in the county have not voted to prohibit gaming in that county. Currently, gaming is permissible in nine of the fourteen eligible counties in the state and gaming operations have commenced in seven counties. Traditionally, Mississippi law required gaming vessels to be located on the Mississippi River or on navigable waters in eligible counties along the Mississippi River, or in the waters lying south of the counties along the Mississippi Gulf Coast. However, the Mississippi Legislature amended the Mississippi Act to permit licensees in the three counties along the Gulf Coast to establish casino structures that are located in whole or part on shore and land-based casino operations provided the land-based gaming areas do not extend inland more than 800 feet beyond the nineteen-year mean high water line, except in Harrison County where the 800-foot limit can be extended as far inland as the greater of 800 feet beyond the 19 year mean high water line or the southern boundary of Highway 90. Due to another change in the interpretation of the Mississippi Act, the Commission has also permitted licensees in approved Mississippi River counties to conduct gaming operations on permanent structures, provided that the majority of the gaming floor in any such structure is located on the river side of the "bank full" line of the Mississippi River.

 

Our IP Biloxi casino is located on permanent structures elevated above the Back Bay of Biloxi. Sam's Town Tunica ceased all operations and closed permanently on November 9, 2025.

 

The Mississippi Act permits unlimited stakes gaming on a 24-hour basis and does not restrict the number of gaming positions or percentage of space which may be utilized for gaming. The Mississippi Act permits substantially all traditional casino games and gaming devices and race books and sports pools. While sports and race book wagering is permitted, such wagers may be made only while the patron is located on the property of a licensed gaming establishment.

 

We and any subsidiary of ours that operates a casino in Mississippi (each a “Gaming Subsidiary” and together, the “Gaming Subsidiaries”) are subject to the licensing and regulatory control of the Mississippi Commission. We are registered under the Mississippi Act as a publicly traded corporation, or a Registered Corporation, of Boyd Biloxi, LLC, the owner and operator of IP Biloxi. As a Registered Corporation, we are required periodically to submit detailed financial and operating reports to the Mississippi Commission and furnish any other information the Mississippi Commission may require. If we are unable to continue to satisfy the registration requirements of the Mississippi Act, we and any Gaming Subsidiary cannot own or operate gaming facilities in Mississippi. No person may become a stockholder of or receive any percentage of profits from a licensed subsidiary of a Registered Corporation without first obtaining licenses and approvals from the Mississippi Commission. We have obtained such approvals in connection with the licensing of IP Biloxi.

 

 
 

 

A Gaming Subsidiary must maintain a gaming license from the Mississippi Commission to operate a casino in Mississippi. Such licenses are issued by the Mississippi Commission subject to certain conditions, including continued compliance with all applicable state laws and regulations. There are no limitations on the number of gaming licenses that may be issued in Mississippi. Gaming licenses require the payment of periodic fees and taxes, are not transferable, are issued for a three-year period and must be renewed periodically thereafter. Sam's Town Tunica's current gaming license expires on December 3, 2025, and IP Biloxi’s gaming license expires on October 3, 2026.

 

Certain of our officers and employees and the officers, directors and certain key employees of IP Biloxi must be found suitable or approved by the Mississippi Commission. We believe that we have obtained, applied for or are in the process of applying for all necessary findings of suitability with respect to Boyd Gaming and IP Biloxi, although the Mississippi Commission, in its discretion, may require additional persons to file applications for findings of suitability. In addition, any person having a material relationship or involvement with us may be required to be found suitable, in which case those persons must pay the costs and fees associated with such investigation. The Mississippi Commission may deny an application for a finding of suitability for any cause that it deems reasonable. Changes in certain licensed positions must be reported to the Mississippi Commission. In addition to its authority to deny an application for a finding of suitability, the Mississippi Commission has jurisdiction to disapprove a change in any corporate position or title and such changes must be reported to the Mississippi Commission. The Mississippi Commission has the power to require us and our Gaming Subsidiaries to suspend or dismiss officers, directors and other key employees or sever relationships with other persons who refuse to file appropriate applications or whom the authorities find unsuitable to act in such capacities. Determination of suitability or questions pertaining to licensing are not subject to judicial review in Mississippi.

 

At any time, the Mississippi Commission has the power to investigate and require the finding of suitability of any record or beneficial stockholder of Boyd Gaming. The Mississippi Act requires any person who acquires more than five percent of any class of voting securities of a Registered Corporation, as reported to the Securities and Exchange Commission, or SEC, to report the acquisition to the Mississippi Commission, and such person may be required to be found suitable. Also, any person who becomes a beneficial owner of more than ten percent of any class of voting securities of a Registered Corporation, as reported to the SEC, must apply for a finding of suitability by the Mississippi Commission and must pay the costs and fees that the Mississippi Commission incurs in conducting the investigation. If a stockholder who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners.

 

The Mississippi Commission generally has exercised its discretion to require a finding of suitability of any beneficial owner of five percent or more of any class of voting securities of a Registered Corporation. However, under certain circumstances, an “institutional investor,” as defined in the Mississippi Commission's regulations, which acquires more than ten percent, but not more than twenty-five percent, of the voting securities of a Registered Corporation may apply to the Mississippi Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of the board of directors of the Registered Corporation, any change in the corporate charter, bylaws, management, policies or operations, or any of its gaming affiliates, or any other action which the Mississippi Commission finds to be inconsistent with holding the voting securities for investment purposes only. Activities which are not deemed to be inconsistent with holding voting securities for investment purposes include:

 

 

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voting on all matters voted on by stockholders;

 

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making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in management, policies or operations; and

 

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such other activities as the Mississippi Commission may determine to be consistent with such investment intent.

 

Any person who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered to do so by the Mississippi Commission may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any person found unsuitable and who holds, directly or indirectly, any beneficial ownership of our securities beyond such time as the Mississippi Commission prescribes, may be guilty of a misdemeanor. We may be subject to disciplinary action if, after receiving notice that a person is unsuitable to be a stockholder or to have any other relationship with us or any Gaming Subsidiary owned by us, the company involved:

 

 

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pays the unsuitable person any dividend or other distribution upon such person's voting securities;

 

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recognizes the exercise, directly or indirectly, of any voting rights conferred by securities held by the unsuitable person;

 

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pays the unsuitable person any remuneration in any form for services rendered or otherwise, except in certain limited and specific circumstances; or

 

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fails to pursue all lawful efforts to require the unsuitable person to divest himself of the securities, including, if necessary, the immediate purchase of the securities for cash at a fair market value.

 

 
 

 

We may be required to disclose to the Mississippi Commission, upon request, the identities of the holders of our debt or other securities. In addition, under the Mississippi Act, the Mississippi Commission, in its discretion, may require the holder of any debt security of a Registered Corporation to file an application, be investigated and be found suitable to own the debt security if the Mississippi Commission has reason to believe that the ownership of the debt security by the holder would be inconsistent with the declared policies of the State of Mississippi.

 

Although the Mississippi Commission generally does not require the individual holders of obligations such as notes to be investigated and found suitable, the Mississippi Commission retains the discretion to do so for any reason, including but not limited to, a default, or where the holder of the debt instruments exercises a material influence over the gaming operations of the entity in question. Any holder of debt securities required to apply for a finding of suitability must pay all investigative fees and costs of the Mississippi Commission in connection with such an investigation.

 

If the Mississippi Commission determines that a person is unsuitable to own a debt security, then the Registered Corporation maybe sanctioned, including the loss of its approvals, if without the prior approval of the Mississippi Commission, it:

 

 

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pays to the unsuitable person any dividend, interest, or any distribution whatsoever;

 

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recognizes any voting right by the unsuitable person in connection with those securities;

 

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pays the unsuitable person remuneration in any form; or

 

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makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction.

 

Each Gaming Subsidiary must maintain in Mississippi a current ledger with respect to the ownership of its equity securities, and we must maintain in Mississippi a current list of our stockholders which must reflect the record ownership of each outstanding share of any class of our equity securities. The ledger and stockholder lists must be available for inspection by the Mississippi Commission at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Mississippi Commission. A failure to make such disclosure may be grounds for finding the record holder unsuitable. We must also render maximum assistance in determining the identity of the beneficial owner.

 

The Mississippi Act requires that the certificates representing securities of a Registered Corporation bear a legend indicating that the securities are subject to the Mississippi Act and the regulations of the Mississippi Commission. We have received from the Mississippi Commission a waiver of this legend requirement. The Mississippi Commission has the power to impose additional restrictions on the holders of our securities at any time.

 

Substantially all material loans, leases, sales of securities and similar financing transactions by a Registered Corporation or a Gaming Subsidiary must be reported to or approved by the Mississippi Commission. A Gaming Subsidiary may not make a public offering of its securities but may pledge or mortgage its casino facilities. A Registered Corporation may not make a public offering of its securities without the prior approval of the Mississippi Commission if any part of the proceeds of the offering is to be used to finance the construction, acquisition or operation of gaming facilities in Mississippi or to retire or extend obligations incurred for those purposes. Such approval, if given, does not constitute a recommendation or approval by the Mississippi Commission of the investment merits of the securities subject to the offering. We have received a waiver of the prior approval requirement with respect to public offerings and private placements of securities, subject to certain conditions, including the ability of the Mississippi Commission to issue a stop order with respect to any such offering if the staff determines it would be necessary to do so.

 

Under the regulations of the Mississippi Commission, a Gaming Subsidiary may not guarantee a security issued by an affiliated company pursuant to a public offering, or pledge its assets to secure payment or performance of the obligations evidenced by the security issued by the affiliated company, without the prior approval of the Mississippi Commission. A pledge of the stock of a Gaming Subsidiary and the foreclosure of such a pledge are ineffective without the prior approval of the Mississippi Commission. Moreover, restrictions on the transfer of an equity security issued by a Gaming Subsidiary or its holding companies and agreements not to encumber such securities are ineffective without the prior approval of the Mississippi Commission. We have obtained approvals from the Mississippi Commission for such guarantees, pledges and restrictions in connection with offerings of securities, subject to certain restrictions, but we must obtain separate prior approvals from the Mississippi Commission for pledges and stock restrictions in connection with certain financing transactions. Moreover, the regulations of the Mississippi Commission require us to file a Loan to Licensees and Lease Transaction Report with the Mississippi Commission within thirty (30) days following certain financing transactions and the offering of certain debt securities. If the Mississippi Commission were to deem it appropriate, the Mississippi Commission could order any such transaction rescinded.

 

 
 

 

Changes in control of us through merger, consolidation, acquisition of assets, management or consulting agreements or any act or conduct by a person by which he or she obtains control, may not occur without the prior approval of the Mississippi Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Mississippi Commission in a variety of stringent standards prior to assuming control of the Registered Corporation. The Mississippi Commission also may require controlling stockholders, officers, directors, and other persons having a material relationship or involvement with the entity proposing to acquire control to be investigated and found suitable as part of the approval process relating to the transaction.

 

The Mississippi legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and other corporate defense tactics that affect corporate gaming licensees in Mississippi and Registered Corporations may be injurious to stable and productive corporate gaming. The Mississippi Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Mississippi's gaming industry and further Mississippi's policy to:

 

 

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assure the financial stability of corporate gaming operators and their affiliates;

 

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preserve the beneficial aspects of conducting business in the corporate form; and

 

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promote a neutral environment for the orderly governance of corporate affairs.

 

Approvals are, in certain circumstances, required from the Mississippi Commission before a Registered Corporation may make exceptional repurchases of voting securities (such as repurchases which treat holders differently) in excess of the current market price and before a corporate acquisition opposed by management can be consummated. Mississippi's gaming regulations also require prior approval by the Mississippi Commission of a plan of recapitalization proposed by the Registered Corporation's board of directors in response to a tender offer made directly to the Registered Corporation's shareholders for the purpose of acquiring control of the Registered Corporation.

 

Neither we nor any Gaming Subsidiary may engage in gaming activities in Mississippi while also conducting gaming operations outside of Mississippi without approval of, or a waiver of such approval by, the Mississippi Commission. The Mississippi Commission may require determinations that, among other things, there are means for the Mississippi Commission to have access to information concerning the out-of-state gaming operations of us and our affiliates. We previously have obtained, or otherwise qualified for, a waiver of foreign gaming approval from the Mississippi Commission for operations in other jurisdictions in which we conduct gaming operations and will be required to obtain approval or a waiver of such approval from the Mississippi Commission prior to engaging in any additional future gaming operations outside of Mississippi; provided, however, that upon notice to the Mississippi Commission within thirty days of conducting such activity, such a waiver shall be deemed automatically granted under the Mississippi Commission's regulations in connection with foreign gaming activities (except for internet gaming activities) conducted (i) within the fifty (50) states or any territory of the United States, (ii) on board any cruise ship embarking from a port located therein, and (iii) in any other jurisdiction in which a casino operator's license or its equivalent is not required in order to legally conduct gaming operations.

 

If the Mississippi Commission were to determine that we or our Gaming Subsidiaries had violated a gaming law or regulation, the Mississippi Commission could limit, condition, suspend or revoke our approvals and the license of such Gaming Subsidiary, subject to compliance with certain statutory and regulatory procedures. In addition, we, the Gaming Subsidiary and the persons involved could be subject to substantial fines for each separate violation. Because of such a violation, the Mississippi Commission could attempt to appoint a supervisor to operate the casino facilities. Limitation, conditioning or suspension of any gaming license or approval or the appointment of a supervisor could (and revocation of any gaming license or approval would) materially adversely affect us and our business, financial condition and results of operations.

 

License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Mississippi, to the Mississippi Commission and to the counties and cities in which a Gaming Subsidiary's operations are conducted. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually. Generally, gaming fees and taxes are based upon the following:

 

 

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a percentage of the gross gaming revenues received by the casino operation;

 

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the number of gaming devices operated by the casino; or

 

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the number of table games operated by the casino.

 

The gaming operator license fees payable to the State of Mississippi include an annual license fee of $5,000, plus a monthly license fee based upon “gaming receipts” (generally defined as gross receipts less payouts to customers as winnings), and the current maximum tax rate imposed by the State of Mississippi is eight percent of all gaming receipts in excess of $134,000 per month. The foregoing license fees we pay are allowed as a credit against our Mississippi income tax liability for the year paid. Additionally, there is an annual license fee payable by us to the state equal to $81,200 plus $100 for each game in excess of thirty-five games on the casino floor. Moreover, the Mississippi Commission assesses IP Biloxi with an annual investigative fee of up to $300,000, which is based on the number of gaming devices on the property. The gross revenues fee imposed by the City of Biloxi in which IP Biloxi is located equals approximately four percent of the gaming receipts.

 

 
 

 

The Mississippi Commission's regulations require as a condition of licensure that a project include a 500-car or larger parking facility in close proximity to the casino complex, a 300-room or larger hotel of at least a three diamond rating as defined by an acceptable travel publication as determined by the Mississippi Commission, a restaurant capable of seating at least 200 people and a fine dining facility capable of seating at least 75 people, a casino floor of at least 40,000 square feet and have (or support) an amenity that will be unique to the market, encourage economic development and promote tourism. Unless waived, such regulations apply to new casinos or acquisitions of closed casinos. IP Biloxi was grandfathered under a prior version of the regulation and thus is exempt from the current regulation’s requirements.

 

The sale of alcoholic beverages by IP Biloxi is subject to licensing, control and regulation by both the local jurisdiction and the Alcoholic Beverage Control Division, or ABC, of the Mississippi Department of Revenue. IP Biloxi is located in an area designated as a special resort area, which allows the property to serve alcoholic beverages on a 24-hour basis. If the ABC laws are violated, the ABC has the full power to limit, condition, suspend or revoke any license for the serving of alcoholic beverages or to place such licensee on probation with or without conditions. Any such disciplinary action could (and revocation would) have a significant adverse effect upon us and our business, financial condition and results of operations. Certain of our officers and managers at IP Biloxi must be investigated by the ABC in connection with our liquor permits and changes in certain key positions must be approved by the ABC.

 

In 2018, the Mississippi Legislature enacted legislation establishing a statewide lottery. The sale of lottery tickets is subject to the licensing, control and regulation of the Mississippi Lottery Corporation. IP Biloxi has obtained a retailer permit for the sale of lottery tickets at the casino property.

 

After PASPA was overturned in May 2018, the Mississippi Commission promulgated rules authorizing retail and on-property mobile sports wagering. Sports wagering was interpreted to fall under the gaming activities permitted by state law, eliminating the need for the authorizing legislation. In August 2018 sports wagering launched in Mississippi.

 

Missouri

 

Conducting gambling activities and operating a riverboat gaming facility in Missouri are subject to extensive regulation under Missouri’s Riverboat Gambling Act and the rules and regulations promulgated thereunder. The Missouri Gaming Commission (the “Commission”) was created by the Missouri Riverboat Gambling Act and is charged with regulatory authority over riverboat gaming operations in Missouri, including the issuance of gaming licenses to owners, operators, suppliers and certain affiliates of riverboat gaming facilities. In August 2018, the Commission issued Boyd Gaming Corporation a Class A riverboat gaming license in connection with its proposed acquisition of Ameristar Casino Kansas City, LLC and Ameristar Casino St. Charles, LLC. In addition, the Commission approved the company’s petition for approval of transfer of interest and change in control to allow for the proposed acquisition to close in October 2018. This acquisition resulted in the company operating two casino properties in Missouri, one in Kansas City and one in St. Charles, through these acquired subsidiaries. Each of the acquired subsidiaries maintains a Class B riverboat gaming license issued by the Commission which allows for the operation of the casino properties.

 

In order to obtain a license to operate a riverboat gaming facility, the proposed operating business entity must complete a Riverboat Gaming Application form requesting a Class B License. In order to obtain a license to own and/or control a Class B Licensee as its ultimate holding company, a company must complete a Riverboat Gaming Application form requesting a Class A License. The Riverboat Gaming Application form is comprised of comprehensive questions regarding the nature and suitability of the applicant. Applicants who submit the Riverboat Gaming Application form requesting either a Class A or Class B License undergo an extensive background investigation by the Commission. In addition, each key person associated with the applicant (including directors, officers, managers and owners of a significant direct or indirect interest in the Class A or Class B License applicant) must complete a Key Person and Level 1 Application (Personal Disclosure Form 1) and undergo a substantial background investigation. Certain key business entities closely related to the applicant must undergo a similar application process and background check. An applicant for a Class A or Class B License will not receive or be allowed to retain a license if the applicant and its key persons, including key business entities, have not established and maintained good repute and moral character. No licensee shall either employ or contract with any person who has pled guilty to, or been convicted of, a felony, to perform any duties directly connected with the licensee’s privileges under a license granted by the Commission.

 

Each Class B License granted entitles a licensee to conduct gambling activities at a specific riverboat gaming operation. Each Class A License granted entitles the licensee to develop and operate a Class B licensee or, if authorized, multiple Class B licensees. The duration of both the Class A and Class B License initially runs for two one-year terms; thereafter, for four-year terms. In conjunction with the renewal of each license, the Commission requires the filing of a Riverboat Gaming Renewal Application form and renewal fees. In conjunction with each renewal, the Commission may conduct an additional investigation of the licensee with specific emphasis on new information provided in the Riverboat Gaming Renewal Application form. The Commission also possesses the right to periodically conduct a comprehensive investigation on any Class A, Class B, supplier or key person licensee since the date on which the last comprehensive investigation was conducted. The Commission also licenses the serving of alcoholic beverages on riverboats and related facilities operated by the Class A or Class B.

 

In determining whether to grant and allow the continued possession of a gaming license, the Commission considers the following factors, among others: (i) the integrity of the applicant; (ii) the types and variety of games the applicant may offer; (iii) the quality of the physical facility, together with improvements and equipment; (iv) the financial ability of the applicant to develop and operate the facility successfully; (v) the status of governmental actions required by the facility; (vi) the management ability of the applicant; (vii) compliance with applicable statutes, rules, charters and ordinances; (viii) the economic, ecological and social impact of the facility as well as the cost of public improvements; (ix) the extent of public support or opposition; (x) the plan adopted by the home dock city or county; and (xi) effects on competition.

 

A licensee is subject to the imposition of penalties, suspension or revocation of its license for any act that is injurious to the public health, safety, morals, good order and general welfare of the people of the State of Missouri, or that would discredit or tend to discredit the Missouri gaming industry or the State of Missouri, including without limitation: (i) failing to comply with or make provision for compliance with the legislation, the rules promulgated thereunder or any federal, state or local law or regulation; (ii) failing to comply with any rules, order or ruling of the Commission or its agents pertaining to gaming; (iii) receiving goods or services from a person or business entity who does not hold a supplier’s license but who is required to hold such license by the legislation or the rules; (iv) being suspended or ruled ineligible or having a license revoked or suspended in any state or gaming jurisdiction; (v) associating with, either socially or in business affairs, or employing persons of notorious or unsavory reputation or who have extensive police records, or who have failed to cooperate with any officially constituted investigatory or administrative body and would adversely affect public confidence and trust in gaming; (vi) employing in any Missouri gaming operation any person known to have been found guilty of cheating or using any improper device in connection with any gambling game; (vii) use of fraud, deception, misrepresentation or bribery in securing any license or permit issued pursuant to the legislation; (viii) obtaining any fee, charge or other compensation by fraud, deception or misrepresentation; and (ix) incompetence, misconduct, gross negligence, fraud, misrepresentation or dishonesty in the performance of the functions or duties regulated by the Missouri Riverboat Gambling Act.

 

 
 

 

Any transfer or issuance of ownership interests in a publicly held gaming licensee or its holding company that results in an entity or group of entities acting in concert owning, directly or indirectly, an aggregate ownership interest of 5% or more in the gaming licensee must be reported to the Commission within seven days. Further, any pledge or hypothecation of, or grant of a security interest in, 5% or more of the ownership interest in a publicly held gaming licensee or its holding company must be reported to the Commission within seven days. The Commission will impose certain licensing requirements upon a holder of an aggregate ownership interest of 5% or more in a publicly-traded Missouri Class A or Class B licensee, unless such holder applies for and obtains an institutional investor exemption in accordance with the Missouri gaming regulations. The Executive Director of the Commission may grant a waiver to an institutional investor that holds up to 10% of the outstanding equity of the Missouri licensee. The Commission itself may grant a waiver to an institutional investor that holds up to 20% of the outstanding equity of the Missouri licensee. No investor may increase holdings above 25% without triggering a change in control that requires prior approval by the Commission. The Commission may grant a petition to approve a change in control if the petitioner proves that (i) the transfer is in the best interest of the state of Missouri and would have no potential to affect suitability of the gaming operation; (ii) the transfer is not injurious to the public health, safety, morals, good order, or general welfare of the state; (iii) it would have no material negative competitive impact; and (iv) it would not potentially result in any significant negative changes in the financial condition of the licensee. In addition, any sale, transfer or lease of the Class B’s real estate (outside of the normal course of business) shall trigger a change in control that requires prior approval by the Commission. The petition to approve a change in control in such an instance will be considered by the Commission using the same criteria set forth above for an ownership interest change in control.

 

Every employee participating in a riverboat gaming operation must hold an occupational license. In addition, the Commission issues supplier’s licenses, which authorize the supplier licensee to sell or lease gaming equipment and supplies to any licensee involved in the operation of gaming activities. Class A and Class B licensees may not be licensed as suppliers.

 

Riverboat gaming activities may only be conducted on, or within 1,000 feet of the nearest edge of the main channel of, the Missouri River or Mississippi River. Minimum and maximum wagers on games are set by the licensee, and wagering may be conducted only with a cashless wagering system, whereby money is converted to tokens, electronic cards or chips that can only be used for wagering. No person under the age of 21 is permitted to wager, and wagers may only be taken from a person present on a licensed excursion gambling boat.

 

The Missouri Riverboat Gambling Act imposes a 21% wagering tax on adjusted gross receipts (generally defined as gross receipts less winnings paid to wagerers) from gambling games. The tax imposed is to be paid by the licensee to the Commission on the day after the day when the wagers were made. Of the proceeds of the wagering tax, 10% of such proceeds go to the local government where the home dock is located, and the remainder goes to the State of Missouri.

 

The Missouri Riverboat Gambling Act also requires that licensees pay a two-dollar admission tax to the Commission for each person admitted to each two hour synthetic gaming excursion; no Missouri casinos actually offer excursions currently. One dollar of the admission fee goes to the State of Missouri, and one dollar goes to the home dock city in which the licensee operates. The licensee is required to maintain public books and records clearly showing amounts received from admission fees, the total amount of gross receipts and the total amount of adjusted gross receipts. In addition, all local income, earnings, use, property and sales taxes are applicable to licensees.

 

Our Ameristar properties in Missouri opened retail sportsbooks on December 1, 2025, pursuant to rules and regulations adopted by the Missouri Gaming Commission as result of the November 2024 adoption of a constitutional amendment to authorize sports wagering.  The initiative that amended the Missouri Constitution to authorize retail sports wagering at casinos and certain areas in professional sports districts also authorizes each casino owner and certain professional sports teams to have one statewide interactive sports wagering license.  The Company, through its affiliates and subsidiaries, also has one statewide interactive sports wagering license in Missouri that is operated by a third-party sports wagering platform provider

 

The State of Missouri has seen an increase in illegal and “gray” market gaming which can have an impact on our casino operations there. There has been significant expansion in “No Chance Game” devices or NCGs which resemble slot machines but purport to fall outside of Missouri’s definition of illegal gaming. There have been lawsuits in various municipalities in Missouri to determine the illegality of NCGs.  A Franklin County lawsuit determined that NCGs were illegal gaming yet various similar lawsuits brought by other prosecutors have been dismissed.  No definitive state-wide law or court precedent has developed to clarify the illegality of NCGs. As the Missouri Gaming Commission only maintains jurisdiction over legal gaming, there have been issues across the state with inconsistent enforcement of the state statute on illegal gaming allowing for both NCGs and clearly illegal games to spread.  The Missouri Gaming Association along with various general assembly members have proposed and supported bills to allow for greater clarity and enforcement of NCGs and illegal games.  For the past four years, these bills have not passed, in part due to opposition to various groups pushing for video lottery terminals or other forms of distributed gaming in Missouri. 

 

In addition to the bills regarding illegal gaming, from time to time, there have been several proposed bills pending before the Missouri General Assembly or through initiative petition which, individually or in combination, if adopted, would (1) adjust the amount of wagering tax imposed on adjusted gross receipts of licensees (2) allow for a ballot measure to amend the Missouri Constitution to allow additional riverboat gaming facilities with a focus on additional casinos at or near the Lake of the Ozarks and/or (3) establish the Missouri Video Lottery Control Act which would authorize video gaming terminals in bars, restaurants, veterans/fraternal halls and truck stops similar to the Illinois Video Gaming Act. Currently, there are numerous bills pending before the Missouri General Assembly for the expansion of gaming in the state. 

 

Iowa

 

Our Diamond Jo and Diamond Jo Worth operations are subject to Chapters 99D and 99F of the Iowa Code and the regulations promulgated under those Chapters, and the licensing and regulatory control of the Iowa Racing and Gaming Commission (“IRGC” or “Commission”). Our licenses held by Diamond Jo, LLC (“DJL”) and Diamond Jo Worth, LLC, (“DJW”) are subject to annual renewal and are further dependent upon successful annual license renewal of our respective “qualified sponsoring organizations,” Dubuque Racing Association, Ltd. (“DRA”) and Worth County Development Authority (“WCDA”).

 

The legislation permitting gambling in Iowa authorizes the granting of licenses to conduct gambling games to “qualified sponsoring organizations.” A “qualified sponsoring organization” is defined as a nonprofit corporation organized under Iowa law, whether or not exempt from federal taxation, or a person or association that can show to the satisfaction of the Commission that the person or association is eligible for exemption from federal income taxation under Sections 501(c)(3), (4), (5), (6), (7), (8), (10) or (19) of the Internal Revenue Code. Such nonprofit corporation may operate the excursion gambling boat or gambling structure itself, or it may enter into an agreement with another operator to operate the boat or structure on its behalf. An operator must be approved and licensed by the Commission.

 

 
 

 

Diamond Jo, LLC & Dubuque Racing Association, Ltd.

 

DRA, a nonprofit corporation originally organized for the purpose of operating a pari-mutuel greyhound racing facility in Dubuque, Iowa, first received an excursion gambling boat license in 1990 and has been licensed as the “qualified sponsoring organization” of the Diamond Jo Casino since March 18, 1993. DRA entered into an operating agreement (the “DRA Operating Agreement”) with Greater Dubuque Riverboat Entertainment Company, L.C., the previous owner and operator of the Diamond Jo Casino, authorizing Greater Dubuque Riverboat Entertainment Company, L.C. to operate excursion gambling boat gaming operations in Dubuque. The Commission approved the DRA Operating Agreement on March 18, 1993. Our licensed operator DJL assumed the rights and obligations of Greater Dubuque Riverboat Entertainment Company, L.C. under the DRA Operating Agreement.

 

During 2005, the DRA Operating Agreement was amended to provide for, among other things, the extension of the agreement through December 31, 2018. The Agreement also authorized the DRA to operate up to 1,500 gaming positions at Mystique, a greyhound racetrack that DRA operates under a separate license. On November 13, 2014, the Commission approved a request by DRA to conduct gambling games at a gambling structure instead of a racetrack enclosure effective January 1, 2015. This change was in response to a 2014 statutory amendment allowing DRA to maintain a license to conduct gambling games at Mystique without the requirement of scheduling performances of live dog races. DJL pays the DRA 4.5% of DJL’s adjusted gross receipts (the gross receipts less winnings paid to wagerers) from gaming operations of DJL. In 2017, the DRA and DJL executed an Amended and Restated Operating Agreement, effective January 1, 2019, that extends the term through December 31, 2030.

 

In 2007, DJL entered into an Amended and Restated Port of Dubuque Public Parking Facility Development Agreement with the City of Dubuque, Iowa (“the City”). Pursuant to that agreement, DJL agreed to and has now completed construction of a land-based casino of not less than one hundred forty thousand (140,000) square feet of floor space. DJL is obligated to pay the full property taxes on the casino development and valuation of the property is subject to a minimum assessment agreement. DJL further agreed to escrow funds for the City to construct a parking facility. The parking garage has been completed and DJL is obligated to pay the reasonable and necessary actual operating costs incurred by the City for the operation, security, repair and maintenance of that Public Parking Facility and to contribute $80 per parking space (adjusted by the Consumer Price Index) annually to a Sinking Fund from which certain of those expenses are withdrawn. As part of that agreement, the City agreed to make the parking garage available for public use 24 hours/day and 7 days/week subject to certain emergency situations. The parking garage was largely funded through tax increment financing over a 30-year period and the parking agreement between the City and DJL continues for the life of the Public Parking Facility. The development agreement was amended June 11, 2009 to provide parking privileges in the public parking facility for DJL’s customer valet parking and for certain management personnel. The amended agreement terminates June 18, 2029.

 

Diamond Jo Worth, LLC & Worth County Development Authority

 

The WCDA, a nonprofit corporation, was organized on July 14, 2003 for the purpose of serving as a “qualified sponsoring organization” for an excursion gambling boat licensed in Worth County, Iowa. Pursuant to an operating agreement with the WCDA (the “WCDA Operating Agreement”), DJW is entitled to own and operate a gambling facility in Worth County, Iowa. As the “qualified sponsoring organization” for DJW, WCDA receives 5.76% of DJW’s adjusted gross receipts from gaming operations. An Amendment to the WCDA Operating Agreement was entered into on October 7, 2014 and was approved by the Commission on November 13, 2014. This First Amendment to Amended and Restated Operator’s Agreement provided for a continuation of the operating agreement until March 31, 2025 with DJW having the right to renew for succeeding ten-year periods thereafter. In February 2025, DJW renewed its agreement with WCDA for another ten-year period that runs until March 31, 2035.

 

Under Iowa law, a license to conduct gaming may be issued in a county only if the county electorate has approved the gaming. The electorate of Dubuque County, Iowa, which includes the City of Dubuque, approved gaming on May 17, 1994, by referendum, with 80% of the electorate voting in favor of gaming conducted by DJL. The electorate of Worth County, Iowa, approved gaming on June 24, 2003, by referendum, including gaming conducted by DJW, with 75% of the electorate voting in favor. In 2011, the legislature amended the law to remove the requirement for referendums to be conducted every eight years if a proposition to operate gambling games is approved by a majority of the county electorate voting on the proposition in two successive elections. Because both Dubuque County and Worth County have had two successive referendums approving the proposition allowing for the operation of gambling games, no further referendums approving a proposition to operate gambling games are required for DJL and DJW.

 

Under Iowa law, the legal age for gaming is 21 years of age, and wagering on a “gambling game” is legal when conducted by a licensee on the gaming floor of an “excursion gambling boat” or a "gambling structure." An “excursion gambling boat” is an excursion boat or moored barge and a "gambling structure" is any man-made stationary structure that does not contain a race track and is approved by the Commission. A “gambling game” is any game of chance authorized by the Iowa Racing and Gaming Commission.

 

In July 1995, legislation was enacted requiring the Commission to cooperate with the gambler’s
self-exclusion program and to incorporate information regarding the program and its toll-free telephone number in printed materials distributed by the Commission. It also provided that, as a condition of licensing, the Commission could require licensees to have information on the program available in a conspicuous place.

 

Legislation enacted in May 2004, and subsequently amended in 2017, required licensees to establish a voluntarily exclusion program, whereby persons may voluntarily ban themselves from the gaming floor of all licensed facilities under Iowa Code Chapter 99F for an initial period of five years or life and that person can then make subsequent requests to be excluded from the gaming floor for five years or life. This process also requires the licensee to disseminate information regarding persons voluntarily excluded to all other licensees. The 2004 legislation also prohibited cash and credit devices in the wagering area or on the gaming floor and required that the CPA conducting the annual audit be selected by the board of supervisors of the licensee’s county and required that new operating agreements between a qualified sponsoring organization and an operator provide for a minimum distribution for charitable purposes to average at least three percent of the adjusted gross receipts for each license year.

 

A substantial amount of all resources and goods used in the operation of an excursion gambling boat must emanate from and be made in Iowa. Also, as a condition of granting a license, the licensee must make every effort to ensure a substantial number of staff and entertainers are Iowa residents and reserve a section for promotion and sale of arts, crafts, and gifts native to and made in Iowa.

 

Substantially all of DJL’s and DJW’s material transactions are subject to review and approval by the Commission. All contracts or business arrangements, verbal or written, with any related party or in which the term exceeds three years or the total value of the contract exceeds $100,000 in a calendar year are agreements that qualify for submission to and approval by the Commission subject to certain limited exceptions. The agreement must be submitted within 30 days of execution and approval must be obtained prior to implementation unless the agreement contains a written clause stating that the agreement is subject to Commission approval. Additionally, contracts negotiated between DJL or DJW and a related party must be accompanied by economic and qualitative justification.

 

 
 

 

We must submit detailed financial, operating and other reports to the Commission. We must file weekly gaming reports indicating adjusted gross receipts received from gambling games. Additionally, we and our qualified sponsoring organizations must file annual audited financial statements covering all financial activities related to our operations for each fiscal year. We must also keep detailed records regarding our equity structure and owners.

 

Iowa has a graduated wagering tax on excursion gambling boat and gambling structure gaming equal to 5% of the first one million dollars of adjusted gross receipts, 10% on the next two million dollars of adjusted gross receipts and 22% on adjusted gross receipts of more than three million dollars. In addition, Iowa excursion gambling boats and gambling structures share equally in costs of the Commission and related entities to administer gaming in Iowa.

 

Iowa legalized sports wagering and fantasy sports contests in 2019. Both DJL and DJW are licensed to operate sports wagering through retail sports books at our properties and through statewide mobile sports wagering platforms.

 

The Commission has approved both properties' use of third parties to operate their retail sports books and their statewide mobile sports wagering platforms. Both retail and online sports wagering launched in August 2019.

 

In February 2025, the Commission voted to issue a new casino license to the Linn County Gaming Association and Cedar Rapids Development Group for the $270 million Cedar Crossing Casino in Cedar Rapids, Iowa.  The casino is expected to open on or about December 31, 2026.  Cedar Rapids is approximately 62 miles from Dubuque and the opening of a casino there may impact DJL.

 

From time to time, various proposals have been introduced and may be introduced in future sessions of the Iowa legislature that, if enacted, would affect the taxation, regulation, operation or other aspects of the gaming industry or Boyd Gaming. Some of this legislation, if enacted, could adversely affect the gaming industry or Boyd Gaming, and no assurances can be given as to whether such legislation or similar legislation will be enacted.

 

If the Commission decides that a gaming law or regulation has been violated, the Commission has the power to assess fines, revoke, or suspend licenses or to take any other action as may be reasonable or appropriate to enforce the gaming rules and regulations. In addition, annual license renewal is subject to, among other things, continued satisfaction of suitability requirements.

 

We are required to notify the Commission as to the identity of, and may be required to submit background information regarding, each director, corporate officer and owner, partner, joint venture, trustee or any other person who has a beneficial interest, direct or indirect, in DJL or DJW. The Commission may also request that we provide them with a list of persons holding beneficial ownership interests in DJL or DJW. For purposes of these rules, “beneficial interest” includes all direct and indirect forms of ownership or control, voting power or investment power held through any contract, lien, lease, partnership, stockholding, syndication, joint venture, understanding, relationship, present or reversionary right, title or interest, or otherwise. The Commission may limit, condition, suspend or revoke the license of a licensee in which a director, corporate officer or holder of a beneficial interest is found to be ineligible as a result of want of character, moral fitness, financial responsibility, or professional qualifications or due to failure to meet other criteria employed by the Commission.

 

If the Commission were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with us or DJL or DJW, all relationships with such person would have to be severed. If any gaming authority, including the Commission, requires any person, including a holder of record or beneficial owner of securities or holder of a “beneficial interest", to be licensed, qualified or found suitable, the person must apply for a license, qualification or finding of suitability within the time period specified by the Commission. The person would be required to pay all costs of obtaining the license, qualification or finding of suitability. If a holder of record of or holder of a “beneficial interest” in the licensee is required to be licensed, qualified or found suitable and is not licensed, qualified or found suitable by the Commission within the applicable time period, membership interests or “beneficial interests” as the case may be, must be redeemed or transferred to a person or entity that is licensed, qualified or found suitable or the gaming license could be adversely affected, including revocation.

 

Kansas Gaming Regulation

 

On January 14, 2011, the State of Kansas gave its final approval to develop, construct and manage a casino in the South Central Gaming Zone. On December 17, 2011, the Kansas Racing and Gaming Commission (“KRGC”) gave its Final Certification to open the Kansas Star Casino, which then opened to the public on December 20, 2011. On October 15, 2012, the Kansas Lottery consented to and approved the assignment/transfer of the ownership and control of the Lottery Gaming Management Facility Contract (“Management Contract”) and the Kansas Star Casino to Boyd Gaming Corporation. On November 16, 2012, the KRGC issued its certification and approved Boyd Gaming Corporation as the Gaming Manager for the South Central Zone. Pursuant to the terms of the Management Contract, the State retains 22%-26% of gross gaming revenue, based on a tiered revenue structure. In addition, 3% is paid to the City of Mulvane and Sumner County and 2% is paid to the Problem Gaming and Addiction Grant Fund. Kansas Star Casino and the Kansas Lottery Commission entered into an agreement in July 2023 to revise and renew the Management Contract for an additional 15-year term commencing December 20, 2026. Kansas Star Casino receives the balance of gross gaming revenue, as well as all non-gaming revenue. Kansas Star Casino provides $1.5 million annually to a county fund to support education in the region and $100.00 to each Sumner County student grades K-12 for school supplies plus $1,000.00 to each Sumner County student pursuing post-secondary endeavors per the terms of the original Management Contract.

 

 
 

 

The state gaming regulations in Kansas provide for four (4) designated gaming zones, with a single state sanctioned casino to be located in each such zone. Kansas regulations authorize gaming operations through the execution of management contracts between the State of Kansas and commercial gaming managers. The Management Contract confers the exclusive right to manage a lottery gaming business in a designated gaming zone for a period of 15 years from commencement of operations. It provides the Lottery Gaming Facility Manager (the “Gaming Manager”) the right to own and develop all of the assets of the casino and related amenities (except for lottery facility games, including slot machines and table games) and manage the Lottery Gaming Facility on behalf of the State of Kansas. Subject to the approval of the Executive Director of the Kansas Lottery, the Gaming Manager purchases the lottery facility games on behalf of the State of Kansas and title to the lottery facility games is placed in the name of the State of Kansas for the duration of the Management Contract. If this Management Contract were to eventually expire, title to these games would be transferred to the Gaming Manager, if legally permitted, or the games would be sold and the State of Kansas would convey the residual value of such games to the Gaming Manager. The Management Contract also provides the Gaming Manager and the Kansas Lottery with discretion to renew the Management Contract or to negotiate a new Management Contract provided the new Management Contract contains substantially the same terms as contained in the existing Management Contract and compels the parties to negotiate in good faith. Kansas law additionally allows for the development of racetrack gaming facilities in three of the gaming zones, the Northeast Zone, the South Central Zone and the Southeast Zone. These facilities would be allowed to place up to 2,200 slot machines between the three tracks, provided the public in each Gaming Zone approved the expansion of gaming into racetrack facilities. On August 7, 2007, voters in Sedgwick County, Kansas rejected the expansion of gaming to the Wichita Greyhound Park in Park City, Kansas. The Wichita Greyhound Park is located in the South Central zone. Given the relatively high tax rate and race requirements for racetrack gaming facilities in Kansas, no proposals to establish slots at either of the other gaming zones have been received and the other two racetracks (the Woodlands in Kansas City, Kansas and Camptown in Frontenac, Kansas) have been closed for many years.

 

The Gaming Manager is subject to regulation by both the Kansas Lottery Commission and the KRGC. These regulations require the Gaming Manager to comply with strict operating, accounting and audit procedures. Additionally, pursuant to the Management Contract, the Executive Director of the Kansas Lottery has approval rights over certain operational areas such as advertising, promotions and marketing materials as well as the purchase, lease, sale or transfer of lottery facility games. Pursuant to the Expanded Lottery Gaming Act, the Gaming Manager, together with all officers, directors, key employees and persons owning directly or indirectly 0.5% or greater interest in a Gaming Manager are required to be certified by the KRGC. Such certification requires the Gaming Manager, entities and individuals to submit to a background investigation, and includes compliance with such security, fitness and background investigations and standards as the Executive Director of the KRGC deems necessary to determine whether such person’s reputation, habits or associations pose a threat to the public interest of the state or to the reputation of or effective regulation and control of the Lottery Gaming Facility or Racetrack Gaming Facility. The KRGC has the power to assess fines, revoke or suspend licenses or to take any other action it deems necessary to comply with Kansas laws, rules and regulations. The KRGC from time to time adopts regulations it considers necessary and appropriate.

 

Senate Bill 84 legalizing sports wagering and authorizing a Historical Horse Racing (HHR) machine facility to be developed in Sedgwick County was signed into law on May 12, 2022.  The enacted legislation authorizes retail and online wagering through commercial casinos pursuant to operating contracts with the Kansas Lottery Commission. Each casino can have up to three online skins, enter into up to 50 retailer partnerships, and can request an additional skin for a partnership with a professional sports team. Retail and online sports betting launched on September 1, 2022.  Senate Bill 84 also amended the Kansas Pari-Mutuel Racing Act to authorize a 1,000-unit HHR machine facility to be permitted in Sedgwick County, a key part of Kansas Star Casino’s gaming market in south central Kansas.  

 

The Company and Kansas Star Casino filed suit subsequent to the enactment of SB 84 under contractual rights and remedies included in its Lottery Facility Management Contract and the Kansas Expanded Lottery Act (KELA) related to exclusivity for commercial gaming in the South Central zone.  The State of Kansas, the Company and Boyd Gaming settled claims related to the matter in July 2023.

 

The Kansas Racing & Gaming Commission solicited applications for the HHR facility with a due date of February 28, 2023, and the Company submitted an application for its proposed Diamond Jo HHR facility in Park City, Kansas.  The Kansas Racing & Gaming Commission determined in July 2023 that the Company was ineligible to be awarded the HHR permit since it is located in the same gaming zone as our Kansas Star Casino and awarded the permit to another applicant.  That facility is located in Park City, Kansas, at the site of the former Wichita Greyhound Park and opened on December 15, 2025.

 

From time to time, various proposals have been introduced and may be introduced in future sessions of the Kansas legislature that, if enacted, would affect the taxation, regulation, operation or other aspects of the gaming industry or Boyd Gaming. Some of this legislation, if enacted, could adversely affect the gaming industry or Boyd Gaming, and no assurances can be given as to whether such legislation or similar legislation will be enacted.

 

 
 

 

Ohio Gaming Regulation

 

Ohio has eleven (11) gaming facilities. Four of these gaming facilities are casinos and subject to the Ohio Casino Control Commission. Casino gaming was authorized in Ohio on November 3, 2009 through a voter approved Constitutional Amendment (Issue 3). The other seven (7) gaming facilities conduct video lottery terminal sales and pari-mutuel wagering as described below.

 

Boyd Gaming Corporation, or its subsidiaries, does not conduct casino gaming in Ohio. Instead, Boyd, through a subsidiary, owns and operates Belterra Park Gaming. Belterra Park operates and conducts video lottery terminals ("VLTs") sales, and also conducts pari-mutuel wagering on horse racing. Belterra Park also sells traditional lottery games.

 

Video Lottery Terminals

 

VLT sales were authorized by House Bill 1 (effective 07/17/09) (the "Lottery Act"). The Governor at this time also issued an executive order authorizing VLTs at the seven (7) commercial racetracks (issued 08/18/09). Two of the VLT facilities are in Cuyahoga County with one of the facilities sharing a border with an adjoining county. Finally, one VLT facility is in each of the following counties: Franklin, Hamilton Mahoning, Montgomery, and Warren. The Lottery Act was subsequently amended by House Bill 386 (effective 06/11/12). The Lottery Act authorized Lottery to implement VLT sales and regulation through administrative code regulations which were originally effective on 08/18/09 (the "Lottery Regulations"). The Lottery Regulations have been amended numerous times since original enactment and can be found in Ohio Administrative Code Section 3770:2.

 

Currently, video lottery sales can only be conducted at a commercial horse racing facility that has been issued a permit by the Ohio State Racing Commission. The Ohio Lottery Commission ("Lottery") licenses and regulates VLTs at seven (7) facilities in the state including Belterra Park. Lottery regulation restricts the number of authorized video lottery licenses to seven (7) for ten years from the issuance of the first video lottery sales agent license. The first VLT facility opened on June 1, 2012.

 

To conduct VLT sales, an applicant must be issued a video lottery license as a video lottery sales agent. An applicant must pay applicable application and license fees. Each initial licensed video lottery licensee was required to invest $150 Million in the VLT and racing facilities.

 

A video lottery license is valid for three (3) years and Belterra Park's license expires on April 28, 2026. Annual disclosures are required. A license may be renewed by the Lottery. Video lottery licenses are not transferable for five years from the initial issuance of an operating license unless the Director permits a license transfer to protect the public interest and trust.

 

A video lottery sales agent receives 66.5% commission of video lottery terminal income through Lottery regulation. Up to 1% can be dedicated to support problem gaming also through Lottery Regulation.

 

Video lottery sales agent employees are required to be licensed prior to being involved in gaming activity. The Lottery has the following license categories for such employees: key gaming employees, gaming employees and non-gaming employees. Key gaming employees may be provided temporary licenses if approved by the Director.

 

No person may own, directly or indirectly, more than five (5) percent in a video lottery applicant or licensee without notice and ultimate approval by Lottery unless such person is a qualifying institutional investor. An institutional investor who owns five (5) percent to fifteen (15) percent may be exempt from suitability review upon submitting to the director sufficient documentation and certifications. However, the Director of the Lottery may determine that any person affiliated with a video lottery applicant or video lottery sales agent must submit to background checks and suitability reviews.

 

Lottery has authority to audit and inspect video lottery sales agent facilities. Belterra Park is required to comply with all aspects of the Lottery Act including all rules, regulations, policies and directives of the Lottery, and all terms and conditions of the license. Failure to comply may subject the video lottery sales agent's video lottery license to suspension or revocation, or monetary penalties.

 

If Lottery were to find an officer, director, key employee or other licensee or applicant unsuitable for licensing or unsuitable to continue having a relationship with Belterra Park, Belterra Park would have to sever all relationships with such person. In addition, the Lottery may require Boyd Gaming or Belterra Park to terminate the employment of any person who refuses to file appropriate applications.

 

Video lottery sales agents may only have twenty-five hundred (2,500) VLTs unless otherwise approved by the Director. Video lottery participants must be twenty one (21) to wager on video lottery terminals. Projected average return to video lottery participants must be eighty give (85) percent or more. Video lottery sales agents receive a commission of sixty-six and one-half (66.5) percent of video lottery terminal sales, but a portion goes to support problem gaming. Lottery keeps the remainder to support education of the state.

 

Pari-mutuel wagering

 

Pari-mutuel wagering on horse racing was first authorized in 1933 by the Ohio General Assembly. Commercial horse racing is permitted and regulated pursuant to Ohio Revised Code Chapter 3769 and Ohio Administrative Code Chapter 3769 (collectively the "Horse Racing Act"). The Horse Racing Act is dedicated to the protection, preservation and promotion of horse racing and its related industry.

 

 
 

 

The Ohio State Racing Commission ("Racing Commission") permits and regulates horse racing at seven (7) commercial facilities in the state which currently are at the same facilities as the VLT facilities. The Horse Racing Act requires a racing permit only for a corporation that holds, conducts, assists, or aid and abets in holding or conducting any meetings, at which horse racing is permitted for any stake, purse, or award. The Racing Commission licenses all industry participants and regulated pari-mutuel wagering.

 

To conduct pari-mutuel wagering at horse racing facilities, an applicant must be issued a permit annually. An applicant must pay applicable permit fees and applications are due by August 15 of each year for the upcoming calendar year. A permit may be renewed by the Racing Commission. Racing permits are not transferable without approval of the Racing Commission.

 

Persons participating in racing are required to be licensed by the Racing Commission.

 

The Racing Commission has authority to audit and inspect the racing facilities. Belterra Park is required to comply with all aspects of the Horse Racing Act including all rules, regulations, policies and directives of the Racing Commission, and all terms and conditions of the license. Failure to comply may subject the video lottery sales agent's video lottery license to suspension or revocation, or monetary penalties.

 

Ohio has taxed pari-mutuel wagering on horse racing since 1933. In 1981, the horse racing tax was expanded to include “exotic” wagering - meaning all bets made on placements other than win, place or show.

 

An additional tax on pari-mutuel wagering is also levied for the municipal corporation or township in which racing takes place, intended as a reimbursement for expenses incurred due to racing meets.

 

 

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Tax Base- The base of the tax includes the:

 

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Amount wagered each day on all pari-mutuel racing.

 

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Amount wagered each day on exotic bets.

 

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Total amount wagered at each horse racing meeting of a permit holder.

 

 

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Rates- Pari-mutuel wagering tax: The tax rates on daily pari-mutuel wagering are as follows:

 

 

Amount wagered daily           Rates

 

◦      First $200,000                1.0%

◦      Next $100,000                2.0%

◦      Next $100,000                3.0%

◦      Over $400,000                4.0%

 

In addition to the pari-mutuel tax, a special tax of 3.5% applies to daily wagering on results other than win, place or show. There is an additional pari-mutuel wagering tax as follows which is capped at $15,000 per meet:

 

     Total wagering per meet               Rates

 

◦      Less than $5 million       0.10%

◦      45 million or more          0.15%

 

Sports Wagering

 

Sports wagering was legalized in 2021 at commercial casinos and racinos, professional sports arenas, and at up to 19 other retail locations. Limited sports wagering can be offered via kiosks in licensed bars and restaurants. Statewide mobile sports wagering is authorized through casinos and racinos and professional sports franchises through partners. Belterra Park, through licensure and approval by the Ohio Casino Control Commission, holds a Type A Sports Gaming Proprietor License for statewide mobile sports wagering, and a Type B Sports Gaming Proprietor License for a retail sports book. Belterra Park, with the approval of the Ohio Casino Control Commission, has contracted with third parties as management services provider for the conduct of both statewide mobile sports wagering and retail sports wagering. Sports wagering launched in Ohio on January 1, 2023.

 

Liquor

 

Belterra Park is also subject to the jurisdiction and regulation of the Ohio Division of Liquor Control ("Liquor Control") for the liquor sales conducted at the property. Liquor Control issues permits to Belterra Park to conduct liquor sales and regulates liquor sales along with the Ohio Liquor Control Commission and the Ohio Department of Public Safety.

 

Changes in such laws, regulations and procedures could have an adverse effect on our gaming operations and our business, financial condition and results of operations.

 

 
 

 

Pennsylvania

 

The ownership and operation of casinos in Pennsylvania - including the Valley Forge Casino Resort that is owned and operated by our wholly-owned subsidiary, Valley Forge Convention Center Partners, LLC (the “PA Subsidiary”) - are subject to extensive state regulation under the Pennsylvania Race Horse Development and Gaming Act, as amended, (4 Pa. C.S. §§ 1101 et seq.) and the regulations set forth in Title 58, Part VII of the Pennsylvania Code, (collectively referred to herein as the “Pennsylvania Act”). The primary objective of the Pennsylvania Act is to protect the public through regulation and policing of all activities involving gaming. Secondary objectives of the Pennsylvania Act include the generation of license fees and tax revenue for state and local government, tourism promotion, economic development, and promotion of the horse racing industry.

 

The Pennsylvania Act vests the Pennsylvania Gaming Control Board (“PGCB”) with general and sole regulatory authority over the conduct of casino gaming and related activities, which includes interactive gaming and sports wagering under the amendments to the Pennsylvania Act enacted in 2017. The PGCB was formed in 2004 and consists of seven voting members; three of whom are appointed by the governor and four of whom are appointed by the leadership of the Pennsylvania General Assembly. The PGCB grants various licenses, certificates, and other approvals, including, without limitation:

 

 

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Slot machine licenses that authorize a holder to make slot machines available to play in accordance with the Pennsylvania Act;

 

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Table games operation certificates that authorize a holder to make table games available to play in accordance with the Pennsylvania Act;

 

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Interactive gaming certificates that authorize a holder to conduct interactive gaming directly or through a licensed interactive gaming operator in accordance with the Pennsylvania Act; and

 

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Sports wagering certificates that authorize a holder to conduct sports wagering directly or through a licensed sports wagering operator in accordance with the Pennsylvania Act.

 

A slot machine license and the three other certificates listed above are required for casinos to offer slot machines, table games, interactive games and sports wagering. Each license or certificate has statutory and regulatory conditions that applicants must satisfy by clear and convincing evidence. In addition, persons with material relationships to, or material involvement with Boyd Gaming or the PA Subsidiary, including officers, directors and certain key employees, are required to apply to the PGCB for and maintain principal licenses and key employee licenses in accordance with the Pennsylvania Act. Any person with a beneficial ownership interest in Boyd Gaming of 5% or more must also apply for and obtain a principal license. Institutional investors, as defined in the Pennsylvania Act, that hold a beneficial ownership interest in Boyd Gaming of less than 20% which file and remain eligible to file a statement of beneficial ownership on Schedule 13G with the U.S. Securities and Exchange Commission may qualify for an institutional investor waiver in lieu of full licensure as a principal. If the PGCB were to find an officer, director, key employee or beneficial owner unsuitable for licensing or unsuitable to continue having a relationship with Boyd Gaming or the PA Subsidiary, Boyd Gaming and the PA Subsidiary would have to sever all relationships with such officer, director, key employee or beneficial owner.

 

All applicants to the PGCB must pay upfront fees for the issuance of the license or certificate and, for licenses and certain certificates, a periodic renewal fee. The PA Subsidiary has applied for, obtained and paid the requisite license fee for the license and certificates that authorize slot machines, table games, interactive games and sports wagering, each of which has been issued by the PGCB subject to customary regulatory conditions.

 

Pennsylvania has sixteen operating casinos throughout the state, with one additional licensed casino under development. Among the potential casinos, six licenses have been issued to existing horse racetracks (Category 1), five licenses have been issued to stand-alone casinos (Category 2), two licenses have been issued to well-established hotel resorts (Category 3), five licenses have been issued to ancillary casinos (Category 4). The Pennsylvania Act was amended on January 7, 2010, which amendment allowed the Category 1 and Category 2 casinos to offer up to 250 table games, while Category 3 casinos were limited to offer a maximum of 50 table games. The Pennsylvania Act was amended again on October 30, 2017, which amendment authorized ancillary casinos (Category 4) to operate between 300 and 750 slot machines and initially up to 30 table games (expandable to 40 table games after one year of operation), and further authorized Category 3 casinos to add up to 250 additional slot machines (over and above the previously authorized number of 600 machines) for a $2.5 million fee and up to 15 table games (over and above the previously authorized number of 50 table games) for a $1.0 million fee.

 

The PA Subsidiary holds a Category 3 license and paid the $2.5 million fee in order to offer the additional 250 slot machines. Boyd Gaming and its applicable principals and key employees have been licensed by the PGCB for Boyd Gaming to own Valley Forge Casino Resort. All permits and licenses issued by the PGCB are subject to renewal every five years. An application for renewal should be submitted at least six months prior to the expiration of the permit or license. The renewal application shall include an update of the information contained in the initial and any prior renewal applications and the payment of any renewal fee required. The PA Subsidiary applied for renewal of its Category 3 license on or about March 26, 2020 and was approved for a five-year period in November 2022.  Under the Pennsylvania Act, a slot machine license for which a completed renewal application has been submitted continues in effect while the renewal application remains pending.

 

Boyd Gaming and the PA Subsidiary are required to submit detailed financial and operating reports to the PGCB on regular intervals and in advance of the occurrence of certain material financing transactions.

 

If it were determined that the Pennsylvania Act was violated by Boyd Gaming or the PA Subsidiary, the gaming licenses for Valley Forge Casino Resort could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures. In addition, Boyd Gaming and the persons involved could be subject to substantial fines for each separate violation of the Pennsylvania Act. Furthermore, a trustee could be appointed by the PGCB to operate Valley Forge Casino Resort.

 

 
 

 

All licenses under the Pennsylvania Act are grants of privilege to conduct business in the state and are nontransferable. If a slot machine licensee becomes aware of any proposed or contemplated change of ownership of the slot machine licensee, they must immediately notify the PGCB. A change of ownership includes:

 

 

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More than 5% of a slot machine licensee's securities or other ownership interests;

 

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More than 5% of the securities or other ownership interests of a corporation or other form of business entity that owns directly or indirectly at least 20% of the voting or other securities or other ownership interests of the licensee;

 

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The sale - other than in the ordinary course of business - of a licensee's assets; or

 

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Any other transaction or occurrence deemed by the PGCB to be relevant to license qualifications.

 

Within the PGCB is the Bureau of Investigations and Enforcement (“BIE”), Bureau of Casino Compliance (“BCC”) and the Office of Enforcement Counsel (“OEC”). BIE and OEC enforce the Pennsylvania Act and have pervasive investigative powers. BIE and OEC investigate and review all applicants and applications for a license, permit or registration. BCC and OEC also monitor gaming operations and can inspect and examine licensed facilities or online operations. A review may include the review of accounting, administrative and financial records, management control systems, procedures and other records utilized by a licensed entity. Licensees are obligated to comply with all investigations and the failure to do so may jeopardize the licensee’s ability to continue its business.

 

The passage of Act 42 of 2017 was the largest expansion of gaming in Pennsylvania since 2004. The most significant change was the establishment of Category 4 licenses. The PGCB was initially given authorization to establish up to 10 locations, with licenses awarded via sealed bid auctions. However, no further auctions for Category 4 licenses are authorized presently which limit the number of Category 4 licenses to no more than five. In addition, Act 42 of 2017 authorized the operation of up to 5 video gaming terminals at truck stops. Further, sports wagering was authorized in anticipation of changes in applicable federal law, and Act 42 of 2017 gave the PGCB the authority to establish standards and procedures to govern sports wagering in the state. Finally, the Department of Revenue was given the authority to establish an iLottery program to sell existing products as well as internet instant games.

 

Retail sports wagering launched in November 2018 and online sports wagering launched in May 2019. Pennsylvania iLottery launched in May 2018. Interactive casino gaming activities launched in July 2019.

 

From time to time, various proposals have been introduced and may be introduced in future sessions of the Pennsylvania legislature that, if enacted, would affect the taxation, regulation, operation or other aspects of the gaming industry or Boyd Gaming. Some of this legislation, if enacted, could adversely affect the gaming industry or Boyd Gaming, and no assurances can be given as to whether such legislation or similar legislation will be enacted. 

 

 

 
 

 

 

Virginia

 

The General Assembly legalized casino gaming in 2020 by the enactment of Chapter 41 of Title 58.1 of the Code of Virginia.  The statute established the Virginia Lottery Board as the regulatory authority responsible for administration and oversight of casino gaming with five casino licenses authorized.  Through statutory definitions and certain qualifications, one casino license was initially authorized in each of the following localities so long as local voters approved gaming in a referendum:  Bristol, Danville, Norfolk, Portsmouth, and Richmond.  Voters in Bristol, Danville, Norfolk, and Portsmouth all approved gaming referenda in 2020 while two separate referenda in Richmond were defeated in 2021 and 2023 respectively.  The General Assembly amended Title 58.1 in 2024 to repeal Richmond’s eligibility for a casino license and made Petersburg the new location for the remaining casino license which was approved by local voters in 2024.

 

The provisions in Virginia Code related to the Norfolk casino license provided a preference for a federally recognized Native American tribe to be the preferred casino gaming operator in the city.  At the time of the General Assembly’s enactment of Chapter 41 of Title 58.1 in 2020, the Pamunkey Indian Tribe was the only federally recognized tribe in the Commonwealth of Virginia. The City of Norfolk selected the Pamunkey Indian Tribe as its preferred casino gaming operator in May 2020. The City of Norfolk subsequently certified in September 2024 Golden Eagle Consulting II, LLC, a wholly-owned entity of the Pamunkey Indian Tribal Gaming Authority as the City’s preferred casino gaming operator.

 

Golden Eagle Consulting II, LLC was issued the license for the Norfolk casino by the Virginia Lottery Board on October 29, 2025.  The Interim Gaming Hall, the temporary casino on the development site of Golden Eagle Consulting II’s permanent casino, opened on November 7, 2025.  The Company, through its management and development agreements with the Pamunkey Indian Tribal Gaming Authority has certain rights and interests in Golden Eagle Consulting II’s gaming operations in Virginia.

 

Chapter 41 of Title 58.1 of the Code of Virginia sets forth the regulatory requirements for casino licensure and operations, including the requirement that a licensee expend a minimum of $300 million for the construction of the casino establishment and to pay a $15 million fee upon issuance of the license.  Chapter 41 of Title 58.1 authorizes a casino licensee to conduct gaming in a temporary casino for one year while its permanent casino gaming establishment is under construction.  The Virginia Lottery Board may permit a casino licensee to conduct gaming in a temporary casino for an additional year if the Board finds that the licensee has made a good faith effort to comply with the construction schedule for its permanent facility.

 

The Commonwealth of Virginia taxes adjusted gross casino revenue on tiered basis with the first $200 million of annual adjusted gross gaming revenue taxed at 18%, the next $200 million in annual adjusted gross gaming revenue taxed at 23%, and any additional adjusted gross gaming revenue taxed at 30% under Chapter 41 of Title 58.1 of the Code of Virginia.

 

From time to time, various proposals have been introduced and may be introduced in future sessions of the Virginia General Assembly that, if enacted, would affect the taxation, regulation, operation or other aspects of the gaming industry or Boyd Gaming. Some of this legislation, if enacted, could adversely affect the gaming industry or Boyd Gaming, and no assurances can be given as to whether such legislation or similar legislation will be enacted. 

 

 

 

 

v3.25.4
Document And Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2025
Feb. 16, 2026
Jun. 30, 2025
Document Information [Line Items]      
Entity Central Index Key 0000906553    
Entity Registrant Name BOYD GAMING CORP    
Amendment Flag false    
Current Fiscal Year End Date --12-31    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2025    
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2025    
Document Transition Report false    
Entity File Number 1-12882    
Entity Incorporation, State or Country Code NV    
Entity Tax Identification Number 88-0242733    
Entity Address, Address Line One 6465 South Rainbow Boulevard    
Entity Address, City or Town Las Vegas    
Entity Address, State or Province NV    
Entity Address, Postal Zip Code 89118    
City Area Code 702    
Local Phone Number 792-7200    
Title of 12(b) Security Common Stock, par value of $0.01 per share    
Trading Symbol BYD    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 4,300,000,000
Entity Common Stock, Shares Outstanding   75,492,204  
Auditor Name Deloitte & Touche LLP    
Auditor Location Las Vegas, Nevada    
Auditor Firm ID 34    

v3.25.4
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Current assets    
Cash and cash equivalents $ 353,413 $ 316,688
Restricted cash 5,354 4,676
Accounts receivable, net 84,352 132,270
Inventories 20,189 21,235
Prepaid expenses and other current assets 45,483 56,633
Income taxes receivable 21,937 30,005
Total current assets 530,728 561,507
Property and equipment, net 2,871,384 2,679,276
Operating lease right-of-use assets 646,146 735,618
Other assets, net 93,464 66,518
Intangible assets, net 1,474,991 1,391,007
Goodwill, net 957,977 957,889
Total assets 6,574,690 6,391,815
Liabilities, Current [Abstract]    
Accounts payable 151,292 131,264
Current maturities of long-term debt 0 44,006
Accrued liabilities 827,927 447,415
Total current liabilities 979,219 622,685
Long-term debt, net of current maturities and debt issuance costs 2,045,569 3,132,584
Operating lease liabilities, net of current portion 554,252 651,751
Deferred income taxes 323,473 346,916
Other liabilities 64,295 56,366
Commitments and contingencies (Note 9)
Stockholders' equity    
Preferred stock, $0.01 par value, 5,000,000 shares authorized 0 0
Common stock, $0.01 par value, 200,000,000 shares authorized; 76,368,491 and 86,184,155 shares outstanding 764 862
Additional paid-in capital 0 0
Retained earnings 2,609,285 1,583,053
Accumulated other comprehensive loss (1,550) (2,402)
Boyd Gaming Corporation stockholders' equity 2,608,499 1,581,513
Noncontrolling interest (617) 0
Total stockholders' equity 2,607,882 1,581,513
Total liabilities and stockholders' equity $ 6,574,690 $ 6,391,815

v3.25.4
Consolidated Balance Sheets (Parentheticals) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Cash and cash equivalents $ 353,413 $ 316,688
Accounts receivable, net 84,352 132,270
Inventories 20,189 21,235
Operating lease right-of-use assets 646,146 735,618
Intangible assets, net 1,474,991 1,391,007
Accounts payable 151,292 131,264
Accrued liabilities 827,927 447,415
Operating lease liabilities, net of current portion $ 554,252 $ 651,751
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 5,000,000 5,000,000
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 200,000,000 200,000,000
Common stock, shares outstanding (in shares) 76,368,491 86,184,155
Common stock, shares issued (in shares) 76,368,491 86,184,155
Variable Interest Entity, Primary Beneficiary [Member]    
Cash and cash equivalents $ 5,557 $ 0
Accounts receivable, net 141 0
Inventories 6 0
Operating lease right-of-use assets 2,809 0
Intangible assets, net 98,754 0
Accounts payable 255 0
Accrued liabilities 1,932 0
Operating lease liabilities, net of current portion $ 1,388 $ 0

v3.25.4
Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Total Revenue $ 4,091,989 $ 3,930,194 [1] $ 3,738,492 [1]
Operating costs and expenses      
Selling, general and administrative 433,100 427,226 389,891
Master lease rent expense 113,769 111,406 108,398
Maintenance and utilities 151,216 148,366 151,014
Depreciation and amortization 302,710 276,639 256,780
Corporate expense 121,859 113,934 115,963
Project development, preopening and writedowns 12,360 28,572 (8,935)
Asset Impairment Charges 128,395 10,500 107,837
Other operating items, net 15,388 5,385 (4,207)
Total operating costs and expenses 3,343,583 3,002,417 2,836,661
Operating income 748,406 927,777 901,831
Other expense (income)      
Interest income (4,826) (1,625) (23,886)
Interest expense, net of amounts capitalized 157,642 177,409 171,247
Loss on early extinguishments and modifications of debt 1,446 0 0
Other, net (1,735,527) (10) 1,563
Total other (income) expense, net (1,581,265) 175,774 148,924
Income before income taxes 2,329,671 752,003 752,907
Income tax provision (490,769) (174,051) (132,884)
Net income 1,838,902 577,952 620,023
Net loss attributable to noncontrolling interest 4,371 0 0
Net income attributable to Boyd Gaming $ 1,843,273 $ 577,952 $ 620,023
Basic net income per common share (in dollars per share) $ 22.56 $ 6.19 $ 6.12
Weighted average basic shares outstanding (in shares) 81,701 93,314 101,325
Diluted net income per common share (in dollars per share) $ 22.56 $ 6.19 $ 6.12
Weighted average diluted shares outstanding (in shares) 81,716 93,349 101,373
Casino [Member]      
Total Revenue $ 2,638,150 $ 2,583,926 [1] $ 2,613,288 [1]
Operating costs and expenses      
Cost of revenue 1,026,555 999,753 1,000,240
Food and Beverage [Member]      
Total Revenue 310,246 303,522 [1] 288,417 [1]
Operating costs and expenses      
Cost of revenue 265,604 253,940 240,879
Occupancy [Member]      
Total Revenue 191,286 204,608 [1] 199,117 [1]
Operating costs and expenses      
Cost of revenue 77,056 77,591 73,490
Online [Member]      
Total Revenue 132,165 155,760 [1] 94,203 [1]
Operating costs and expenses      
Cost of revenue 68,174 47,310 30,980
Online Reimbusements [Member]      
Total Revenue 576,158 450,473 [1] 328,008 [1]
Operating costs and expenses      
Cost of revenue 576,158 450,473 328,008
Management Service [Member]      
Total Revenue 98,869 88,407 76,921
Product and Service, Other [Member]      
Total Revenue 145,115 143,498 [1] 138,538 [1]
Operating costs and expenses      
Cost of revenue $ 51,239 $ 51,322 $ 46,323
[1] Revenues for the years ended December 31, 2024 and 2023 have been recast to reflect the change made during 2025 to separate online reimbursements revenue from online revenue.

v3.25.4
Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Net income (loss) $ 1,838,902 $ 577,952 $ 620,023
Other comprehensive income (loss), net of tax:      
Fair value adjustments to available-for-sale securities 302 (165) 123
Foreign currency translation adjustments 550 (1,139) 161
Comprehensive income 1,839,754 576,648 620,307
Amounts attributable to noncontrolling interest:      
Net loss attributable to noncontrolling interest 4,371 0 0
Comprehensive loss attributable to noncontrolling interest 4,371 0 0
Comprehensive income attributable to Boyd Gaming $ 1,844,125 $ 576,648 $ 620,307

v3.25.4
Consolidated Statements of Changes in Stockholders' Equity - USD ($)
$ in Thousands
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Noncontrolling Interest [Member]
Total
Balance (in shares) at Dec. 31, 2022 102,816,110          
Balance at Dec. 31, 2022 $ 1,028 $ 305,152 $ 1,285,827 $ (1,382) $ 0 $ 1,590,625
Net income 0 0 620,023 0 0 620,023
Fair value adjustments to available-for-sale securities 0 0 0 123 0 123
Foreign currency translation adjustments $ 0 0 0 161 0 $ 161
Stock options exercised (in shares) 32,000         32,000
Stock options exercised $ 0 315 0 0 0 $ 315
Release of restricted stock units, net of tax (in shares) 202,516          
Release of restricted stock units, net of tax $ 2 (2,081) (4,774) 0 0 (6,853)
Release of performance stock units, net of tax (in shares) 318,878          
Release of performance stock units, net of tax $ 3 (12,777) 0 0 0 $ (12,774)
Shares repurchased and retired (in shares) (6,537,051)         (6,537,000) [1],[2]
Shares repurchased and retired $ (65) (322,988) (93,202) 0 0 $ (416,255)
Dividends declared 0 0 (63,642) 0 0 (63,642)
Share-based compensation costs $ 0 32,379 0 0 0 32,379
Balance (in shares) at Dec. 31, 2023 96,832,453          
Balance at Dec. 31, 2023 $ 968 0 1,744,232 (1,098) 0 1,744,102
Net income 0 0 577,952 0 0 577,952
Fair value adjustments to available-for-sale securities 0 0 0 (165) 0 (165)
Foreign currency translation adjustments $ 0 0 0 (1,139) 0 $ (1,139)
Stock options exercised (in shares) 44,980         44,980
Stock options exercised $ 0 701 0 0 0 $ 701
Release of restricted stock units, net of tax (in shares) 242,606          
Release of restricted stock units, net of tax $ 3 (1,618) (7,696) 0 0 (9,311)
Release of performance stock units, net of tax (in shares) 150,063          
Release of performance stock units, net of tax $ 2 (119) (6,091) 0 0 $ (6,208)
Shares repurchased and retired (in shares) (11,085,947)         (11,086,000) [1],[2]
Shares repurchased and retired $ (111) (28,630) (663,528) 0 0 $ (692,269)
Dividends declared 0 0 (61,816) 0 0 (61,816)
Share-based compensation costs $ 0 29,666 0 0 0 $ 29,666
Balance (in shares) at Dec. 31, 2024 86,184,155         86,184,155
Balance at Dec. 31, 2024 $ 862 0 1,583,053 (2,402) 0 $ 1,581,513
Net income 0 0 1,843,273 0 (4,371) 1,838,902
Fair value adjustments to available-for-sale securities 0 0 0 302 0 302
Foreign currency translation adjustments $ 0 0 0 550 0 $ 550
Stock options exercised (in shares) 7,477         7,477
Stock options exercised $ 0 139 0 0 0 $ 139
Release of restricted stock units, net of tax (in shares) 196,382          
Release of restricted stock units, net of tax $ 2 (1,254) (582) 0 0 (1,834)
Release of performance stock units, net of tax (in shares) 99,948          
Release of performance stock units, net of tax $ 1 (222) (4,273) 0 0 $ (4,494)
Shares repurchased and retired (in shares) (10,119,471)         (10,119,000) [1],[2]
Shares repurchased and retired $ (101) (30,809) (754,912) 0 0 $ (785,822)
Dividends declared 0 0 (57,274) 0 0 (57,274)
Share-based compensation costs 0 32,146 0 0 0 32,146
Transaction with noncontrolling interest $ 0 0 0 0 3,754 $ 3,754
Balance (in shares) at Dec. 31, 2025 76,368,491         76,368,491
Balance at Dec. 31, 2025 $ 764 $ 0 $ 2,609,285 $ (1,550) $ (617) $ 2,607,882
[1] All shares repurchased have been retired and constitute authorized but unissued shares.
[2] Shares repurchased reflect repurchases settled during the twelve months ended December 31, 2025, 2024 and 2023. These amounts exclude repurchases, if any, traded but not yet settled on or before December 31 of each year.

v3.25.4
Consolidated Statements of Changes in Stockholders' Equity (Parentheticals) - $ / shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dividends per share (in dollars per share) $ 0.72 $ 0.68 $ 0.64

v3.25.4
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Cash Flows from Operating Activities      
Net income (loss) $ 1,838,902 $ 577,952 $ 620,023
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 302,710 276,639 256,780
Amortization of debt financing costs and discounts on debt 7,139 7,591 7,761
Non-cash operating lease expense 91,594 87,687 78,811
Non-cash expected credit loss (income) on note receivable 0 0 (34,371)
Share-based compensation expense 32,146 29,666 32,379
Deferred income taxes (23,475) 58,145 (29,842)
Non-cash interest income (3,009) 0 0
Non-cash impairment of assets 128,395 10,500 107,837
Gain on sale of investment (1,748,000) 0 0
Loss on early extinguishments and modifications of debt 1,446 0 0
Other operating activities (1,233) 9,116 1,665
Changes in operating assets and liabilities, excluding the impact of acquisitions:      
Accounts receivable, net 47,974 5,964 (28,810)
Inventories 1,046 (543) 1,481
Prepaid expenses and other current assets 11,701 3,088 (10,369)
Income taxes (receivable) payable, net 8,068 (26,497) (950)
Other assets, net 1,043 800 1,307
Accounts payable and accrued liabilities 373,730 6,344 (10,345)
Operating lease liabilities (91,594) (87,687) (78,811)
Other liabilities (1,904) (1,690) (30)
Net cash provided by operating activities 976,679 957,075 914,516
Cash Flows from Investing Activities      
Capital expenditures (588,215) (400,400) (373,950)
Cash paid for acquisitions, net of cash received 0 (30,266) 0
Cash paid for gaming license right intangible asset (85,000) 0 0
Payments received on note receivable 0 208 113,555
Advances made under note receivable (31,780) 0 0
Proceeds from sale of investment 1,758,000 0 0
Other investing activities (10,184) (3,454) (3,935)
Net cash provided by (used in) investing activities 1,042,821 (433,912) (264,330)
Cash Flows from Financing Activities      
Borrowings under credit facility 2,062,800 1,764,300 1,505,800
Payments under credit facility (3,202,400) (1,510,300) (1,647,300)
Share-based compensation activities (6,189) (14,818) (19,312)
Shares repurchased and retired (778,324) (685,850) (412,655)
Dividends paid (58,172) (62,661) (63,609)
Other financing activities (6) (172) (172)
Net cash used in financing activities (1,982,291) (509,501) (637,248)
Change in cash, cash equivalents and restricted cash 37,403 13,434 12,865
Cash, cash equivalents and restricted cash, beginning of year 321,364 307,930 295,065
Cash, cash equivalents and restricted cash, end of year 358,767 321,364 307,930
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash 194 (228) (73)
Supplemental Disclosure of Cash Flow Information      
Cash paid for interest, net of amounts capitalized 151,004 173,177 166,682
Cash received for interest 0 213 11,999
Cash paid for income taxes 131,767 144,512 164,482
Supplemental Schedule of Non-cash Investing and Financing Activities      
Payables incurred for capital expenditures 38,712 27,220 23,509
Dividends declared not yet paid 13,767 14,665 15,508
Asset acquisition in exchange for contingent consideration 10,000 0 0
Derecognition of lease liability (37,897) 0 0
Derecognition of right-of-use operating lease asset 37,897 0 0
Expected credit loss (income) on note receivable $ 0 $ 0 $ (34,371)

v3.25.4
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Tmg Disc Line Items  
Award Timing MNPI Considered [Flag] true

v3.25.4
Insider Trading Arrangements
 12 Months Ended
Dec. 31, 2025
Trading Arrangements, by Individual [Table]  
Material Terms of Trading Arrangement [Text Block]

ITEM 9B.    Other Information

None of the Company's directors or officers adopted, modified or terminated a "Rule 10b5-1 trading agreement" or a "non-Rule 10b5-1 trading arrangement" during the Company's fiscal quarter ended December 31, 2025, as such terms are defined under Item 408(a) of Regulation S-K.
Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false

v3.25.4
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted [Flag] true

v3.25.4
Cybersecurity Risk Management and Strategy Disclosure
 12 Months Ended
Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

ITEM 1C.    Cybersecurity

Cybersecurity represents a critical component of the Company’s overall approach to risk management. The Company’s cybersecurity policies, standards and practices are fully integrated into our approach to risk management, and cybersecurity risks are among the core enterprise risks that are subject to oversight by our Board of Directors (the "Board"). The Company uses recognized frameworks from the National Institute of Standards and Technology as guidelines to inform its cybersecurity policies, standards, and practices. We generally approach cybersecurity matters through a cross-functional, multilayered approach, with specific goals of: (i) identifying, preventing and mitigating cybersecurity threats to the Company; (ii) preserving the confidentiality, integrity and availability of the information that we collect and store to use in our business; (iii) protecting our intellectual property; (iv) maintaining the confidence of our customers, clients and business partners; and (v) providing appropriate public disclosure of cybersecurity risks and incidents when required.

 

Risk Management and Strategy

Consistent with our Information Security Policies and Standards, our cybersecurity program focuses on the following areas:

 

 •

Awareness: We maintain an extensive presence with cybersecurity threat operations functioning continuously and uninterrupted with the specific goal of identifying, preventing, and mitigating cybersecurity threats and responding to cybersecurity incidents in accordance with our established incident response and recovery plans.

 

 •

Systems Safeguards: We deploy systems safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through ongoing vulnerability assessments and cybersecurity threat intelligence.

 

 •

Collaboration: We use collaboration mechanisms established with public and private entities, including intelligence and enforcement agencies, industry groups and third-party service providers, to identify, assess and respond to cybersecurity risks.

 

 •

Third-Party Risk Management: We employ a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our systems, as well as third-party systems that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.

 

 •

Training: We provide regular mandatory training for personnel regarding cybersecurity threats, which reinforces our information security policies, standards and practices, and such training is scaled to reflect the roles, responsibilities and information systems access of such personnel. We also publish an internal cybersecurity newsletter on an ad-hoc basis for enterprise-wide consumption to promote awareness of trends in cybersecurity threats and attack techniques.

 

 •

Incident Response and Recovery Planning: We have established and maintain comprehensive incident response and recovery plans that address our response to and recovery from a cybersecurity incident, and such plans are tested and evaluated on a periodic basis.

 

 •

Communication, Coordination and Disclosure: We take a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from our technology, operations, legal, internal audit and other key business functions and engage with our Board in an ongoing dialogue regarding cybersecurity threats and incidents while also implementing controls and procedures for the assessment and escalation of cybersecurity incidents pursuant to established thresholds so that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner.

 

 •

Governance: Our Board regularly interacts with our Chief Information Security Officer ("CISO") and other members of management on cybersecurity risk management.

 

A key part of our strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of our processes and practices through auditing, assessments, tabletop exercises, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures. We regularly engage third parties to perform assessments of our cybersecurity program, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to the Board, and we adjust our cybersecurity policies, standards, processes, and practices as necessary based on the information provided.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block] Cybersecurity represents a critical component of the Company’s overall approach to risk management. The Company’s cybersecurity policies, standards and practices are fully integrated into our approach to risk management, and cybersecurity risks are among the core enterprise risks that are subject to oversight by our Board of Directors (the "Board"). The Company uses recognized frameworks from the National Institute of Standards and Technology as guidelines to inform its cybersecurity policies, standards, and practices. We generally approach cybersecurity matters through a cross-functional, multilayered approach, with specific goals of: (i) identifying, preventing and mitigating cybersecurity threats to the Company; (ii) preserving the confidentiality, integrity and availability of the information that we collect and store to use in our business; (iii) protecting our intellectual property; (iv) maintaining the confidence of our customers, clients and business partners; and (v) providing appropriate public disclosure of cybersecurity risks and incidents when required.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block] Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected the Company, including our business strategy, results of operations, or financial condition. We believe with the cybersecurity and governance program we have in place that we have and continue to implement effective processes and controls to prevent cybersecurity incidents from being reasonably likely to materially affect the Company. Refer to "Item 1A. Risk Factors" in this annual report on Form 10-K, including “Failure to maintain the integrity of our information technology systems, protect our internal information, or comply with applicable privacy and data security regulations could adversely affect us”, for additional discussion about cybersecurity-related risks.
Cybersecurity Risk Board of Directors Oversight [Text Block]

Governance

Our Board oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that management implements to address risks from cybersecurity threats. Our Board receives regular presentations and reports on cybersecurity risks, which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to our peers and third parties. Our Board also receives prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding such incident until it has been addressed. At least quarterly, the Board discusses the Company’s approach to cybersecurity risk management with our CISO.

 

Our CISO is the member of our management team that is principally responsible for overseeing our cybersecurity program, in partnership with other business leaders across the Company. Our CISO has served in various roles in information technology and information security for over 25 years and holds a degree in Business Administration with a major in Accounting and Finance and a graduate degree in International Management. Our CISO also holds advanced certifications as a Certified Information Systems Security Professional and as a Qualified Technology Executive granted by Digital Directors Network and works in coordination with the other members of management, including, but not limited to, the Company’s President and Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, and General Counsel. Our Chief Technology Officer holds an undergraduate degree in computer science and economics from Northwestern and has served in various roles in information technology for over 34 years with Boyd Gaming and numerous other public companies. The Company’s President and Chief Executive Officer, Chief Financial Officer, and General Counsel each hold undergraduate and graduate degrees in their respective fields, and each has years of experience with managing risks at the Company and in environments similar to the Company’s, including risks arising from cybersecurity threats.

 

Our CISO works collaboratively across the Company to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents. To facilitate the success of this program, multidisciplinary teams are deployed to address cybersecurity threats and to respond to cybersecurity incidents in accordance with our incident response and recovery plans. Through the ongoing communications from these teams, the CISO monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents in real time, and reports such incidents to the Board when appropriate.

 

Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected the Company, including our business strategy, results of operations, or financial condition. We believe with the cybersecurity and governance program we have in place that we have and continue to implement effective processes and controls to prevent cybersecurity incidents from being reasonably likely to materially affect the Company. Refer to "Item 1A. Risk Factors" in this annual report on Form 10-K, including “Failure to maintain the integrity of our information technology systems, protect our internal information, or comply with applicable privacy and data security regulations could adversely affect us”, for additional discussion about cybersecurity-related risks.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] Our CISO is the member of our management team that is principally responsible for overseeing our cybersecurity program, in partnership with other business leaders across the Company. Our CISO has served in various roles in information technology and information security for over 25 years and holds a degree in Business Administration with a major in Accounting and Finance and a graduate degree in International Management. Our CISO also holds advanced certifications as a Certified Information Systems Security Professional and as a Qualified Technology Executive granted by Digital Directors Network and works in coordination with the other members of management, including, but not limited to, the Company’s President and Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, and General Counsel. Our Chief Technology Officer holds an undergraduate degree in computer science and economics from Northwestern and has served in various roles in information technology for over 34 years with Boyd Gaming and numerous other public companies. The Company’s President and Chief Executive Officer, Chief Financial Officer, and General Counsel each hold undergraduate and graduate degrees in their respective fields, and each has years of experience with managing risks at the Company and in environments similar to the Company’s, including risks arising from cybersecurity threats.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] Our Board oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that management implements to address risks from cybersecurity threats. Our Board receives regular presentations and reports on cybersecurity risks, which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to our peers and third parties. Our Board also receives prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding such incident until it has been addressed. At least quarterly, the Board discusses the Company’s approach to cybersecurity risk management with our CISO.
Cybersecurity Risk Role of Management [Text Block] Our CISO is the member of our management team that is principally responsible for overseeing our cybersecurity program, in partnership with other business leaders across the Company. Our CISO has served in various roles in information technology and information security for over 25 years and holds a degree in Business Administration with a major in Accounting and Finance and a graduate degree in International Management. Our CISO also holds advanced certifications as a Certified Information Systems Security Professional and as a Qualified Technology Executive granted by Digital Directors Network and works in coordination with the other members of management, including, but not limited to, the Company’s President and Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, and General Counsel. Our Chief Technology Officer holds an undergraduate degree in computer science and economics from Northwestern and has served in various roles in information technology for over 34 years with Boyd Gaming and numerous other public companies. The Company’s President and Chief Executive Officer, Chief Financial Officer, and General Counsel each hold undergraduate and graduate degrees in their respective fields, and each has years of experience with managing risks at the Company and in environments similar to the Company’s, including risks arising from cybersecurity threats.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] Our Board oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that management implements to address risks from cybersecurity threats. Our Board receives regular presentations and reports on cybersecurity risks, which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to our peers and third parties. Our Board also receives prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding such incident until it has been addressed. At least quarterly, the Board discusses the Company’s approach to cybersecurity risk management with our CISO.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] Our CISO is the member of our management team that is principally responsible for overseeing our cybersecurity program, in partnership with other business leaders across the Company. Our CISO has served in various roles in information technology and information security for over 25 years and holds a degree in Business Administration with a major in Accounting and Finance and a graduate degree in International Management. Our CISO also holds advanced certifications as a Certified Information Systems Security Professional and as a Qualified Technology Executive granted by Digital Directors Network and works in coordination with the other members of management, including, but not limited to, the Company’s President and Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, and General Counsel. Our Chief Technology Officer holds an undergraduate degree in computer science and economics from Northwestern and has served in various roles in information technology for over 34 years with Boyd Gaming and numerous other public companies. The Company’s President and Chief Executive Officer, Chief Financial Officer, and General Counsel each hold undergraduate and graduate degrees in their respective fields, and each has years of experience with managing risks at the Company and in environments similar to the Company’s, including risks arising from cybersecurity threats.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] Our Board oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that management implements to address risks from cybersecurity threats. Our Board receives regular presentations and reports on cybersecurity risks, which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to our peers and third parties. Our Board also receives prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding such incident until it has been addressed. At least quarterly, the Board discusses the Company’s approach to cybersecurity risk management with our CISO.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true

v3.25.4
Note 1 - Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

NOTE 1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Boyd Gaming Corporation (and together with its subsidiaries, the "Company," the "Registrant," "Boyd Gaming," "Boyd," "we" or "us") was incorporated in the state of Nevada 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".

 

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

 

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

 

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 (3)

 

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

The Interim Gaming Hall (4) Norfolk, Virginia

 

(1) Property has been closed since March 18, 2020. The Company began demolition of the property during the fourth quarter of 2025.

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

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

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

 

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

 

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries. In addition, we consolidate variable interest entities ("VIEs") for which we 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.

 

Recasted Consolidated Statements of Operations 

In 2025, the Company has separated out online reimbursements revenue from online revenue and online reimbursements expense from online expense. Under certain of our online market access agreements, we are the primary obligor and are responsible for paying gaming taxes and other license payments owed as the gaming licensee for the related online gaming activities. We are reimbursed for these taxes and other payments by the third-party operators. To improve transparency on the face of the financial statements, the reimbursements we receive are recorded as online reimbursements revenue and the gaming taxes and other expenses paid are reported as online reimbursements expense. Online revenue and online expense include Boyd Interactive operations and our revenue share from our online market access agreements. Revenue and operating expense for 2024 and 2023 have been recast to conform to this presentation. The disaggregation of online reimbursements revenue from online revenue and online reimbursements expense from online expense did not impact the Company's total revenues, net income or earnings per share as previously reported for 2024 and 2023. 

 

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 consolidated balance sheets to the total balance shown in the consolidated statements of cash flows.

 

  

December 31,

  

December 31,

  

December 31,

  

December 31,

 

(In thousands)

 

2025

  

2024

  

2023

  

2022

 

Cash and cash equivalents

 $353,413  $316,688  $304,271  $283,472 

Restricted cash

  5,354   4,676   3,659   11,593 

Total cash, cash equivalents and restricted cash

 $358,767  $321,364  $307,930  $295,065 

 

Accounts Receivable, net

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

 

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

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Beginning balance, January 1,

 $2,341  $2,728  $2,595 

Additions

  1,311   921   984 

Deductions

  (1,095)  (1,308)  (851)

Ending balance, December 31,

 $2,557  $2,341  $2,728 

 

Inventories

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

 

Property and Equipment, net

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

 

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

 

Building and improvements

2 through 40 years

Riverboats and barges

5 through 40 years

Furniture and equipment

1 through 12 years

 

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

 

For an asset that is held for sale, we recognize the asset at the lower of carrying value or fair market value, less costs of disposal, as estimated based on comparable asset sales, cost and income approaches. For a long-lived asset to be held and used, we review the asset for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We then compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. The asset is not impaired if the undiscounted future cash flows exceed its carrying value. If the carrying value exceeds the undiscounted future cash flows, then an impairment charge is recorded, typically measured using a discounted cash flow model, which is based on the estimated future results of the relevant asset group discounted using our weighted-average cost of capital. In certain circumstances, the sales comparison approach, which analyzes recent sales transactions of similar assets, or the cost approach, which is based on the premise that a prudent investor would pay no more for an asset of similar utility than its replacement or reproduction cost, may be used in place of the discounted cash flow model to derive fair value. All resulting recognized impairment charges are recorded as impairment of assets within operating costs and expenses.

 

Capitalized Interest

Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using our weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. There was capitalized interest of $3.2 million, $3.1 million and $3.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

 

Investment in Available for Sale Securities

We have an investment in a single municipal bond issuance of $15.6 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 ("City Bonds"). This investment is classified as available-for-sale and is recorded at fair value. The fair value at December 31, 2025 and 2024 was $12.3 million and $12.6 million, respectively. At both  December 31, 2025 and 2024, $0.8 million is included in prepaid expenses and other current assets and at  December 31, 2025 and 2024, $11.5 million and $11.8 million, respectively, is included in other assets, net.

 

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

 

(In thousands)

    

For the year ending December 31,

    

2026

 $845 

2027

  910 

2028

  975 

2029

  1,050 

2030

  1,130 

Thereafter

  10,655 

Total

 $15,565 

 

Intangible Assets

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

 

Amortizing Intangible Assets

Customer relationships represent the value of repeat business associated with our customer loyalty programs and are being amortized on an accelerated method over their approximate useful life. B2B relationships and B2C relationships represent the value of our customer relationships, including those under contractual arrangements, associated with our online gaming operations and are being amortized on a straight-line basis over seven to twelve years. Host agreements represent the value associated with our host establishment relationships and are being amortized on a straight-line basis over 15 years. Development agreement is a contract between two parties establishing an agreement for development of a product or service. This agreement is being amortized over the respective cash flow period of the related seven-year agreement. Developed technology represents the value associated with our online gaming platform and is being amortized on a straight-line basis over 10 years. Marketing agreement is a contract between two parties establishing an agreement for marketing and promotional services and is being amortized on a straight-line basis over the 20-year term of the agreement. 

 

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

 

Indefinite-Lived Intangible Assets

Trademarks are based on the value of our brands, which reflect the level of service and quality we provide and from which we generate repeat business. Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight, and a limitation on the number of licenses available for issuance therein. These assets, considered indefinite-lived intangible assets, are not subject to amortization, but instead are subject to an annual impairment test, and between annual test dates in certain circumstances. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference. Gaming license rights are tested for impairment using a multi-period excess earnings method, which is a specific discounted cash flow model or a qualitative assessment approach, and trademarks are tested for impairment using the relief-from-royalty method or a qualitative assessment approach.

 

Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets in a business combination that are not individually identified and separately recognized. Goodwill is not subject to amortization, but it is subject to an annual impairment test and in between annual test dates in certain circumstances.

 

 

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

 

Long-Term Debt, Net

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

 

Income Taxes

Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely 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.

 

In performing our second quarter 2023 valuation allowance analysis, we determined that the positive evidence in favor of releasing a portion of our valuation allowance for certain state jurisdictions, outweighed the negative evidence. We utilized a rolling twelve quarters of pre-tax income adjusted for permanent book to tax differences as a measure of cumulative results in recent years. We transitioned from a cumulative loss position to a cumulative income position over the rolling twelve quarters ended June 30, 2023. Other evidence considered in the analysis included, but was not limited to, a trend reflective of improvement in recent earnings, forecasts of profitability and taxable income and the reversal of existing temporary differences. The change in these conditions during the three months ended June 30, 2023 provided positive evidence that supported the release of the valuation allowance against a significant portion of our state deferred tax assets. As such, we concluded that it was more likely than not that the benefit from our deferred tax assets would be realized. As a result, during the second quarter of 2023, we released $35.9 million of valuation allowance on our state income tax net operating loss carryforwards and other deferred tax assets. 

 

Other Long-Term Tax Liabilities

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

 

Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize 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 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 December 31, 2025 and 2024, and for the years then ended, there were no changes to our unrecognized tax benefits to date.

 

Tax Credits

Pursuant to provisions under the Inflation Reduction Act of 2022, the Company entered into agreements to purchase $400.9 million of transferable federal energy tax credits during 2025 at a discount to face value, which resulted in an income tax benefit recorded during the year ended December 31, 2025. 

 

Self-Insurance Reserves

We are self-insured for various insurance coverages such as property, general liability, employee health and workers' compensation costs with the appropriate levels of deductibles and retentions. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not yet reported. In estimating these accruals, we consider historical loss experience and make judgments about the expected levels of costs per claim. Management believes the estimates of future liability are reasonable based upon our methodology; however, changes in health care costs, accident frequency and severity and other factors could materially affect the estimate for these liabilities. Certain of these claims represent obligations to make future payments; and therefore, we discount such reserves to an amount representing the present value of the claims which will be paid in the future using a blended rate, which represents the inherent risk and the average payout duration. Self-insurance reserves are included in accrued liabilities on our consolidated balance sheets.

 

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

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Beginning balance, January 1,

 $33,057  $33,857  $37,492 

Additions

            

Charged to costs and expenses

  85,218   79,373   68,981 

Payments made

  (84,470)  (80,173)  (72,616)

Ending balance, December 31,

 $33,805  $33,057  $33,857 

 

Accumulated Other Comprehensive Income (Loss)

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

 

Leases

Management determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. Our lease terms 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 Online Market Access Agreements below for further discussion of revenues earned under our market access agreements. The transaction price for a gaming wagering contract is the difference between gaming wins and losses, not the total amount wagered. Cash discounts, commissions and other cash incentives to customers related to gaming play are recorded as a reduction of gaming revenues. The transaction price for hotel, food & beverage and other contracts is the net amount collected from the customer for such goods and services. Hotel, food & beverage and other services have been determined to be separate, stand-alone performance obligations and the transaction price for such contracts is recorded as revenue as the good or service is transferred to the customer over their stay at the hotel, when the delivery is made for the food & beverage or when the service is provided for other amenity transactions.

 

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

 

Gaming wager contracts 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 6, 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 6, 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 6, 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:

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Food & beverage

 $135,950  $128,322  $119,202 

Rooms

  65,395   62,944   62,521 

Other

  8,983   8,595   8,679 

 

Gaming Taxes

We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate. These gaming taxes are assessed based on our gaming revenues and are recorded in the consolidated statements of operations as a gaming expense for gaming entertainment properties and online expense for Boyd Interactive operations. Gaming taxes recorded as gaming expense totaled approximately $528.2 million, $515.3 million and $512.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. Gaming taxes recorded as online expense, excluding taxes paid under online market access agreements (see Online Market Access Agreements below for further discussion), totaled $24.9 million, $14.4 million and $6.2 million for the years ended  December 31, 2025, 2024 and 2023, respectively.

 

Advertising Expense

Direct advertising costs are expensed the first time such advertising appears. Advertising costs are included in selling, general and administrative expenses on the consolidated statements of operations and totaled $27.6 million, $26.9 million and $22.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

 

Corporate Expense

Corporate expense represents unallocated payroll, professional fees, rent, aircraft costs 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.

 

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. 

 

Share-Based Compensation

Share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period. The requisite service period can be impacted by the provisions of the Company’s stock compensation programs that provide for automatic vesting acceleration upon retirement (including as a result of death or disability) for those long-service participants achieving defined age and years of service criteria. These acceleration provisions do not apply to stock grants and awards issued within six months of the employee’s retirement. Compensation costs related to stock option awards are calculated based on the fair value of each major option grant on the date of the grant using the Black-Scholes option pricing model, which requires the following assumptions: expected stock price volatility, risk-free interest rates, expected option lives and dividend yields. We form our assumptions using historical experience and observable market conditions.

 

Currency Translation

The Company translates the financial statements of its foreign subsidiary that 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, net on our consolidated statements of operations.

 

Net Income per Share

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

 

Collaborative Arrangements - FanDuel

In 2018, we acquired a five percent equity ownership in FanDuel Group Parent, LLC ("FanDuel"). During the period that we held the five percent equity interest, we did not have the ability to exercise significant influence over FanDuel's operations and financial policies. Our five percent equity ownership in FanDuel was recorded at cost in accordance with the measurement alternative allowed under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 321, Accounting for Investments of Equity Securities. We evaluated the investment for impairment whenever events or circumstances indicated that the carrying amount may not be recoverable. We evaluated the recorded value of the investment when any observable price changes in orderly transactions for an identical or similar investment required an adjustment of the investment to fair value. From the acquisition of the FanDuel equity interest in 2018 to the sale of such investment in July 2025, as discussed below, the Company had no accumulated impairments or adjustments to fair value related to the investment.

 

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

 

In connection with the sale of the Equity Interest, Boyd Gaming and FanDuel or their respective affiliated entities terminated certain of their existing agreements related to their strategic partnership and entered into certain new agreements (collectively, the "FanDuel Market Access Agreements"), pursuant to which Boyd Gaming or its subsidiaries ("Boyd Entities") agreed to, among other things, (i) provide FanDuel or its subsidiary with certain market access rights to operate online sports wagering or other online gaming services similar to the prior arrangements with Boyd entities, updated to an annual fixed fee owed to the Boyd Entities instead of variable fees based on net wagering wins and losses and to extend the term of the arrangements to 2038, and (ii) transition any branding and operational support provided by FanDuel at the existing FanDuel branded sportsbooks at Boyd Gaming properties to be branded and operated entirely by Boyd Entities, but utilizing certain sports betting data feeds provided by FanDuel or its affiliate.

 

Online Market Access Agreements

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

 

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

 

Concentration of Credit Risk

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

 

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

 

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

 

Use of Estimates

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

 

 

Recently Adopted Accounting Pronouncements

Accounting Standards Update ("ASU") 2023-09, Income Taxes, Topic 740, Improvements to Income Tax Disclosures ("Update 2023-09")

In December 2023, the FASB issued Update 2023-09 to improve income tax disclosure requirements, primarily related to rate reconciliations and income taxes paid. Update 2023-09 is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted Update 2023-09 retrospectively in first quarter 2025, and the guidance was applied with the expanded income tax disclosure requirements included in Note 8, Income Taxes. 

 

ASU 2023-07, Segment Reporting, Topic 280, Improvements to Reportable Segment Disclosures ("Update 2023-07")

In November 2023, the FASB issued Update 2023-07 to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. Update 2023-07 is to be applied retrospectively and is effective for financial statements issued for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, with early adoption permitted. The Company adopted Update 2023-07 during first quarter 2024, and the guidance was applied with the expanded significant segment expense disclosure requirements included in Note 14, Segment Information.

 

Recently Issued Accounting Pronouncements

ASU 2025-11, Interim Reporting (Topic 270) ("Update 2025-11")

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

 

ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) ("Update 2025-06")

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

 

ASU 2025-05, Financial Instruments - Credit Losses (Topic 326) ("Update 2025-05")

In July 2025, the FASB issued Update 2025-05 to clarify guidance related to Topic 326 for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers, and allowing for a practical expedient that assumes that current conditions as of the balance sheet do not change for the remaining life of the asset. Update 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the impact of the adoption of Update 2025-05 to the consolidated financial statements.

 

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

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

 

A variety of proposed or otherwise potential accounting standards are currently being studied by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of such proposed standards would have on our consolidated financial statements.

v3.25.4
Note 2 - Acquisitions
 12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Mergers, Acquisitions and Dispositions Disclosures [Text Block]
NOTE 2.    ACQUISITION

Resorts Digital Gaming, LLC ("Boyd Digital")

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

 

Boyd Digital is an online casino operator based in New Jersey, operating a dual-brand strategy of Resorts Casino and Mohegan Sun. This acquisition was another step forward in building out our online casino business. In addition to acquiring the existing online business under both brands, the acquisition included a 20-year marketing agreement with a 10-year renewal option that provides for marketing and promotional services at Resorts Casino in Atlantic City, New Jersey. This marketing agreement allows us to provide our online customers in New Jersey access to a gaming entertainment property where they can redeem points earned under our loyalty program for such amenities as complimentary food & beverage and hotel rooms. The acquired company is aggregated into our Online segment (see Note 14, Segment Information).

 

Consideration Transferred

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

 

 

 

Purchase Price Allocation

The Company followed the acquisition method of accounting pursuant to FASB ASC Topic 805 guidance. In accordance with ASC 805, we have allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values as determined by management with the assistance from third-party specialists. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed was recorded as goodwill. The following table presents the components of the final allocation of the purchase price as of the acquisition date and as reported in our Annual Report on Form 10-K for the year ended December 31, 2024: 
 

(In thousands)

 

Final Purchase Price Allocation

 

Current assets

 $4,303 

Other assets

  110 

Intangible assets

  22,800 

Total acquired assets

  27,213 
     

Current liabilities

  3,891 

Other liabilities

  28 

Total liabilities assumed

  3,919 

Net identifiable assets acquired

  23,294 

Goodwill

  10,700 

Net assets acquired

 $33,994 

 

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

 

 

Useful Lives

    

(In thousands)

(in years)

 

As Recorded

 

Gaming license right

Indefinite

 $15,000 

Customer relationships

5

  3,300 

Marketing agreement

20

  4,500 

Total intangible assets acquired

  $22,800 

 

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


The Company expensed $0.1 million of acquisition related costs during the year ended December 31, 2024. There were no acquisition related costs for the years ended December 31, 2025 and 2023. These costs are included in project development, preopening and writedowns on the consolidated statements of operations.


The revenue and earnings from the acquisition are not material for the period from September 1, 2024 through December 31, 2024. The pro-forma revenue and earnings from the acquisition assuming all impacts as if it had been completed on January 1, 2024, are not material through December 31, 2024.

 

 

v3.25.4
Note 3 - Property and Equipment, Net
 12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Property, Plant and Equipment Disclosure [Text Block]

NOTE 3.    PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

 

  

December 31,

 

(In thousands)

 

2025

  

2024

 

Land

 $356,696  $338,469 

Buildings and improvements

  3,365,328   3,398,700 

Furniture and equipment

  1,980,090   1,870,124 

Riverboats and barges

  194,292   211,879 

Construction in progress

  271,603   148,571 

Total property and equipment

  6,168,009   5,967,743 

Less accumulated depreciation

  (3,296,625)  (3,288,467)

Property and equipment, net

 $2,871,384  $2,679,276 

 

Construction in progress primarily relates to costs capitalized in conjunction with major improvements that have not yet been placed into service, and accordingly, such costs are not currently being depreciated.

 

Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $283.6 million, $259.8 million and $240.0 million, respectively.

 

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. In addition, as a result of our third quarter 2025 impairment review, the Company recorded long-lived asset impairment charges of $47.3 million for property and equipment related to our Midwest & South segment and $17.8 million for property and equipment related to our Las Vegas Locals segment. Further, as a result of our fourth quarter 2025 impairment review, the Company recorded a long-lived asset impairment charge of $25.0 million for property and equipment related to our Midwest & South segment. To determine the value of the long-lived asset and the resulting impairment, we utilized the income approach which focuses on the income-producing capability of the asset and the sales comparison approach which focuses on comparable sales transactions. These noncash impairment charges are recorded in impairment of assets on the consolidated statement of operations. There were no impairments of our property and equipment long-lived assets during 2024 and 2023.

v3.25.4
Note 4 - Intangible Assets
 12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Intangible Assets Disclosure [Text Block]

NOTE 4.    INTANGIBLE ASSETS

Intangible assets consist of the following:

  

December 31, 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

  3.7  $3,300  $(880) $—  $—  $2,420 

Host agreements

  7.4   58,000   (29,323)  —   —   28,677 

Development agreement

  3.6   21,373   (10,304)  —   —   11,069 

Developed technology

  6.4   47,361   (15,351)  —   (80)  31,930 

B2B relationships

  4.0   28,000   (12,395)  —   (6)  15,599 

B2C relationships

  8.8   13,000   (3,430)  —   —   9,570 

Marketing agreement

  18.7   4,500   (300)  —   —   4,200 
       175,534   (71,983)  —   (86)  103,465 

Indefinite lived intangible assets

                        

Trademarks

  

Indefinite

   199,900   —   (32,275)  —   167,625 

Gaming license rights

  

Indefinite

   1,491,835   (33,960)  (253,974)  —   1,203,901 
       1,691,735   (33,960)  (286,249)  —   1,371,526 

Balances, December 31, 2025

     $1,867,269  $(105,943) $(286,249) $(86) $1,474,991 

 

 

  

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 

 

Amortizing Intangible Assets

Customer Relationships

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

 

Host Agreements

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

 

Development Agreement

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

 

Developed Technology

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

 

B2B Relationships and B2C Relationships

B2B relationships and B2C relationships represent the value of our customer relationships, including those under contractual arrangements, associated with our online gaming operations. The value of B2B and B2C relationships are determined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to those customer relationships, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections of cash flows, assumptions and estimates: revenue of those customers, based on expected level of play and the specific contractual arrangement; promotional allowances and attrition rate related to these relationships; operating expenses; general and administrative expenses; contributory asset charge; discount rate; and the present value of tax benefit.

 

Marketing Agreement

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

 

Indefinite Lived Intangible Assets

Trademarks

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

 

Gaming License Rights

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

 

Activity for the Years Ended December 31, 2025, 2024 and 2023

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

 

(In thousands)

 

Customer Relationships

  

Host Agreements

  

Development Agreement

  

Developed Technology

  

B2B Relationships

  

B2C Relationships

  

Marketing Agreement

  

Trademarks

  

Gaming License Rights

  

Intangible Assets, Net

 

Balance, January 1, 2023

 $980  $40,278  $20,228  $35,898  $27,360  $12,819  $—  $167,625  $1,121,947  $1,427,135 

Additions

  —   —   —   3,536   —   —   —   —   —   3,536 

Impairments

  —   —   —   —   —   —   —   —   (21,300)  (21,300)

Amortization

  (940)  (3,867)  (3,053)  (3,882)  (3,914)  (1,083)  —   —   —   (16,739)

Effect of foreign currency exchange

  —   —   —   172   40   —   —   —   —   212 

Balance, December 31, 2023

  40   36,411   17,175   35,724   23,486   11,736   —   167,625   1,100,647   1,392,844 

Additions

  3,300   —   —   3,454   —   —   4,500   —   15,000   26,254 

Impairments

  —   —   —   —   —   —   —   —   (10,500)  (10,500)

Amortization

  (260)  (3,867)  (3,053)  (4,563)  (3,915)  (1,083)  (75)  —   —   (16,816)

Effect of foreign currency exchange

  —   —   —   (643)  (132)  —   —   —   —   (775)

Balance, December 31, 2024

  3,080   32,544   14,122   33,972   19,439   10,653   4,425   167,625   1,105,147   1,391,007 

Additions

  —   —   —   3,926   —   —   —   —   98,754   102,680 

Amortization

  (660)  (3,867)  (3,053)  (6,306)  (3,914)  (1,083)  (225)  —   —   (19,108)

Effect of foreign currency exchange

  —   —   —   338   74   —   —   —   —   412 

Balance, December 31, 2025

 $2,420  $28,677  $11,069  $31,930  $15,599  $9,570  $4,200  $167,625  $1,203,901  $1,474,991 

 

Future Amortization

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

 

(In thousands)

 

Customer Relationships

  

Host Agreements

  

Development Agreement

  

Developed Technology

  

B2B Relationships

  

B2C Relationships

  

Marketing Agreement

  

Total

 

For the year ending

                                

December 31,

                                

2026

 $660  $3,867  $3,053  $5,430  $3,907  $1,083  $225  $18,225 

2027

  660   3,867   3,053   5,414   3,914   1,083   225   18,216 

2028

  660   3,867   3,053   5,200   3,914   1,083   225   18,002 

2029

  440   3,867   1,910   4,500   3,296   1,083   225   15,321 

2030

  —   3,867   —   3,946   200   1,083   225   9,321 

Thereafter

  —   9,342   —   7,440   368   4,155   3,075   24,380 

Total future amortization

 $2,420  $28,677  $11,069  $31,930  $15,599  $9,570  $4,200  $103,465 

 

Trademarks and gaming license rights are not subject to amortization, as we have determined that they have an indefinite useful life; however, these assets are subject to an annual impairment test each year and between annual test dates in certain circumstances.

 

Impairments

There were no impairment charges recorded during 2025.

 

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.

 

As a result of our annual 2023 impairment test and our fourth quarter 2023 impairment review, the Company recorded an impairment charge of $21.3 million for gaming license rights related to our Midwest & South segment.

 

v3.25.4
Note 5 - Goodwill
 12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Goodwill Disclosure [Text Block]

NOTE 5.     GOODWILL

Goodwill consists of the following:

 

  December 31, 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)  90   22,827 

Managed & Other

  30,529   —   (30,529)  —   — 

Balances, December 31, 2025

 $1,372,099  $(6,134) $(408,078) $90  $957,977 

 

  

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 

 

Changes in Goodwill

During the year ended December 31, 2025, there were no changes in goodwill other than the effect of foreign currency exchange rates.

 

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

 

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

 

The following table sets forth the changes in our goodwill, net, during the years ended December 31, 2025, 2024 and 2023.

 

(In thousands)

 

Goodwill, Net

 

Balance, January 1, 2023

 $1,033,744 

Effect of foreign currency exchange

  134 

Impairments

  (86,537)

Balance, December 31, 2023

  947,341 

Additions

  10,700 

Effect of foreign currency exchange

  (152)

Balance, December 31, 2024

  957,889 

Effect of foreign currency exchange

  88 

Balance, December 31, 2025

 $957,977 

 

v3.25.4
Note 6 - Accrued Liabilities
 12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Accounts Payable and Accrued Liabilities Disclosure [Text Block]

NOTE 6.    ACCRUED LIABILITIES

Accrued liabilities consist of the following:

 

  

December 31,

  

December 31,

 

(In thousands)

 

2025

  

2024

 

Payroll and related

 $75,822  $86,267 

Interest

  17,092   17,593 

Gaming

  72,627   73,321 

Player loyalty program

  20,132   20,896 

Advance deposits

  17,795   15,426 

Outstanding chips

  5,443   7,790 

Dividends payable

  13,767   14,665 

Operating leases

  111,836   102,855 

Other

  493,413   108,602 

Total accrued liabilities

 $827,927  $447,415 

 

Included in Other as of December 31, 2025 is $371.3 million of 2025 renewable energy investment tax credits purchased from third parties. See additional discussion in Note 8, Income Taxes.

v3.25.4
Note 7 - Long-term Debt
 12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Long-Term Debt [Text Block]

NOTE 7.    LONG-TERM DEBT

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

 

  

December 31, 2025

 
  

Interest

      

Unamortized

     
  

Rates at

      

Origination

     
  

December 31,

  

Outstanding

  

Fees and

  

Long-Term

 

(In thousands)

 

2025

  

Principal

  

Costs

  

Debt, Net

 

Credit facility

  5.318% $160,700  $(3,820) $156,880 

4.750% senior notes due 2027

  4.750%  1,000,000   (3,896)  996,104 

4.750% senior notes due 2031

  4.750%  900,000   (7,415)  892,585 

Long-term debt, net

     $2,060,700  $(15,131) $2,045,569 

 

  

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 

 

Credit Facility

Credit Agreement

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

 

The Credit Agreement (i) provides for a $1,450.0 million senior secured revolving credit facility (the "Revolving Credit Facility") and (ii) provided for an $880.0 million senior secured term A loan (the "Term A Loan," collectively with the Revolving Credit Facility, the "Credit Facility"). The Revolving Credit Facility matures on March 2, 2027 (or earlier upon the occurrence or non-occurrence of certain events) and the Term A Loan was repaid in full as of December 31, 2025. The Term A Loan was fully funded on the Closing Date and proceeds from the Credit Agreement were used to refinance all outstanding obligations under the Prior Credit Facility, including a senior secured term loan A facility and senior secured term loan B facility (the "Prior Refinancing Term B Loan"), to fund transaction costs in connection with the Credit Agreement, and for general corporate purposes. On January 21, 2026, the Company entered into an Amended and Restated Credit Agreement which is further discussed in Note 16, Subsequent Events.

 

Amounts Outstanding

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

 

  

December 31,

  

December 31,

 

(In thousands)

 

2025

  

2024

 

Revolving Credit Facility

 $135,000  $475,000 

Term A Loan

  —   759,000 

Swing Loan

  25,700   66,300 

Total outstanding principal amounts

 $160,700  $1,300,300 

 

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

 

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

 

Interest and Fees

The interest rate on the outstanding balance of the Revolving Credit Facility, and on the Term A Loan prior to its extinguishment upon full repayment in 2025, is based upon, at the Company’s option, either: (i) a rate based on the Secured Overnight Financing Rate ("SOFR") administered by the Federal Reserve Bank of New York, or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with a specified pricing grid based on the Consolidated Total Net Leverage Ratio and ranges from 1.25% to 2.25% (if using SOFR) and from 0.25% to 1.25% (if using the base rate). A fee of a percentage per annum (which ranges from 0.20% to 0.35% and is determined in accordance with a specified pricing grid based on the Consolidated Total Net Leverage Ratio) will be payable on the unused portions of the Revolving Credit Facility. The rates based on SOFR will be determined based upon, at the Company’s option, either: (i) a forward-looking SOFR term rate administered by CME Group Benchmark Administration Limited or any successor administrator, and based on interest periods of one, three or six months or such other interest period that is twelve months or less subject to the consent of lenders and the administrative agent, or (ii) a daily SOFR rate published by the Federal Reserve Bank of New York, and will include credit spread adjustments as set forth in the Credit Agreement. The "base rate" under the Credit Agreement is the highest of (x) Bank of America’s publicly-announced prime rate, (y) the federal funds rate published by the Federal Reserve Bank of New York plus 0.50%, or (z) the SOFR rate for a one month interest period plus 1.00%.

 

Optional and Mandatory Prepayments

Pursuant to the terms of the Credit Agreement, the Company is required to use a portion of its annual excess cash flow to prepay loans outstanding under the Credit Agreement if the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) exceeds certain thresholds set forth in the Credit Agreement. Additionally, prior to its full repayment in 2025, the loans under the Term A Loan amortized in an annual amount equal to 5.00% of the original principal amount thereof, payable on a quarterly basis.

 

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

 

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

 

Guarantees and Collateral

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

 

The Credit Agreement includes an accordion feature which permits the incurrence of one or more new tranches of revolving credit commitments in an aggregate amount up to the sum of (i) $1,000.0 million, (ii) the amount of certain voluntary prepayments of senior secured indebtedness of the Company, and (iii) the maximum amount of incremental commitments which, after giving effect thereto, would not cause the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement) to exceed 3.00 to 1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions.

 

Financial and Other Covenants

The Credit Agreement contains certain financial and other covenants, including, without limitation, various covenants (i) requiring the maintenance of a minimum consolidated interest coverage ratio on a quarterly basis of 2.50 to 1.00, (ii) requiring the maintenance of a maximum Consolidated Total Net Leverage Ratio on a quarterly basis, (iii) imposing limitations on the incurrence of indebtedness and liens, (iv) imposing limitations on transfers, sales and other dispositions, and (v) imposing restrictions on investments, dividends and certain other payments.

 

The maximum permitted Consolidated Total Net Leverage Ratio is calculated as Consolidated Net Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the Credit Agreement. The maximum Consolidated Total Net Leverage Ratio must be no higher than 4.50 to 1.00.

 

Current Maturities of Our Indebtedness

As of December 31, 2024, we classified certain non-extending balances under our Credit Facility as a current maturity, as such amounts came due within the next twelve months. As of December 31, 2025, there are not any amounts that come due under our Credit Facility within the next twelve months.

 

Senior Notes

4.750% Senior Notes due June 2031

On June 8, 2021, we issued $900.0 million aggregate principal amount of 4.750% senior notes due June 2031 ("4.750% Senior Notes due 2031"). The 4.750% Senior Notes due 2031 require semi-annual interest payments on March 15 and September 15 of each year. The 4.750% Senior Notes due 2031 will mature on  June 15, 2031 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The net proceeds from the 4.750% Senior Notes due 2031 and cash on hand were used to finance the redemption of our outstanding 6.375% senior notes due April 2026 and 6.000% senior notes due August 2026.

 

In conjunction with the issuance of the 4.750% Senior Notes due 2031, we incurred approximately $13.5 million in debt financing costs that have been deferred and are being amortized over the term of the 4.750% Senior Notes due 2031 using the effective interest method.

 

The 4.750% Senior Notes due 2031 contain covenants that, subject to exceptions and qualifications, among other things, limit the Company’s ability and the ability of its Restricted Subsidiaries (as defined in the Indenture governing the 4.750% Senior Notes due 2031, the "4.750% Senior Notes due 2031 Indenture") to (i) incur additional indebtedness or liens; (ii) pay dividends or make distributions or repurchase the Company’s capital stock; (iii) make certain investments; and (iv) sell or merge with other companies. Upon the occurrence of a change of control (as defined in the 4.750% Senior Notes due 2031 Indenture), the Company will be required, unless certain conditions are met, to offer to repurchase the 4.750% Senior Notes due 2031 at a price equal to 101% of the principal amount of the 4.750% Senior Notes due 2031, plus any accrued and unpaid interest and Additional Interest (as defined in the 4.750% Senior Notes due 2031 Indenture), if any, up to, but not including, the date of purchase. If the Company sells assets, it will be required under certain circumstances to offer to purchase the 4.750% Senior Notes due 2031.

 

At any time prior to June 15, 2026, we may redeem the 4.750% Senior Notes due 2031, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a make whole premium. 

 

4.750% Senior Notes due December 2027

On  December 3, 2019, we issued  $1.0 billion aggregate principal amount of  4.750% senior notes due December  2027 (" 4.750% Senior Notes due 2027"). The  4.750% Senior Notes due 2027 require semi-annual interest payments on June 1 and December 1 of each year. The  4.750% Senior Notes due 2027 will mature on December 1, 2027 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are  100% owned by us. The net proceeds from the  4.750% Senior Notes due 2027 were used to finance the redemption of all of our outstanding  6.875% senior notes due in  2023 and prepay a portion of our Prior Refinancing Term B Loan.
 
In conjunction with the issuance of the 4.750% Senior Notes due 2027, we incurred approximately  $15.7 million in debt financing costs that have been deferred and are being amortized over the term of the 4.750% Senior Notes due 2027 using the effective interest method.
 
The 4.750% Senior Notes due 2027 contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our restricted subsidiaries (as defined in the indenture governing the 4.750% Senior Notes due 2027, the " 4.750% Senior Notes due 2027 Indenture") to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies. In addition, upon the occurrence of a change of control (as defined in the 4.750% Senior Notes due 2027 Indenture), we will be required, unless certain conditions are met, to offer to repurchase the 4.750% Senior Notes due 2027 at a price equal to  101% of the principal amount of the 4.750% Senior Notes due 2027, plus accrued and unpaid interest and Additional Interest (as defined in the 4.750%  Senior Notes due 2027 Indenture), if any, to, but not including, the date of purchase. If we sell assets, we will be required under certain circumstances to offer to purchase the 4.750% Senior Notes due 2027.

 

We may redeem all or a portion of the 4.750% Senior Notes due 2027 at redemption prices equal to 100% of the principal amount, plus accrued and unpaid interest and Additional Interest.

 

In connection with the private placement of the 4.750% Senior Notes due 2027, we entered into a registration rights agreement with the initial purchasers in which we agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") to permit the holders to exchange or resell the 4.750% Senior Notes due 2027. We filed the required registration statement and commenced the exchange offer in  July 2020. The exchange offer was completed on August 20, 2020 and our obligations under the registration agreement have been fulfilled.

 

Early Extinguishments and Modifications of Debt

During the year ended December 31, 2025, the Company incurred $1.4 million in loss on early extinguishments of debt due to the full repayment and extinguishment of the Term A Loan with proceeds from the sale of the Equity Interest in FanDuel. The $1.4 million incurred relates to the write-off of unamortized deferred finance charges associated with the Term A Loan. There were no charges to loss on early extinguishments and modifications of debt during the years ended December 31, 2024 and 2023.

 

Covenant Compliance

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

 

The indentures governing the notes issued by the Company contain provisions that allow for the incurrence of additional indebtedness, if after giving effect to such incurrence, the coverage ratio (as defined in the respective indentures, essentially a ratio of the Company's consolidated EBITDA to fixed charges, including interest) for the Company's 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, the Company may still borrow under its existing credit facility. At December 31, 2025, the available borrowing capacity under our Credit Facility was $1,276.6 million.

 

Scheduled Maturities of Long-Term Debt

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

 

(In thousands)

 

Total

 

For the year ending December 31,

    

2026

 $— 

2027

  1,160,700 

2028

  — 

2029

  — 

2030

  — 

Thereafter

  900,000 

Total outstanding principal of long-term debt

 $2,060,700 

 

v3.25.4
Note 8 - Income Taxes
 12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

NOTE 8.    INCOME TAXES

Deferred Income Tax Assets and Liabilities

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

 

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

 

  

December 31,

 

(In thousands)

 

2025

  

2024

 

Deferred income tax assets

        

State net operating loss carryforwards

 $42,112  $41,206 

Operating lease liability

  140,597   158,301 

Share-based compensation

  17,789   17,317 

Other

  91,678   29,770 

Gross deferred income tax assets

  292,176   246,594 

Valuation allowance

  (13,296)  (13,296)

Deferred income tax assets, net of valuation allowance

  278,880   233,298 
         

Deferred income tax liabilities

        

Difference between book and tax basis of property and intangible assets

  416,127   382,854 

State tax liability

  42,851   32,084 

Right-of-use asset

  136,951   154,480 

Other

  6,424   10,796 

Gross deferred income tax liabilities

  602,353   580,214 

Deferred income tax liabilities, net

 $323,473  $346,916 

 

 

 

At December 31, 2025, we have state income tax net operating loss carryforwards of approximately $754.0 million, which may be used to reduce future state income taxes. The majority of the state net operating loss carryforwards will expire in various years ranging from 2026 to 2046, if not fully utilized, and the remaining may be used indefinitely.
 
Valuation Allowance on Deferred Tax Assets
Management assesses available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. In evaluating our ability to recover deferred tax assets, we consider whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and results of recent operations.
 
We have maintained a valuation allowance against certain federal and state deferred tax assets as of December 31, 2025 due to uncertainties related to our ability to realize the tax benefits associated with these assets. The balance of this valuation allowance was $13.3 million as of  December 31, 2025 and 2024. In assessing the need to establish a valuation allowance, we consider, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of profitability and taxable income, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies. Valuation allowances are evaluated periodically and subject to change in future reporting periods as a result of changes in the factors noted above.

 

Provision for Income Taxes

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

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Income (loss) before income taxes

            

United States

 $2,330,204  $753,109  $760,638 

Foreign

  (533)  (1,106)  (7,731)

Total income before income taxes

  2,329,671   752,003   752,907 

Income tax provision

            

Current

            

Federal

 $116,760  $110,433  $148,726 

State

  21,664   7,456   14,937 

Foreign

  —   —   — 

Total current taxes provision

  138,424   117,889   163,663 

Deferred

            

Federal

  342,545   42,235   20,820 

State

  9,829   13,987   (49,709)

Foreign

  (29)  (60)  (1,890)

Total deferred taxes provision

  352,345   56,162   (30,779)

Total income tax provision

 $490,769  $174,051  $132,884 

 

As discussed in Note 1, Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements, in January 2025 we adopted ASU 2023-09 retrospectively.  A reconciliation of the U.S. federal statutory income tax rates to our effective tax rates pursuant to the new disclosure requirements of ASU 2023-09 are as follows:

 

  

Year Ended December 31,

 
  

2025

  

2024

  

2023

 

(In thousands, except percentages)

  Amount   Percent   Amount   Percent   Amount   Percent 

Tax at federal statutory rate

 $489,231   21.0% $157,921   21.0% $158,110   21.0%

State income taxes, net of federal benefit (1)

  24,879   1.1%  16,940   2.3%  (26,322)  (3.5)%

Foreign taxes

  (28)  —%  (60)  —%  (1,890)  (0.3)%

Federal tax credit

                        

Renewable energy credits

  (24,790)  (1.1)%  —   —%  —   —%

Other credits

  (1,643)  (0.1)%  (2,027)  (0.3)%  (2,228)  (0.3)%

Nontaxable or nondeductible items

  3,120   0.2%  1,277   0.1%  5,214   0.7%

Effective tax rate

 $490,769   21.1% $174,051   23.1% $132,884   17.6%

 

(1) For 2025, Illinois, Kansas, and New Jersey represented the majority of the tax effect in this category. For 2024, Louisiana and Missouri represented the majority of the tax effect in this category. For 2023, Indiana represented the majority of the tax effect in this category.

 

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

 

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

 

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

 

Cash Paid for Income Taxes, Net of Refunds
The following table provides a detail of the cash taxes paid, net of refunds:
 
  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Federal

 $108,321  $131,000  $146,000 

State

  23,446   13,512   18,482 

Foreign

  —   —   — 

Total cash taxes paid, net of refunds

 $131,767  $144,512  $164,482 

 

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

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

State

            

Illinois (1)

 $6,710  $—  $— 

 

(1) Jurisdiction did not meet the disclosure requirements for the years ended December 31, 2024 and 2023 and as such are presented as zero.

 
Status of Examinations
We generated net operating losses on our federal income tax returns for years 2011 through 2013 and in 2020. These returns remain subject to federal examination until the statute of limitations expires for the year in which the net operating losses are utilized. We utilized all our federal net operating losses in 2021.
 
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  December 31, 2025, and for the year then ended, there were no changes to our unrecognized tax benefits to date.
 
As it relates to our material state tax returns, we are subject to examination for tax years ended on or after December 31, 2016. The statute of limitations will expire over the per iod October 2026 through November 2029.
 
We believe that we have adequately reserved for any tax liability; however, the ultimate resolution of an examination  may result in an outcome that is different than our current expectation. We do not believe the ultimate resolution of any examination will have a material impact on our consolidated financial statements.
 
Other Long-Term Tax Liabilities
The impact of an uncertain income tax position taken in our income tax return is recognized at the largest amount that is more-likely-than- not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position is not recognized if it has less than a 50% likelihood of being sustained. If applicable, our liability for uncertain tax positions is recorded as other long-term tax liabilities in our consolidated balance sheets. As of December 31, 2025  and   2024 and during the years ended December 31, 2025, 2024 and  2023, the Company had no uncertain tax positions. 
 
Tax Credits
Pursuant to provisions under the Inflation Reduction Act of 2022, the Company entered into agreements to purchase $400.9 million of transferable federal energy tax credits during 2025 at a discount to face value, which resulted in an income tax benefit recorded during the year ended December 31, 2025. 

 

 

v3.25.4
Note 9 - Commitments and Contingencies
 12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

NOTE 9.    COMMITMENTS AND CONTINGENCIES

Commitments

Capital Spending and Development

We continually perform on-going refurbishment and maintenance at our facilities to maintain our standards of quality. Certain of these maintenance costs are capitalized, if such improvement or refurbishment extends the life of the related asset, while other maintenance costs that do not so qualify are expensed as incurred. The commitment of capital and the related timing thereof are contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate regulatory bodies. We must also comply with covenants and restrictions set forth in our debt agreements.

 

Kansas Management Contract

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

 

Mulvane Development Agreement

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

 

All infrastructure improvements to the Kansas Star site under the Mulvane Development Agreement are complete and the City of Mulvane issued $19.7 million in general obligation bonds related to these infrastructure improvements. At both  December 31, 2025 and 2024, under the Mulvane Development Agreement, Kansas Star recorded $1.6 million, which is included in accrued liabilities on the consolidated balance sheets and at  December 31, 2025 and 2024, $0.8 million, net of a $0.2 million discount, and $2.0 million, net of a $0.5 million discount, respectively, is recorded as a long-term obligation in other liabilities on the consolidated balance sheets. Interest costs are expensed as incurred and the discount will be amortized to interest expense over the term of the special tax assessment ending in 2028. Kansas Star's special tax assessment related to these bonds is approximately $1.6 million annually. Payments under the special tax assessment are secured by irrevocable letters of credit of $5.0 million issued by the Company in favor of the City of Mulvane, representing an amount equal to three times the annual special assessment tax imposed on Kansas Star.

 

Minimum Assessment Agreement

In 2007, Diamond Jo Dubuque entered into a Minimum Assessment Agreement with the City of Dubuque (the "City"). Under the Minimum Assessment Agreement, Diamond Jo Dubuque and the City agreed to a minimum taxable value related to the new casino of $57.9 million. Diamond Jo Dubuque agreed to pay property taxes to the City based on the actual taxable value of the casino, but not less than the minimum taxable value. Scheduled payments of principal and interest on the City Bonds will be funded through Diamond Jo Dubuque's payment obligations under the Minimum Assessment Agreement. Diamond Jo Dubuque is also obligated to pay any shortfall should property taxes be insufficient to fund the principal and interest payments on the City Bonds.

 

Interest costs under the Minimum Assessment Agreement obligation are expensed as incurred. As of December 31, 2025 and 2024, the remaining obligation under the Minimum Assessment Agreement was $1.9 million at each date, which was recorded in accrued liabilities on the consolidated balance sheets and $9.9 million, net of a $1.3 million discount, and $10.6 million, net of a $1.5 million discount, respectively, which was recorded as a long-term obligation in other liabilities on the consolidated balance sheets. The discount will be amortized to interest expense over the life of the Minimum Assessment Agreement. Total minimum payments by Diamond Jo Dubuque under the Minimum Assessment Agreement are approximately $1.9 million per year through 2036.

 

Public Parking Facility Agreement

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

 

Iowa Qualified Sponsoring Organization Agreements

Diamond Jo Dubuque and Diamond Jo Worth are required to pay their respective qualified sponsoring organization, who hold a joint gaming license with Diamond Jo Dubuque and Diamond Jo Worth, a certain percentage of the casino’s adjusted gross receipts on an ongoing basis. Diamond Jo Dubuque pays 4.50% on slot and table game revenues and 0.75% on sports wagering revenue. Diamond Jo Worth pays 5.76% on slot and table game revenues and 0.75% on sports wagering revenue. Diamond Jo Dubuque expensed $3.5 million during each of the years ended December 31, 2025, 2024 and 2023, respectively, related to its agreement. Diamond Jo Worth expensed $6.5 million, $6.2 million and $6.1 million during the years ended December 31, 2025, 2024 and 2023, respectively, related to its agreement. The Diamond Jo Dubuque agreement expires on December 31, 2030. The Diamond Jo Worth agreement expires on March 31, 2035, and is subject to automatic ten-year renewal periods.

 

Development Agreement

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

 

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

 

The pre-development costs financed by us, and the cost of the land and parking lot financed by us, were to be repaid under the terms of a note receivable with Wilton Rancheria bearing interest at 12.5% and payment timing and the payment amount were subject to an excess cash flow waterfall payment prioritization and maintenance of a certain leverage ratio, among other restrictions under Wilton Rancheria's third-party credit agreement that provided funding for the rest of the construction project. Given the significant barriers of the project, a majority of advances made during the 10-year period were historically reserved in full when advanced. The Wilton Rancheria amended their third-party credit agreement in March 2023 and such amendment effectively allowed Sky River Casino to begin making previously disallowed distributions, under the excess cash flow waterfall. Given the amendment in the first quarter of 2023, the Company updated its evaluation of its expected losses on the note receivable. As the amendment allowed for quarterly payments to begin and given the sustained operating strength of the recently opened property, the Company concluded it expected to receive all payments due under the note receivable. As such, the Company removed the remaining allowance on the note receivable in the first quarter of 2023, which represented a reserve on both the development advances and interest on the note. The allowance reduction is thus allocated accordingly and $20.1 million is recorded in project development, preopening and writedowns and $14.3 million is recorded in interest income, both reflected in the consolidated statement of operations for the year ended December 31, 2023. The Company received $0.2 million in principal payments and $0.2 million in interest due under the note receivable during the year ended December 31, 2024, and $113.6 million in principal payments and $12.0 million in interest due under the note receivable during the year ended December 31, 2023. As of December 31, 2025 and 2024, the principal and interest outstanding on the note receivable was fully repaid.

 

Separately, the management agreement provides for us to manage the gaming facility upon opening for a period 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 $98.9 million, $88.4 million and $76.9 million for our management services for the years ended December 31, 2025, 2024 and 2023, respectively, is paid monthly and recorded in management fee revenue on the consolidated statements of operations.

 

 

 

On September 27, 2024, the Company entered into an amendment to the management agreement with Wilton Rancheria that became effective October 2, 2024, and provides for the Company to serve as manager of the Wilton Rancheria expansion to the Sky River Casino inclusive of 400 additional slots, a parking garage, a 300-room hotel and spa, two additional food and beverage outlets and an entertainment and events center. The Company is not obligated to fund the construction and the management fee remains unchanged.

 

Master Lease Agreements

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

 

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

 

During 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.

 

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

 

Norfolk Agreements

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

 

On February 14, 2025, the Norfolk Casino land was purchased, and pursuant to the October 21, 2024, agreements between the Company and the Tribe, PITGA, and GEC, the Company entered into agreements with the Tribe, PITGA and GEC to develop and manage the Norfolk Casino. GEC was previously formed to develop and operate the Norfolk Casino and had 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 and the full casino resort. GEC received a gaming license from the Virginia Lottery on October 29, 2025. The transitional casino opened to the public on November 7, 2025 and the full casino resort is expected to open in late 2027, pending receipt of final regulatory approval.

 

Through the Norfolk Management Agreement, the Company is responsible for funding any operational losses and is entitled to significant economic benefits from the developed casino’s operations. The Company has determined that GEC is a VIE and that the Company has variable interests in GEC through its exclusive option to purchase a percentage of membership interests of GEC, the Norfolk Development Agreement and the Norfolk Management Agreement. As the Company has the power to direct the activities that most significantly affect the economic performance of GEC, including development and management of the Norfolk Casino, and the right to receive benefits or the obligation to absorb losses that could be potentially significant to GEC, the Company has determined that it is the primary beneficiary of GEC and that GEC must be consolidated with the Company’s financial results. The Company 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.

 

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 adverse effect on our business, financial position or results of operations.

 

v3.25.4
Note 10 - Leases
 12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Lessee, Operating Leases [Text Block]

NOTE 10.    LEASES

We have operating and finance leases primarily for four casino hotel properties, parking ramps, gaming and other equipment. Our leases have remaining lease terms of one year to 51 years, some of which include options to extend the leases for up to 60 years, and some of which include options to terminate the leases within one year. Certain of our lease agreements, including the Master Leases, include provisions for variable lease payments, which represent lease payments that vary due to changes in facts or circumstances occurring after the commencement date other than the passage of time. Such variable lease payments are expensed in the period in which the obligation for these payments is incurred. Variable lease expense recognized in the years ended  December 31, 2025, 2024 and 2023 was $34.5 million, $32.7 million and $34.9 million, respectively.

 

As part of our fourth quarter 2025 impairment test, the Company recorded impairment charges of $6.0 million for operating lease right-of-use assets related to our Midwest & South segment.

 

The components of lease expense were as follows:

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

 

Operating lease cost

 $159,353  $158,283 

Short-term lease cost

  —   — 

 

Supplemental cash flow information related to leases was as follows:

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

 

Cash paid for amounts included in the measurement of lease liabilities:

        

Operating cash flows from operating leases

 $157,655  $156,136 
         

Right-of-use assets obtained in exchange for lease obligations:

        

Operating leases

  41,006   31,556 

 

Supplemental balance sheet information related to leases was as follows:

 

  December 31, 

(In thousands, except lease term and discount rate)

 

2025

  

2024

 

Operating Leases

        

Operating lease right-of-use assets, including favorable lease rates asset

 $646,146  $735,618 
         

Current lease liabilities (included in accrued liabilities)

 $111,836  $102,855 

Operating lease liabilities

  554,252   651,751 

Total operating lease liabilities

 $666,088  $754,606 
         

Weighted Average Remaining Lease Term

        

Operating leases (in years)

  14.1   14.6 
         

Weighted Average Discount Rate

        

Operating leases

  8.5%  8.3%

 

 

Maturities of lease liabilities are as follows:

 

(In thousands)

 

Operating Leases

 

For the year ending December 31,

    

2026

 $157,129 

2027

  156,092 

2028

  116,778 

2029

  116,132 

2030

  115,989 

Thereafter

  512,263 

Total lease payments

  1,174,383 

Less imputed interest

  (508,295)

Less current portion (included in accrued liabilities)

  (111,836)

Long-term portion of operating lease liabilities

 $554,252 

 

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

 

(In thousands)

 

Minimum Rental Income

 

For the year ending December 31,

    

2026

 $1,438 

2027

  1,360 

2028

  1,272 

2029

  1,016 

2030

  990 

Thereafter

  1,255 

Total

 $7,331 

 

v3.25.4
Note 11 - Stockholders' Equity and Stock Incentive Plans
 12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Shareholders' Equity and Share-Based Payments [Text Block]

NOTE 11.    STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS

Share Repurchase Program

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

 

We are not obligated to repurchase any shares under this program. 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. 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)

 
  

For the Year Ended December 31,

 

(In thousands, except per share data)

 

2025

  

2024

  

2023

 

Shares repurchased (2)

  10,119   11,086   6,537 

Total cost, including brokerage fees (3)

 $778,324  $685,850  $412,655 

Average repurchase price per share (4)

 $76.91  $61.87  $63.13 

 

(1) Shares repurchased reflect repurchases settled during the twelve months ended December 31, 2025, 2024 and 2023. These amounts exclude repurchases, if any, traded but not yet settled on or before December 31 of each year.

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

(3) Costs exclude 1% excise tax on corporate stock buybacks that was enacted under the Inflation Reduction Act of 2022 and became effective January 1, 2023.

(4) Amounts in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers and excludes the 1% excise tax.

 

Subject to applicable corporate securities laws, repurchases under our share repurchase program may be made at such times and in such amounts as we deem appropriate. Repurchases can be discontinued at any time that we feel additional purchases are not warranted. We intend to fund the repurchases under the Share Repurchase Program with existing cash resources, cash flow from operations and availability under our Credit Facility. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations under the indentures to our outstanding senior notes and in our Credit Agreement.

 

Dividends

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

 

Declaration date

 

Record date

 

Payment date

 

Amount per share

 

February 14, 2023

 

March 15, 2023

 

April 15, 2023

 $0.16 

May 4, 2023

 

June 15, 2023

 

July 15, 2023

  0.16 

August 15, 2023

 

September 15, 2023

 

October 15, 2023

  0.16 

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 

August 20, 2024

 

September 15, 2024

 

October 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 

August 12, 2025

 

September 15, 2025

 

October 15, 2025

  0.18 

December 4, 2025

 

December 15, 2025

 

January 15, 2026

  0.18 

 

Stock Incentive Plan

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

 

Grants made under the 2020 Plan include provisions that entitle the grantee to automatic vesting acceleration in the event of a grantee’s separation from service (including as a result of retirement, death or disability), other than for cause (as defined), after reaching the defined age and years of service thresholds. These provisions result in the accelerated recognition of the stock compensation expense for those grants issued to employees who have met the stipulated thresholds.

 

Stock Options

Options granted under the 2020 Plan generally become exercisable ratably over a three-year period from the date of grant. Options that have been granted under the 2012 Plan and will be granted under the 2020 Plan have an exercise price equal to the market price of our common stock on the date of grant and will expire no later than ten years after the date of grant. The Company did not issue any stock option grants in 2025, 2024 and 2023. 

 

Summarized stock option plan activity is as follows:

 

          

Weighted-

     
      

Weighted-

  

Average

     
      

Average

  

Remaining

  

Aggregate

 
  

Options

  

Option Price

  

Term

  

Intrinsic Value

 
          

(In years)

  

(In thousands)

 

Outstanding at January 1, 2023

  108,381  $14.58         

Granted

  —   —         

Canceled

  —   —         

Exercised

  (32,000)  9.86         

Outstanding at December 31, 2023

  76,381   16.56         

Granted

  —   —         

Canceled

  —   —         

Exercised

  (44,980)  15.60         

Outstanding at December 31, 2024

  31,401   17.94         

Granted

  —   —         

Canceled

  —   —         

Exercised

  (7,477)  18.55         

Outstanding at December 31, 2025

  23,924  $17.75   0.9  $1,615 
                 

Exercisable at December 31, 2024

  31,401  $17.94   1.8  $1,714 
                 

Exercisable at December 31, 2025

  23,924  $17.75   0.9  $1,615 

 

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

 

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

 

   

Options Outstanding

  

Options Exercisable

 
       

Weighted-

             
       

Average

             
       

Remaining

  

Weighted-

      

Weighted-

 
   

Number

  

Contractual

  

Average

  

Number

  

Average

 

Exercise Price

  

Outstanding

  

Life (Years)

  

Exercise Price

  

Exercisable

  

Exercise Price

 
$17.75   23,924   0.9  $17.75   23,924  $17.75 

 

The total intrinsic value of in-the-money options exercised during the years ended December 31, 2025, 2024 and 2023 was $0.5 million, $2.1 million, and $1.7 million, respectively. No options vested during the years ended  December 31, 2025, 2024 and 2023 and there were no unrecognized share-based compensation costs related to unvested stock options as of December 31, 2025.

 

Restricted Stock Units

Our 2020 Plan provides for the grant of Restricted Stock Units ("RSUs"). 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. 

 

We also annually award RSUs to certain members of our Board of Directors. RSU grants issued in 2020 and prior years are to be paid in shares of common stock upon the director’s cessation of service to the Company. Commencing with the 2021 grant, the shares are issued to the director when the RSU is granted. These RSUs are issued for past service; therefore, they are expensed on the date of issuance.

 

Summarized RSU activity is as follows:

 

      

Weighted-

 
  

Restricted

  

Average Grant

 
  

Stock Units

  

Date Fair Value

 

Outstanding at January 1, 2023

  918,248     

Granted

  304,361  $65.36 

Canceled

  (14,729)    

Awarded

  (311,376)    

Outstanding at December 31, 2023

  896,504     

Granted

  291,961  $63.29 

Canceled

  (11,100)    

Awarded

  (324,372)    

Outstanding at December 31, 2024

  852,993     

Granted

  255,667  $78.86 

Canceled

  (19,215)    

Awarded

  (175,341)    

Outstanding at December 31, 2025

  914,104     

 

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

 

Performance Stock Units

Our 2020 Plan provides for the grant of Performance Stock Units ("PSUs"). A PSU is an award which may be earned in whole, or in part, upon the passage of time, and the attainment of performance criteria, and which may be settled for cash, shares, other securities or a combination thereof. The PSUs do not contain voting rights and are not entitled to dividends. The PSUs are subject to the terms and conditions contained in the applicable award agreement and our 2020 Plan. We annually award PSUs to certain members of management.

 

Each PSU represents a contingent right to receive a share of Boyd Gaming Corporation common stock; however, the actual number of common shares awarded is dependent upon the occurrence of: (i) a requisite service period; and (ii) an evaluation of specific performance conditions. The performance conditions are based on Company metrics such as net revenue growth, Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent under master leases ("Adjusted EBITDAR") growth, Adjusted EBITDAR margin growth, return on invested capital and customer metrics, all of which are determined over a period of time as defined in the grant agreement. Based upon actual and combined achievement, the number of shares awarded could range from zero, if no conditions are met, a 50% payout if only threshold performance is achieved, a payout of 100% for target performance, or a payout of up to 200% of the original award for achievement of maximum performance. Each condition is weighted and evaluated separately in determining the payout and, based upon management's estimates at the service inception date, the Company is expected to meet the target for each performance condition. Therefore, the related compensation cost of these PSUs assumes all units granted will be awarded. Share-based compensation costs related to PSU awards are calculated based on the market price on the date of the grant.

 

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

 

Performance Shares Vesting

The PSU grants awarded in first quarter 2022, third quarter 2021 and fourth quarter 2019 vested during first quarter 2025, 2024 and 2023, respectively. Common shares under the 2022 grant were issued based on the determination by the Compensation Committee of the Board of Directors ("Compensation Committee") of our actual achievement of Adjusted EBITDAR, Adjusted EBITDAR margin and return on invested capital for 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 Adjusted EBITDAR and return on invested capital for the two-year performance period from July 2021 to June 2023. Common shares under the 2019 grant were issued based on the determination by the Compensation Committee of our actual achievement of net revenue growth and Adjusted EBITDAR growth for the three-year performance period from  January 1, 2020 to  December 31, 2022. As provided under the provisions of our stock incentive plan, certain of the participants elected to surrender a portion of the shares to be received to pay the withholding and other payroll taxes payable on the compensation resulting from the vesting of the PSUs.

 

The PSU grant awarded in February 2022 resulted in a total of 147,970 shares being issued during first quarter 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 year-end 2024; therefore, the vesting of the PSUs did not impact compensation costs in our 2025 consolidated statement of operations.

 

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

 

The PSU grant awarded in December 2019 resulted in a total of 519,782 shares being issued during first quarter 2023, representing approximately 2.00 shares per PSU. Of the 519,782 shares issued, a total of 200,904 were surrendered by the participants for payroll taxes, resulting in a net issuance of 318,878 shares due to the vesting of the 2019 grant. The actual achievement level under the award metrics equaled the estimated performance as of year-end 2022; therefore, the vesting of the PSUs did not impact compensation costs in our 2023 consolidated statement of operations.

 

Summarized PSU activity is as follows:

 

      

Weighted-

 
  

Performance

  

Average Grant

 
  

Stock Units

  

Date Fair Value

 

Outstanding at January 1, 2023

  514,290     

Granted

  141,644  $65.24 

Performance Adjustment

  259,891     

Canceled

  (1,265)    

Awarded

  (519,782)    

Outstanding at December 31, 2023

  394,778     

Granted

  142,130  $63.96 

Performance Adjustment

  116,905     

Canceled

  (2,322)    

Awarded

  (246,982)    

Outstanding at December 31, 2024

  404,509     

Granted

  143,417  $79.42 

Performance Adjustment

  26,676     

Canceled

  (4,413)    

Awarded

  (158,762)    

Outstanding at December 31, 2025

  411,427     

 

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

 

Career Shares

Our Career Shares Program is a stock incentive award program for certain executive officers to provide for additional capital accumulation opportunities for retirement. The program incentivizes and rewards executives for their period of service. Our Career Shares Program was adopted in December 2006, and modified in October 2010, as part of the overall update of our compensation programs. The Career Shares Program rewards eligible executives with annual grants of Boyd Gaming Corporation stock units, to be paid out at retirement. The payout at retirement is dependent upon the executive's age at such retirement and the number of years of service with the Company. Executives must be at least 55 years old and have at least 10 years of service to receive any payout at retirement. Career Shares do not contain voting rights and are not entitled to dividends. Career Shares are subject to the terms and conditions contained in the applicable award agreement and our 2020 Plan. The Career Share awards are tranched by specific term, in the following periods: 10 years, 15 years and 20 years of service. These grants vest over the remaining period of service required to fulfill the requisite years in each of these tranches, and compensation expense is recorded in accordance with the specific vesting provisions. Share-based compensation costs related to Career Shares awards are calculated based on the market price on the date of the grant.

 

Summarized Career Shares activity is as follows:

 

      

Weighted-

 
  

Restricted

  

Average Grant

 
  

Stock Units

  

Date Fair Value

 

Outstanding at January 1, 2023

  931,821     

Granted

  30,409  $54.39 

Canceled

  (3,529)    

Awarded

  —     

Outstanding at December 31, 2023

  958,701     

Granted

  22,829  $63.82 

Canceled

  —     

Awarded

  (51,249)    

Outstanding at December 31, 2024

  930,281     

Granted

  20,333  $71.83 

Canceled

  (8,014)    

Awarded

  (47,336)    

Outstanding at December 31, 2025

  895,264     

 

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

 

Share-Based Compensation

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

 

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

 

  

For the Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Restricted Stock Units

 $18,665  $17,197  $17,821 

Performance Stock Units

  12,080   11,049   13,029 

Career Shares

  1,401   1,420   1,529 

Total share-based compensation costs

 $32,146  $29,666  $32,379 

 

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

 

  

For the Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Gaming

 $1,009  $997  $1,036 

Food & beverage

  193   191   198 

Room

  92   91   94 

Selling, general and administrative

  5,131   5,071   5,263 

Corporate expense

  25,721   23,316   25,788 

Total share-based compensation expense

 $32,146  $29,666  $32,379 

 

v3.25.4
Note 12 - Fair Value Measurements
 12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

NOTE 12.     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:

 

  

December 31, 2025

 

(In thousands)

 

Balance

  

Level 1

  

Level 2

  

Level 3

 

Assets

                

Cash and cash equivalents

 $353,413  $353,413  $—  $— 

Restricted cash

  5,354   5,354   —   — 

Investment available for sale

  12,347   —   —   12,347 

 

  

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 at December 31, 2025 and 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 December 31, 2025 and 2024. The fair value of the investment is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation as of December 31, 2025 and 2024 is a discount rate of 12.6% and 13.0%, respectively. Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument are not charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the consolidated balance sheets and in the consolidated statements of comprehensive income. At both  December 31, 2025 and 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 December 31, 2025 and 2024, $11.5 million and $11.8 million, respectively, is included in other assets, net on the consolidated balance sheets. The discount associated with this investment of $1.6 million and $1.8 million as of  December 31, 2025 and 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 consolidated statements of operations.

 

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

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

 

Balance at beginning of reporting period

 $12,553  $13,327 

Total gains (losses) (realized or unrealized):

        

Included in interest income

  179   176 

Included in other comprehensive income (loss)

  400   (220)

Purchases, sales, issuances and settlements:

        

Settlements

  (785)  (730)

Balance at end of reporting period

 $12,347  $12,553 

 

We are exposed to valuation risk on our Level 3 financial instruments. We estimate our risk exposure using a sensitivity analysis of potential changes in the significant unobservable inputs of our fair value measurements. Our Level 3 financial instruments are most susceptible to valuation risk caused by changes in the discount rate. If the discount rate in our fair value measurements increased or decreased 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, long-lived assets and operating lease right-of-use-assets, classified in the fair value hierarchy as Level 3, is utilized in performing the Company's impairment analyses (see Note 3, Property and Equipment, Net, Note 4, Intangible Assets and Note 10, Leases). In addition, the fair value of the FanDuel Equity Interest, classified in the fair value hierarchy as Level 3, was utilized in allocating the proceeds from the sale of the FanDuel Equity Interest (see Note 1, Summary of Significant Accounting Policies - Collaborative Arrangements - FanDuel). 

 

Balances Disclosed at Fair Value

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

 

  

December 31, 2025

 
  Outstanding Face  Carrying  Estimated 

Fair Value

 

(In thousands)

 

Amount

  

Value

  

Fair Value

 

Hierarchy

 

Asset

              

Note receivable

 $34,789  $34,789  $35,641 

Level 3

 

Liabilities

              

Obligation under assessment arrangements

  15,737   14,200   17,915 

Level 3

 

 

  

December 31, 2024

 
  Outstanding Face  Carrying  Estimated 

Fair Value

 

(In thousands)

 

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:

 

  

December 31, 2025

 
  Outstanding Face  Carrying  Estimated 

Fair Value

 

(In thousands)

 

Amount

  

Value

  

Fair Value

 

Hierarchy

 

Credit facility

 $160,700  $156,880  $160,700 

Level 2

 

4.750% senior notes due 2027

  1,000,000   996,104   996,250 

Level 1

 

4.750% senior notes due 2031

  900,000   892,585   877,500 

Level 1

 

Total debt

 $2,060,700  $2,045,569  $2,034,450   

 

  

December 31, 2024

 
  Outstanding Face  Carrying  Estimated 

Fair Value

 

(In thousands)

 

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   

 

 

The estimated fair values of our note receivable and obligation under assessment arrangements are based on a discounted cash flow approach after giving consideration to the changes in market rates of interest, creditworthiness of both parties and credit spreads. The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about December 31, 2025 and 2024. The estimated fair values of our senior notes are based on quoted market prices as of December 31, 2025 and 2024. The other debt is not traded and does not have observable market inputs; 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 years ended December 31, 2025 and 2024.

 

v3.25.4
Note 13 - Employee Benefit Plans
 12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Compensation and Employee Benefit Plans [Text Block]

NOTE 13.    EMPLOYEE BENEFIT PLANS

We contribute to multiemployer pension defined benefit plans under terms of collective-bargaining agreements that cover our union-represented employees. Contributions, based on wages paid to covered employees, totaled approximately $1.5 million, $1.4 million and $1.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. These aggregate contributions were not individually significant to any of the respective plans. Our share of the unfunded vested liability related to multi-employer plans, if any, is not determinable and our participation is not individually significant on an individual multiemployer plan basis.

 

We have retirement savings plans under Section 401(k) of the Internal Revenue Code covering our non-union employees. The plans allow employees to defer up to the lesser of the Internal Revenue Code prescribed maximum amount or 100% of their income on a pre-tax basis through contributions to the plans. The expense of our voluntary contributions to the 401(k) profit-sharing plans and trusts, net of realized forfeitures, was $5.5 million, $5.3 million and $5.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

 

v3.25.4
Note 14 - Segment Information
 12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

NOTE 14.    SEGMENT INFORMATION

We have four reportable segments consisting of: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online (collectively "Reportable Segments"). The Online segment includes the operating results of Boyd Interactive and online market access fees from our agreements with third parties throughout the United States. To reconcile Reportable Segments information to the consolidated information, the Company has aggregated nonreportable operating segments into a Managed & Other category. The Managed & Other category includes management fees earned under our management contract with Wilton Rancheria for the management of Sky River Casino in northern California and the operating results of Lattner. The table in Note 1, Summary of Significant Accounting Policies, lists the classification of each of our gaming entertainment properties that were aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure.

 

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

 

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

 

 

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:

 

  

Year Ended December 31, 2025

 
      

Food &

          

Online

  

Management

         
  

Gaming

  

Beverage

  

Room

  

Online

  

Reimbursements

  

Fee

  

Other

  

Total

 

(In thousands)

 

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

 

Revenues

                                

Las Vegas Locals

 $654,132  $92,901  $84,977  $—  $—  $—  $57,947  $889,957 

Downtown Las Vegas

  144,003   45,061   27,526   —   —   —   12,147   228,737 

Midwest & South

  1,794,435   172,284   78,783   —   —   —   71,092   2,116,594 

Online

  —   —   —   132,165   576,158   —   —   708,323 

Managed & Other

  45,580   —   —   —   —   98,869   3,929   148,378 

Total Revenues

 $2,638,150  $310,246  $191,286  $132,165  $576,158  $98,869  $145,115  $4,091,989 

 

  

Year Ended December 31, 2024 (1)

 
      

Food &

          

Online

  

Management

         
  

Gaming

  

Beverage

  

Room

  

Online

  

Reimbursements

  

Fee

  

Other

  

Total

 

(In thousands)

 

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

 

Revenues

                                

Las Vegas Locals

 $647,753  $89,842  $98,365  $—  $—  $—  $58,548  $894,508 

Downtown Las Vegas

  145,878   44,775   27,498   —   —   —   11,940   230,091 

Midwest & South

  1,747,032   168,905   78,745   —   —   —   68,733   2,063,415 

Online

  —   —   —   155,760   450,473   —   —   606,233 

Managed & Other

  43,263   —   —   —   —   88,407   4,277   135,947 

Total Revenues

 $2,583,926  $303,522  $204,608  $155,760  $450,473  $88,407  $143,498  $3,930,194 

 

  

Year Ended December 31, 2023 (1)

 
      

Food &

          

Online

  

Management

         
  

Gaming

  

Beverage

  

Room

  

Online

  

Reimbursements

  

Fee

  

Other

  

Total

 

(In thousands)

 

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

 

Revenues

                                

Las Vegas Locals

 $684,661  $90,182  $96,157  $—  $—  $—  $57,118  $928,118 

Downtown Las Vegas

  143,899   42,252   24,986   —   —   —   11,270   222,407 

Midwest & South

  1,741,068   155,983   77,974   —   —   —   66,920   2,041,945 

Online

  —   —   —   94,203   328,008   —   —   422,211 

Managed & Other

  43,660   —   —   —   —   76,921   3,230   123,811 

Total Revenues

 $2,613,288  $288,417  $199,117  $94,203  $328,008  $76,921  $138,538  $3,738,492 

 

(1) Revenues for the years ended December 31, 2024 and 2023 have been recast to reflect the change made during 2025 to separate online reimbursements revenue from online revenue.  

 

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

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Adjusted EBITDAR

            

Las Vegas Locals

 $420,507  $428,423  $470,971 

Downtown Las Vegas

  80,451   83,325   85,507 

Midwest & South

  777,655   765,706   781,673 

Online

  63,146   107,604   62,337 

Managed & Other

  108,141   96,153   84,478 

Corporate expense

  (96,138)  (90,618)  (90,175)

Adjusted EBITDAR

  1,353,762   1,390,593   1,394,791 

Other operating costs and expenses

            

Deferred rent

  588   648   708 

Master lease rent expense

  113,769   111,406   108,398 

Depreciation and amortization

  302,710   276,639   256,780 

Share-based compensation expense

  32,146   29,666   32,379 

Project development, preopening and writedowns

  12,360   28,572   (8,935)

Impairment of assets

  128,395   10,500   107,837 

Other operating items, net

  15,388   5,385   (4,207)

Total other operating costs and expenses

  605,356   462,816   492,960 

Operating income

  748,406   927,777   901,831 

Other expense (income)

            

Interest income

  (4,826)  (1,625)  (23,886)

Interest expense, net of amounts capitalized

  157,642   177,409   171,247 

Loss on early extinguishments and modifications of debt

  1,446   —   — 

Other, net

  (1,735,527)  (10)  1,563 

Total other (income) expense, net

  (1,581,265)  175,774   148,924 

Income before income taxes

  2,329,671   752,003   752,907 

Income tax provision

  (490,769)  (174,051)  (132,884)

Net income

  1,838,902   577,952   620,023 

Net loss attributable to noncontrolling interest

  4,371   —   — 

Net income attributable to Boyd Gaming

 $1,843,273  $577,952  $620,023 

 

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

 

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

 

Year Ended December 31, 2025

                        

Revenues

 $889,957  $228,737  $2,116,594  $708,323  $148,378  $4,091,989 

Other segment expenses (1)

  469,450   148,286   1,338,939   645,177   40,237   2,642,089 

Corporate expense

  —   —   —   —   —   96,138 

Adjusted EBITDAR

 $420,507  $80,451  $777,655  $63,146  $108,141  $1,353,762 
                         

Year Ended December 31, 2024

                        

Revenues

 $894,508  $230,091  $2,063,415  $606,233  $135,947  $3,930,194 

Other segment expenses (1)

  466,085   146,766   1,297,709   498,629   39,794   2,448,983 

Corporate expense

  —   —   —   —   —   90,618 

Adjusted EBITDAR

 $428,423  $83,325  $765,706  $107,604  $96,153  $1,390,593 
                         

Year Ended December 31, 2023

                        

Revenues

 $928,118  $222,407  $2,041,945  $422,211  $123,811  $3,738,492 

Other segment expenses (1)

  457,147   136,900   1,260,272   359,874   39,333   2,253,526 

Corporate expense

  —   —   —   —   —   90,175 

Adjusted EBITDAR

 $470,971  $85,507  $781,673  $62,337  $84,478  $1,394,791 

 

(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:

 

  

December 31,

  

December 31,

 

(In thousands)

 

2025

  

2024

 

Assets

        

Las Vegas Locals

 $1,681,176  $1,623,935 

Downtown Las Vegas

  288,699   292,765 

Midwest & South

  3,924,404   3,855,386 

Online

  159,996   185,567 

Managed & Other

  111,396   115,839 

Corporate

  409,019   318,323 

Total Assets

 $6,574,690  $6,391,815

 

 

Capital Expenditures

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

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Capital Expenditures

            

Las Vegas Locals

 $212,982  $71,182  $82,918 

Downtown Las Vegas

  12,342   12,040   42,233 

Midwest & South

  209,610   228,457   200,577 

Online

  187   42   224 

Managed & Other

  4,951   5,050   5,001 

Corporate

  159,422   90,959   55,776 

Total Capital Expenditures

  599,494   407,730   386,729 

Change in Accrued Capital Expenditure Additions

  (11,279)  (7,330)  (12,779)

Cash-Based Capital Expenditures

 $588,215  $400,400  $373,950 

 

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

v3.25.4
Note 15 - Related Party Transactions
 12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

NOTE 15.     RELATED PARTY TRANSACTIONS

Boyd Percentage Ownership

Marianne Boyd Johnson, our Chairman, together with her immediate family, beneficially owned approximately 30% of our outstanding shares of common stock as of December 31, 2025. As such, the Boyd family has the ability to significantly influence our affairs, including the election of members of our Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation or sale of assets. For each of the years ended December 31, 2025, 2024 and 2023, there were no related party transactions between the Company and the Boyd family other than compensation, including salary and equity incentives, and Board of Director fees.

 

 

v3.25.4
Note 16 - Subsequent Events
 12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 16.    SUBSEQUENT EVENTS

We have evaluated all events or transactions that occurred after December 31, 2025. During this period, up to the filing date, other than the following: (i) a $0.20 per share cash dividend declared by the Board of Directors on  February 19, 2026 and payable  April 15, 2026 to shareholders of record on March 16, 2026; and (ii) entering into a new amended and restated credit agreement as discussed further below, we did not identify any additional subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations.

 

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

 

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

 

The New Credit Agreement includes an accordion feature which permits the incurrence of one or more new tranches of revolving credit commitments or term loans and increases to the New Revolving Credit Facility and New Term A Loan Facility in an aggregate amount up to the sum of (i) the greater of (x) $1,250.0 million and (y) 100% of Consolidated EBITDA (as defined in the New Credit Agreement), (ii) the amount of certain voluntary prepayments of senior secured indebtedness of the Company, and (iii) the maximum amount of incremental commitments which, after giving effect thereto, would not cause the Consolidated First Lien Net Leverage Ratio (as defined in the New Credit Agreement) to exceed 3.00 to 1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions.

 

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

 

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

 

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

 

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

 

 

v3.25.4
Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Consolidation, Policy [Policy Text Block]

Organization

Boyd Gaming Corporation (and together with its subsidiaries, the "Company," the "Registrant," "Boyd Gaming," "Boyd," "we" or "us") was incorporated in the state of Nevada 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".

 

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

 

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

 

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 (3)

 

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

The Interim Gaming Hall (4) Norfolk, Virginia

 

(1) Property has been closed since March 18, 2020. The Company began demolition of the property during the fourth quarter of 2025.

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

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

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

 

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

 
Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries. In addition, we consolidate variable interest entities ("VIEs") for which we 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.

 
Reclassification, Comparability Adjustment [Policy Text Block]

Recasted Consolidated Statements of Operations 

In 2025, the Company has separated out online reimbursements revenue from online revenue and online reimbursements expense from online expense. Under certain of our online market access agreements, we are the primary obligor and are responsible for paying gaming taxes and other license payments owed as the gaming licensee for the related online gaming activities. We are reimbursed for these taxes and other payments by the third-party operators. To improve transparency on the face of the financial statements, the reimbursements we receive are recorded as online reimbursements revenue and the gaming taxes and other expenses paid are reported as online reimbursements expense. Online revenue and online expense include Boyd Interactive operations and our revenue share from our online market access agreements. Revenue and operating expense for 2024 and 2023 have been recast to conform to this presentation. The disaggregation of online reimbursements revenue from online revenue and online reimbursements expense from online expense did not impact the Company's total revenues, net income or earnings per share as previously reported for 2024 and 2023. 

 
Cash and Cash Equivalents, Unrestricted Cash and Cash Equivalents, Policy [Policy Text Block]

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.

 
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

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 consolidated balance sheets to the total balance shown in the consolidated statements of cash flows.

 

  

December 31,

  

December 31,

  

December 31,

  

December 31,

 

(In thousands)

 

2025

  

2024

  

2023

  

2022

 

Cash and cash equivalents

 $353,413  $316,688  $304,271  $283,472 

Restricted cash

  5,354   4,676   3,659   11,593 

Total cash, cash equivalents and restricted cash

 $358,767  $321,364  $307,930  $295,065 

 
Accounts Receivable [Policy Text Block]

Accounts Receivable, net

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

 

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

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Beginning balance, January 1,

 $2,341  $2,728  $2,595 

Additions

  1,311   921   984 

Deductions

  (1,095)  (1,308)  (851)

Ending balance, December 31,

 $2,557  $2,341  $2,728 

 
Inventory, Policy [Policy Text Block]

Inventories

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

 
Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment, net

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

 

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

 

Building and improvements

2 through 40 years

Riverboats and barges

5 through 40 years

Furniture and equipment

1 through 12 years

 

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

 

For an asset that is held for sale, we recognize the asset at the lower of carrying value or fair market value, less costs of disposal, as estimated based on comparable asset sales, cost and income approaches. For a long-lived asset to be held and used, we review the asset for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We then compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. The asset is not impaired if the undiscounted future cash flows exceed its carrying value. If the carrying value exceeds the undiscounted future cash flows, then an impairment charge is recorded, typically measured using a discounted cash flow model, which is based on the estimated future results of the relevant asset group discounted using our weighted-average cost of capital. In certain circumstances, the sales comparison approach, which analyzes recent sales transactions of similar assets, or the cost approach, which is based on the premise that a prudent investor would pay no more for an asset of similar utility than its replacement or reproduction cost, may be used in place of the discounted cash flow model to derive fair value. All resulting recognized impairment charges are recorded as impairment of assets within operating costs and expenses.

 
Interest Capitalization, Policy [Policy Text Block]

Capitalized Interest

Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using our weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. There was capitalized interest of $3.2 million, $3.1 million and $3.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

 
Marketable Securities, Policy [Policy Text Block]

Investment in Available for Sale Securities

We have an investment in a single municipal bond issuance of $15.6 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 ("City Bonds"). This investment is classified as available-for-sale and is recorded at fair value. The fair value at December 31, 2025 and 2024 was $12.3 million and $12.6 million, respectively. At both  December 31, 2025 and 2024, $0.8 million is included in prepaid expenses and other current assets and at  December 31, 2025 and 2024, $11.5 million and $11.8 million, respectively, is included in other assets, net.

 

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

 

(In thousands)

    

For the year ending December 31,

    

2026

 $845 

2027

  910 

2028

  975 

2029

  1,050 

2030

  1,130 

Thereafter

  10,655 

Total

 $15,565 

 
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]

Intangible Assets

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

 

Amortizing Intangible Assets

Customer relationships represent the value of repeat business associated with our customer loyalty programs and are being amortized on an accelerated method over their approximate useful life. B2B relationships and B2C relationships represent the value of our customer relationships, including those under contractual arrangements, associated with our online gaming operations and are being amortized on a straight-line basis over seven to twelve years. Host agreements represent the value associated with our host establishment relationships and are being amortized on a straight-line basis over 15 years. Development agreement is a contract between two parties establishing an agreement for development of a product or service. This agreement is being amortized over the respective cash flow period of the related seven-year agreement. Developed technology represents the value associated with our online gaming platform and is being amortized on a straight-line basis over 10 years. Marketing agreement is a contract between two parties establishing an agreement for marketing and promotional services and is being amortized on a straight-line basis over the 20-year term of the agreement. 

 

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

 

Indefinite-Lived Intangible Assets

Trademarks are based on the value of our brands, which reflect the level of service and quality we provide and from which we generate repeat business. Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight, and a limitation on the number of licenses available for issuance therein. These assets, considered indefinite-lived intangible assets, are not subject to amortization, but instead are subject to an annual impairment test, and between annual test dates in certain circumstances. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference. Gaming license rights are tested for impairment using a multi-period excess earnings method, which is a specific discounted cash flow model or a qualitative assessment approach, and trademarks are tested for impairment using the relief-from-royalty method or a qualitative assessment approach.

 
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets in a business combination that are not individually identified and separately recognized. Goodwill is not subject to amortization, but it is subject to an annual impairment test and in between annual test dates in certain circumstances.

 

 

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

 
Debt, Policy [Policy Text Block]

Long-Term Debt, Net

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

 
Income Tax, Policy [Policy Text Block]

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.

 

In performing our second quarter 2023 valuation allowance analysis, we determined that the positive evidence in favor of releasing a portion of our valuation allowance for certain state jurisdictions, outweighed the negative evidence. We utilized a rolling twelve quarters of pre-tax income adjusted for permanent book to tax differences as a measure of cumulative results in recent years. We transitioned from a cumulative loss position to a cumulative income position over the rolling twelve quarters ended June 30, 2023. Other evidence considered in the analysis included, but was not limited to, a trend reflective of improvement in recent earnings, forecasts of profitability and taxable income and the reversal of existing temporary differences. The change in these conditions during the three months ended June 30, 2023 provided positive evidence that supported the release of the valuation allowance against a significant portion of our state deferred tax assets. As such, we concluded that it was more likely than not that the benefit from our deferred tax assets would be realized. As a result, during the second quarter of 2023, we released $35.9 million of valuation allowance on our state income tax net operating loss carryforwards and other deferred tax assets. 

 

Other Long-Term Tax Liabilities

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

 

Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize 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 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 December 31, 2025 and 2024, and for the years then ended, there were no changes to our unrecognized tax benefits to date.

 

Tax Credits

Pursuant to provisions under the Inflation Reduction Act of 2022, the Company entered into agreements to purchase $400.9 million of transferable federal energy tax credits during 2025 at a discount to face value, which resulted in an income tax benefit recorded during the year ended December 31, 2025. 

 
Self Insurance Reserves Policy [Policy Text Block]

Self-Insurance Reserves

We are self-insured for various insurance coverages such as property, general liability, employee health and workers' compensation costs with the appropriate levels of deductibles and retentions. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not yet reported. In estimating these accruals, we consider historical loss experience and make judgments about the expected levels of costs per claim. Management believes the estimates of future liability are reasonable based upon our methodology; however, changes in health care costs, accident frequency and severity and other factors could materially affect the estimate for these liabilities. Certain of these claims represent obligations to make future payments; and therefore, we discount such reserves to an amount representing the present value of the claims which will be paid in the future using a blended rate, which represents the inherent risk and the average payout duration. Self-insurance reserves are included in accrued liabilities on our consolidated balance sheets.

 

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

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Beginning balance, January 1,

 $33,057  $33,857  $37,492 

Additions

            

Charged to costs and expenses

  85,218   79,373   68,981 

Payments made

  (84,470)  (80,173)  (72,616)

Ending balance, December 31,

 $33,805  $33,057  $33,857 

 
Stockholders' Equity, Policy [Policy Text Block]

Accumulated Other Comprehensive Income (Loss)

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

 
Lessee, Leases [Policy Text Block]

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 [Policy Text Block]

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

 

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

 

Gaming wager contracts 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 6, 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 6, 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 6, 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:

 

  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Food & beverage

 $135,950  $128,322  $119,202 

Rooms

  65,395   62,944   62,521 

Other

  8,983   8,595   8,679 

 
Gaming Taxes [Policy Text Block]

Gaming Taxes

We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate. These gaming taxes are assessed based on our gaming revenues and are recorded in the consolidated statements of operations as a gaming expense for gaming entertainment properties and online expense for Boyd Interactive operations. Gaming taxes recorded as gaming expense totaled approximately $528.2 million, $515.3 million and $512.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. Gaming taxes recorded as online expense, excluding taxes paid under online market access agreements (see Online Market Access Agreements below for further discussion), totaled $24.9 million, $14.4 million and $6.2 million for the years ended  December 31, 2025, 2024 and 2023, respectively.

 
Advertising Cost [Policy Text Block]

Advertising Expense

Direct advertising costs are expensed the first time such advertising appears. Advertising costs are included in selling, general and administrative expenses on the consolidated statements of operations and totaled $27.6 million, $26.9 million and $22.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

 
Corporate Expense Policy [Policy Text Block]

Corporate Expense

Corporate expense represents unallocated payroll, professional fees, rent, aircraft costs 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.

 
Start-up Activities, Cost Policy [Policy Text Block]

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. 

 
Share-Based Payment Arrangement [Policy Text Block]

Share-Based Compensation

Share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period. The requisite service period can be impacted by the provisions of the Company’s stock compensation programs that provide for automatic vesting acceleration upon retirement (including as a result of death or disability) for those long-service participants achieving defined age and years of service criteria. These acceleration provisions do not apply to stock grants and awards issued within six months of the employee’s retirement. Compensation costs related to stock option awards are calculated based on the fair value of each major option grant on the date of the grant using the Black-Scholes option pricing model, which requires the following assumptions: expected stock price volatility, risk-free interest rates, expected option lives and dividend yields. We form our assumptions using historical experience and observable market conditions.

 
Foreign Currency Transactions and Translations Policy [Policy Text Block]

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, net on our consolidated statements of operations.

 
Earnings Per Share, Policy [Policy Text Block]

Net Income per Share

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

 
Collaborative Arrangement, Accounting Policy [Policy Text Block]

Collaborative Arrangements - FanDuel

In 2018, we acquired a five percent equity ownership in FanDuel Group Parent, LLC ("FanDuel"). During the period that we held the five percent equity interest, we did not have the ability to exercise significant influence over FanDuel's operations and financial policies. Our five percent equity ownership in FanDuel was recorded at cost in accordance with the measurement alternative allowed under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 321, Accounting for Investments of Equity Securities. We evaluated the investment for impairment whenever events or circumstances indicated that the carrying amount may not be recoverable. We evaluated the recorded value of the investment when any observable price changes in orderly transactions for an identical or similar investment required an adjustment of the investment to fair value. From the acquisition of the FanDuel equity interest in 2018 to the sale of such investment in July 2025, as discussed below, the Company had no accumulated impairments or adjustments to fair value related to the investment.

 

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

 

In connection with the sale of the Equity Interest, Boyd Gaming and FanDuel or their respective affiliated entities terminated certain of their existing agreements related to their strategic partnership and entered into certain new agreements (collectively, the "FanDuel Market Access Agreements"), pursuant to which Boyd Gaming or its subsidiaries ("Boyd Entities") agreed to, among other things, (i) provide FanDuel or its subsidiary with certain market access rights to operate online sports wagering or other online gaming services similar to the prior arrangements with Boyd entities, updated to an annual fixed fee owed to the Boyd Entities instead of variable fees based on net wagering wins and losses and to extend the term of the arrangements to 2038, and (ii) transition any branding and operational support provided by FanDuel at the existing FanDuel branded sportsbooks at Boyd Gaming properties to be branded and operated entirely by Boyd Entities, but utilizing certain sports betting data feeds provided by FanDuel or its affiliate.

 
Online Market Access Agreements [Policy Text Block]

Online Market Access Agreements

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

 

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

 
Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk

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

 

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

 

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

 
Use of Estimates, Policy [Policy Text Block]

Use of Estimates

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

 

 
New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Pronouncements

Accounting Standards Update ("ASU") 2023-09, Income Taxes, Topic 740, Improvements to Income Tax Disclosures ("Update 2023-09")

In December 2023, the FASB issued Update 2023-09 to improve income tax disclosure requirements, primarily related to rate reconciliations and income taxes paid. Update 2023-09 is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted Update 2023-09 retrospectively in first quarter 2025, and the guidance was applied with the expanded income tax disclosure requirements included in Note 8, Income Taxes. 

 

ASU 2023-07, Segment Reporting, Topic 280, Improvements to Reportable Segment Disclosures ("Update 2023-07")

In November 2023, the FASB issued Update 2023-07 to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. Update 2023-07 is to be applied retrospectively and is effective for financial statements issued for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, with early adoption permitted. The Company adopted Update 2023-07 during first quarter 2024, and the guidance was applied with the expanded significant segment expense disclosure requirements included in Note 14, Segment Information.

 

Recently Issued Accounting Pronouncements

ASU 2025-11, Interim Reporting (Topic 270) ("Update 2025-11")

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

 

ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) ("Update 2025-06")

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

 

ASU 2025-05, Financial Instruments - Credit Losses (Topic 326) ("Update 2025-05")

In July 2025, the FASB issued Update 2025-05 to clarify guidance related to Topic 326 for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers, and allowing for a practical expedient that assumes that current conditions as of the balance sheet do not change for the remaining life of the asset. Update 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the impact of the adoption of Update 2025-05 to the consolidated financial statements.

 

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

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

 

A variety of proposed or otherwise potential accounting standards are currently being studied by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of such proposed standards would have on our consolidated financial statements.

v3.25.4
Note 1 - Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2025
Notes Tables  
Schedule of Cash and Cash Equivalents and Restricted Cash [Table Text Block]
  

December 31,

  

December 31,

  

December 31,

  

December 31,

 

(In thousands)

 

2025

  

2024

  

2023

  

2022

 

Cash and cash equivalents

 $353,413  $316,688  $304,271  $283,472 

Restricted cash

  5,354   4,676   3,659   11,593 

Total cash, cash equivalents and restricted cash

 $358,767  $321,364  $307,930  $295,065 
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]
  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Beginning balance, January 1,

 $2,341  $2,728  $2,595 

Additions

  1,311   921   984 

Deductions

  (1,095)  (1,308)  (851)

Ending balance, December 31,

 $2,557  $2,341  $2,728 
Property, Plant and Equipment, Useful Life [Table Text Block]

Building and improvements

2 through 40 years

Riverboats and barges

5 through 40 years

Furniture and equipment

1 through 12 years
Investments Classified by Contractual Maturity Date [Table Text Block]

(In thousands)

    

For the year ending December 31,

    

2026

 $845 

2027

  910 

2028

  975 

2029

  1,050 

2030

  1,130 

Thereafter

  10,655 

Total

 $15,565 
Schedule of Changes in Self Insurance Reserves [Table Text Block]
  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Beginning balance, January 1,

 $33,057  $33,857  $37,492 

Additions

            

Charged to costs and expenses

  85,218   79,373   68,981 

Payments made

  (84,470)  (80,173)  (72,616)

Ending balance, December 31,

 $33,805  $33,057  $33,857 
Schedule Of Promotional Allowances [Table Text Block]
  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Food & beverage

 $135,950  $128,322  $119,202 

Rooms

  65,395   62,944   62,521 

Other

  8,983   8,595   8,679 

v3.25.4
Note 2 - Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2025
Notes Tables  
Business Combination [Table Text Block]

(In thousands)

 

Final Purchase Price Allocation

 

Current assets

 $4,303 

Other assets

  110 

Intangible assets

  22,800 

Total acquired assets

  27,213 
     

Current liabilities

  3,891 

Other liabilities

  28 

Total liabilities assumed

  3,919 

Net identifiable assets acquired

  23,294 

Goodwill

  10,700 

Net assets acquired

 $33,994 
Business Combination, Intangible Asset, Acquired, Finite-Lived [Table Text Block]
 

Useful Lives

    

(In thousands)

(in years)

 

As Recorded

 

Gaming license right

Indefinite

 $15,000 

Customer relationships

5

  3,300 

Marketing agreement

20

  4,500 

Total intangible assets acquired

  $22,800 

v3.25.4
Note 3 - Property and Equipment, Net (Tables)
 12 Months Ended
Dec. 31, 2025
Notes Tables  
Property, Plant and Equipment [Table Text Block]
  

December 31,

 

(In thousands)

 

2025

  

2024

 

Land

 $356,696  $338,469 

Buildings and improvements

  3,365,328   3,398,700 

Furniture and equipment

  1,980,090   1,870,124 

Riverboats and barges

  194,292   211,879 

Construction in progress

  271,603   148,571 

Total property and equipment

  6,168,009   5,967,743 

Less accumulated depreciation

  (3,296,625)  (3,288,467)

Property and equipment, net

 $2,871,384  $2,679,276 

v3.25.4
Note 4 - Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2025
Notes Tables  
Schedule of Intangible Assets and Goodwill [Table Text Block]
  

December 31, 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

  3.7  $3,300  $(880) $—  $—  $2,420 

Host agreements

  7.4   58,000   (29,323)  —   —   28,677 

Development agreement

  3.6   21,373   (10,304)  —   —   11,069 

Developed technology

  6.4   47,361   (15,351)  —   (80)  31,930 

B2B relationships

  4.0   28,000   (12,395)  —   (6)  15,599 

B2C relationships

  8.8   13,000   (3,430)  —   —   9,570 

Marketing agreement

  18.7   4,500   (300)  —   —   4,200 
       175,534   (71,983)  —   (86)  103,465 

Indefinite lived intangible assets

                        

Trademarks

  

Indefinite

   199,900   —   (32,275)  —   167,625 

Gaming license rights

  

Indefinite

   1,491,835   (33,960)  (253,974)  —   1,203,901 
       1,691,735   (33,960)  (286,249)  —   1,371,526 

Balances, December 31, 2025

     $1,867,269  $(105,943) $(286,249) $(86) $1,474,991 
  

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 
Schedule of Changes in Intangible Assets [Table Text Block]

(In thousands)

 

Customer Relationships

  

Host Agreements

  

Development Agreement

  

Developed Technology

  

B2B Relationships

  

B2C Relationships

  

Marketing Agreement

  

Trademarks

  

Gaming License Rights

  

Intangible Assets, Net

 

Balance, January 1, 2023

 $980  $40,278  $20,228  $35,898  $27,360  $12,819  $—  $167,625  $1,121,947  $1,427,135 

Additions

  —   —   —   3,536   —   —   —   —   —   3,536 

Impairments

  —   —   —   —   —   —   —   —   (21,300)  (21,300)

Amortization

  (940)  (3,867)  (3,053)  (3,882)  (3,914)  (1,083)  —   —   —   (16,739)

Effect of foreign currency exchange

  —   —   —   172   40   —   —   —   —   212 

Balance, December 31, 2023

  40   36,411   17,175   35,724   23,486   11,736   —   167,625   1,100,647   1,392,844 

Additions

  3,300   —   —   3,454   —   —   4,500   —   15,000   26,254 

Impairments

  —   —   —   —   —   —   —   —   (10,500)  (10,500)

Amortization

  (260)  (3,867)  (3,053)  (4,563)  (3,915)  (1,083)  (75)  —   —   (16,816)

Effect of foreign currency exchange

  —   —   —   (643)  (132)  —   —   —   —   (775)

Balance, December 31, 2024

  3,080   32,544   14,122   33,972   19,439   10,653   4,425   167,625   1,105,147   1,391,007 

Additions

  —   —   —   3,926   —   —   —   —   98,754   102,680 

Amortization

  (660)  (3,867)  (3,053)  (6,306)  (3,914)  (1,083)  (225)  —   —   (19,108)

Effect of foreign currency exchange

  —   —   —   338   74   —   —   —   —   412 

Balance, December 31, 2025

 $2,420  $28,677  $11,069  $31,930  $15,599  $9,570  $4,200  $167,625  $1,203,901  $1,474,991 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

(In thousands)

 

Customer Relationships

  

Host Agreements

  

Development Agreement

  

Developed Technology

  

B2B Relationships

  

B2C Relationships

  

Marketing Agreement

  

Total

 

For the year ending

                                

December 31,

                                

2026

 $660  $3,867  $3,053  $5,430  $3,907  $1,083  $225  $18,225 

2027

  660   3,867   3,053   5,414   3,914   1,083   225   18,216 

2028

  660   3,867   3,053   5,200   3,914   1,083   225   18,002 

2029

  440   3,867   1,910   4,500   3,296   1,083   225   15,321 

2030

  —   3,867   —   3,946   200   1,083   225   9,321 

Thereafter

  —   9,342   —   7,440   368   4,155   3,075   24,380 

Total future amortization

 $2,420  $28,677  $11,069  $31,930  $15,599  $9,570  $4,200  $103,465 

v3.25.4
Note 5 - Goodwill (Tables)
 12 Months Ended
Dec. 31, 2025
Notes Tables  
Schedule of Goodwill [Table Text Block]
  December 31, 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)  90   22,827 

Managed & Other

  30,529   —   (30,529)  —   — 

Balances, December 31, 2025

 $1,372,099  $(6,134) $(408,078) $90  $957,977 
  

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 
Goodwill Rollforward [Table Text Block]

(In thousands)

 

Goodwill, Net

 

Balance, January 1, 2023

 $1,033,744 

Effect of foreign currency exchange

  134 

Impairments

  (86,537)

Balance, December 31, 2023

  947,341 

Additions

  10,700 

Effect of foreign currency exchange

  (152)

Balance, December 31, 2024

  957,889 

Effect of foreign currency exchange

  88 

Balance, December 31, 2025

 $957,977 

v3.25.4
Note 6 - Accrued Liabilities (Tables)
 12 Months Ended
Dec. 31, 2025
Notes Tables  
Schedule of Accrued Liabilities [Table Text Block]
  

December 31,

  

December 31,

 

(In thousands)

 

2025

  

2024

 

Payroll and related

 $75,822  $86,267 

Interest

  17,092   17,593 

Gaming

  72,627   73,321 

Player loyalty program

  20,132   20,896 

Advance deposits

  17,795   15,426 

Outstanding chips

  5,443   7,790 

Dividends payable

  13,767   14,665 

Operating leases

  111,836   102,855 

Other

  493,413   108,602 

Total accrued liabilities

 $827,927  $447,415 

v3.25.4
Note 7 - Long-term Debt (Tables)
 12 Months Ended
Dec. 31, 2025
Notes Tables  
Schedule of Long-Term Debt Instruments [Table Text Block]
  

December 31, 2025

 
  

Interest

      

Unamortized

     
  

Rates at

      

Origination

     
  

December 31,

  

Outstanding

  

Fees and

  

Long-Term

 

(In thousands)

 

2025

  

Principal

  

Costs

  

Debt, Net

 

Credit facility

  5.318% $160,700  $(3,820) $156,880 

4.750% senior notes due 2027

  4.750%  1,000,000   (3,896)  996,104 

4.750% senior notes due 2031

  4.750%  900,000   (7,415)  892,585 

Long-term debt, net

     $2,060,700  $(15,131) $2,045,569 
  

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 
Schedule of Line of Credit Facilities [Table Text Block]
  

December 31,

  

December 31,

 

(In thousands)

 

2025

  

2024

 

Revolving Credit Facility

 $135,000  $475,000 

Term A Loan

  —   759,000 

Swing Loan

  25,700   66,300 

Total outstanding principal amounts

 $160,700  $1,300,300 
Schedule of Maturities of Long-Term Debt [Table Text Block]

(In thousands)

 

Total

 

For the year ending December 31,

    

2026

 $— 

2027

  1,160,700 

2028

  — 

2029

  — 

2030

  — 

Thereafter

  900,000 

Total outstanding principal of long-term debt

 $2,060,700 

v3.25.4
Note 8 - Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2025
Notes Tables  
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]
  

December 31,

 

(In thousands)

 

2025

  

2024

 

Deferred income tax assets

        

State net operating loss carryforwards

 $42,112  $41,206 

Operating lease liability

  140,597   158,301 

Share-based compensation

  17,789   17,317 

Other

  91,678   29,770 

Gross deferred income tax assets

  292,176   246,594 

Valuation allowance

  (13,296)  (13,296)

Deferred income tax assets, net of valuation allowance

  278,880   233,298 
         

Deferred income tax liabilities

        

Difference between book and tax basis of property and intangible assets

  416,127   382,854 

State tax liability

  42,851   32,084 

Right-of-use asset

  136,951   154,480 

Other

  6,424   10,796 

Gross deferred income tax liabilities

  602,353   580,214 

Deferred income tax liabilities, net

 $323,473  $346,916 
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]
  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Income (loss) before income taxes

            

United States

 $2,330,204  $753,109  $760,638 

Foreign

  (533)  (1,106)  (7,731)

Total income before income taxes

  2,329,671   752,003   752,907 

Income tax provision

            

Current

            

Federal

 $116,760  $110,433  $148,726 

State

  21,664   7,456   14,937 

Foreign

  —   —   — 

Total current taxes provision

  138,424   117,889   163,663 

Deferred

            

Federal

  342,545   42,235   20,820 

State

  9,829   13,987   (49,709)

Foreign

  (29)  (60)  (1,890)

Total deferred taxes provision

  352,345   56,162   (30,779)

Total income tax provision

 $490,769  $174,051  $132,884 
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]
  

Year Ended December 31,

 
  

2025

  

2024

  

2023

 

(In thousands, except percentages)

  Amount   Percent   Amount   Percent   Amount   Percent 

Tax at federal statutory rate

 $489,231   21.0% $157,921   21.0% $158,110   21.0%

State income taxes, net of federal benefit (1)

  24,879   1.1%  16,940   2.3%  (26,322)  (3.5)%

Foreign taxes

  (28)  —%  (60)  —%  (1,890)  (0.3)%

Federal tax credit

                        

Renewable energy credits

  (24,790)  (1.1)%  —   —%  —   —%

Other credits

  (1,643)  (0.1)%  (2,027)  (0.3)%  (2,228)  (0.3)%

Nontaxable or nondeductible items

  3,120   0.2%  1,277   0.1%  5,214   0.7%

Effective tax rate

 $490,769   21.1% $174,051   23.1% $132,884   17.6%
Schedule of Cash Paid for Income Taxes [Table Text Block]
  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Federal

 $108,321  $131,000  $146,000 

State

  23,446   13,512   18,482 

Foreign

  —   —   — 

Total cash taxes paid, net of refunds

 $131,767  $144,512  $164,482 
  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

State

            

Illinois (1)

 $6,710  $—  $— 

v3.25.4
Note 10 - Leases (Tables)
 12 Months Ended
Dec. 31, 2025
Notes Tables  
Lease, Cost [Table Text Block]
  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

 

Operating lease cost

 $159,353  $158,283 

Short-term lease cost

  —   — 
Lessee, Leases, Supplemental Cash Flow Information [Table Text Block]
  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

 

Cash paid for amounts included in the measurement of lease liabilities:

        

Operating cash flows from operating leases

 $157,655  $156,136 
         

Right-of-use assets obtained in exchange for lease obligations:

        

Operating leases

  41,006   31,556 
Lessee, Leases, Supplemental Balance Sheet Information [Table Text Block]
  December 31, 

(In thousands, except lease term and discount rate)

 

2025

  

2024

 

Operating Leases

        

Operating lease right-of-use assets, including favorable lease rates asset

 $646,146  $735,618 
         

Current lease liabilities (included in accrued liabilities)

 $111,836  $102,855 

Operating lease liabilities

  554,252   651,751 

Total operating lease liabilities

 $666,088  $754,606 
         

Weighted Average Remaining Lease Term

        

Operating leases (in years)

  14.1   14.6 
         

Weighted Average Discount Rate

        

Operating leases

  8.5%  8.3%
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

(In thousands)

 

Operating Leases

 

For the year ending December 31,

    

2026

 $157,129 

2027

  156,092 

2028

  116,778 

2029

  116,132 

2030

  115,989 

Thereafter

  512,263 

Total lease payments

  1,174,383 

Less imputed interest

  (508,295)

Less current portion (included in accrued liabilities)

  (111,836)

Long-term portion of operating lease liabilities

 $554,252 
Lessor, Operating Lease, Payment to be Received, Maturity [Table Text Block]

(In thousands)

 

Minimum Rental Income

 

For the year ending December 31,

    

2026

 $1,438 

2027

  1,360 

2028

  1,272 

2029

  1,016 

2030

  990 

Thereafter

  1,255 

Total

 $7,331 

v3.25.4
Note 11 - Stockholders' Equity and Stock Incentive Plans (Tables)
 12 Months Ended
Dec. 31, 2025
Notes Tables  
Share Repurchase Program [Table Text Block]
  

For the Year Ended December 31,

 

(In thousands, except per share data)

 

2025

  

2024

  

2023

 

Shares repurchased (2)

  10,119   11,086   6,537 

Total cost, including brokerage fees (3)

 $778,324  $685,850  $412,655 

Average repurchase price per share (4)

 $76.91  $61.87  $63.13 
Dividends Declared [Table Text Block]

Declaration date

 

Record date

 

Payment date

 

Amount per share

 

February 14, 2023

 

March 15, 2023

 

April 15, 2023

 $0.16 

May 4, 2023

 

June 15, 2023

 

July 15, 2023

  0.16 

August 15, 2023

 

September 15, 2023

 

October 15, 2023

  0.16 

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 

August 20, 2024

 

September 15, 2024

 

October 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 

August 12, 2025

 

September 15, 2025

 

October 15, 2025

  0.18 

December 4, 2025

 

December 15, 2025

 

January 15, 2026

  0.18 
Share-Based Payment Arrangement, Option, Activity [Table Text Block]
          

Weighted-

     
      

Weighted-

  

Average

     
      

Average

  

Remaining

  

Aggregate

 
  

Options

  

Option Price

  

Term

  

Intrinsic Value

 
          

(In years)

  

(In thousands)

 

Outstanding at January 1, 2023

  108,381  $14.58         

Granted

  —   —         

Canceled

  —   —         

Exercised

  (32,000)  9.86         

Outstanding at December 31, 2023

  76,381   16.56         

Granted

  —   —         

Canceled

  —   —         

Exercised

  (44,980)  15.60         

Outstanding at December 31, 2024

  31,401   17.94         

Granted

  —   —         

Canceled

  —   —         

Exercised

  (7,477)  18.55         

Outstanding at December 31, 2025

  23,924  $17.75   0.9  $1,615 
                 

Exercisable at December 31, 2024

  31,401  $17.94   1.8  $1,714 
                 

Exercisable at December 31, 2025

  23,924  $17.75   0.9  $1,615 
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block]
   

Options Outstanding

  

Options Exercisable

 
       

Weighted-

             
       

Average

             
       

Remaining

  

Weighted-

      

Weighted-

 
   

Number

  

Contractual

  

Average

  

Number

  

Average

 

Exercise Price

  

Outstanding

  

Life (Years)

  

Exercise Price

  

Exercisable

  

Exercise Price

 
$17.75   23,924   0.9  $17.75   23,924  $17.75 
Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]
      

Weighted-

 
  

Restricted

  

Average Grant

 
  

Stock Units

  

Date Fair Value

 

Outstanding at January 1, 2023

  918,248     

Granted

  304,361  $65.36 

Canceled

  (14,729)    

Awarded

  (311,376)    

Outstanding at December 31, 2023

  896,504     

Granted

  291,961  $63.29 

Canceled

  (11,100)    

Awarded

  (324,372)    

Outstanding at December 31, 2024

  852,993     

Granted

  255,667  $78.86 

Canceled

  (19,215)    

Awarded

  (175,341)    

Outstanding at December 31, 2025

  914,104     
Schedule of Nonvested Performance-Based Units Activity [Table Text Block]
      

Weighted-

 
  

Performance

  

Average Grant

 
  

Stock Units

  

Date Fair Value

 

Outstanding at January 1, 2023

  514,290     

Granted

  141,644  $65.24 

Performance Adjustment

  259,891     

Canceled

  (1,265)    

Awarded

  (519,782)    

Outstanding at December 31, 2023

  394,778     

Granted

  142,130  $63.96 

Performance Adjustment

  116,905     

Canceled

  (2,322)    

Awarded

  (246,982)    

Outstanding at December 31, 2024

  404,509     

Granted

  143,417  $79.42 

Performance Adjustment

  26,676     

Canceled

  (4,413)    

Awarded

  (158,762)    

Outstanding at December 31, 2025

  411,427     
Schedule of Nonvested Share Activity [Table Text Block]
      

Weighted-

 
  

Restricted

  

Average Grant

 
  

Stock Units

  

Date Fair Value

 

Outstanding at January 1, 2023

  931,821     

Granted

  30,409  $54.39 

Canceled

  (3,529)    

Awarded

  —     

Outstanding at December 31, 2023

  958,701     

Granted

  22,829  $63.82 

Canceled

  —     

Awarded

  (51,249)    

Outstanding at December 31, 2024

  930,281     

Granted

  20,333  $71.83 

Canceled

  (8,014)    

Awarded

  (47,336)    

Outstanding at December 31, 2025

  895,264     
Share-Based Payment Arrangement, Cost by Plan [Table Text Block]
  

For the Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Restricted Stock Units

 $18,665  $17,197  $17,821 

Performance Stock Units

  12,080   11,049   13,029 

Career Shares

  1,401   1,420   1,529 

Total share-based compensation costs

 $32,146  $29,666  $32,379 
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]
  

For the Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Gaming

 $1,009  $997  $1,036 

Food & beverage

  193   191   198 

Room

  92   91   94 

Selling, general and administrative

  5,131   5,071   5,263 

Corporate expense

  25,721   23,316   25,788 

Total share-based compensation expense

 $32,146  $29,666  $32,379 

v3.25.4
Note 12 - Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2025
Notes Tables  
Fair Value, by Balance Sheet Grouping [Table Text Block]
  

December 31, 2025

 

(In thousands)

 

Balance

  

Level 1

  

Level 2

  

Level 3

 

Assets

                

Cash and cash equivalents

 $353,413  $353,413  $—  $— 

Restricted cash

  5,354   5,354   —   — 

Investment available for sale

  12,347   —   —   12,347 
  

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 
Fair Value Asset (Liability) Measured On Recurring Basis Unobservable Input Reconciliation [Table Text Block]
  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

 

Balance at beginning of reporting period

 $12,553  $13,327 

Total gains (losses) (realized or unrealized):

        

Included in interest income

  179   176 

Included in other comprehensive income (loss)

  400   (220)

Purchases, sales, issuances and settlements:

        

Settlements

  (785)  (730)

Balance at end of reporting period

 $12,347  $12,553 
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block]
  

December 31, 2025

 
  Outstanding Face  Carrying  Estimated 

Fair Value

 

(In thousands)

 

Amount

  

Value

  

Fair Value

 

Hierarchy

 

Asset

              

Note receivable

 $34,789  $34,789  $35,641 

Level 3

 

Liabilities

              

Obligation under assessment arrangements

  15,737   14,200   17,915 

Level 3

 
  

December 31, 2024

 
  Outstanding Face  Carrying  Estimated 

Fair Value

 

(In thousands)

 

Amount

  

Value

  

Fair Value

 

Hierarchy

 

Liabilities

              

Obligation under assessment arrangements

 $18,014  $16,057  $20,719 

Level 3

 
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block]
  

December 31, 2025

 
  Outstanding Face  Carrying  Estimated 

Fair Value

 

(In thousands)

 

Amount

  

Value

  

Fair Value

 

Hierarchy

 

Credit facility

 $160,700  $156,880  $160,700 

Level 2

 

4.750% senior notes due 2027

  1,000,000   996,104   996,250 

Level 1

 

4.750% senior notes due 2031

  900,000   892,585   877,500 

Level 1

 

Total debt

 $2,060,700  $2,045,569  $2,034,450   
  

December 31, 2024

 
  Outstanding Face  Carrying  Estimated 

Fair Value

 

(In thousands)

 

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   

v3.25.4
Note 14 - Segment Information (Tables)
 12 Months Ended
Dec. 31, 2025
Notes Tables  
Reconciliation of Revenue from Segments to Consolidated [Table Text Block]
  

Year Ended December 31, 2025

 
      

Food &

          

Online

  

Management

         
  

Gaming

  

Beverage

  

Room

  

Online

  

Reimbursements

  

Fee

  

Other

  

Total

 

(In thousands)

 

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

 

Revenues

                                

Las Vegas Locals

 $654,132  $92,901  $84,977  $—  $—  $—  $57,947  $889,957 

Downtown Las Vegas

  144,003   45,061   27,526   —   —   —   12,147   228,737 

Midwest & South

  1,794,435   172,284   78,783   —   —   —   71,092   2,116,594 

Online

  —   —   —   132,165   576,158   —   —   708,323 

Managed & Other

  45,580   —   —   —   —   98,869   3,929   148,378 

Total Revenues

 $2,638,150  $310,246  $191,286  $132,165  $576,158  $98,869  $145,115  $4,091,989 
  

Year Ended December 31, 2024 (1)

 
      

Food &

          

Online

  

Management

         
  

Gaming

  

Beverage

  

Room

  

Online

  

Reimbursements

  

Fee

  

Other

  

Total

 

(In thousands)

 

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

 

Revenues

                                

Las Vegas Locals

 $647,753  $89,842  $98,365  $—  $—  $—  $58,548  $894,508 

Downtown Las Vegas

  145,878   44,775   27,498   —   —   —   11,940   230,091 

Midwest & South

  1,747,032   168,905   78,745   —   —   —   68,733   2,063,415 

Online

  —   —   —   155,760   450,473   —   —   606,233 

Managed & Other

  43,263   —   —   —   —   88,407   4,277   135,947 

Total Revenues

 $2,583,926  $303,522  $204,608  $155,760  $450,473  $88,407  $143,498  $3,930,194 
  

Year Ended December 31, 2023 (1)

 
      

Food &

          

Online

  

Management

         
  

Gaming

  

Beverage

  

Room

  

Online

  

Reimbursements

  

Fee

  

Other

  

Total

 

(In thousands)

 

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

  

Revenue

 

Revenues

                                

Las Vegas Locals

 $684,661  $90,182  $96,157  $—  $—  $—  $57,118  $928,118 

Downtown Las Vegas

  143,899   42,252   24,986   —   —   —   11,270   222,407 

Midwest & South

  1,741,068   155,983   77,974   —   —   —   66,920   2,041,945 

Online

  —   —   —   94,203   328,008   —   —   422,211 

Managed & Other

  43,660   —   —   —   —   76,921   3,230   123,811 

Total Revenues

 $2,613,288  $288,417  $199,117  $94,203  $328,008  $76,921  $138,538  $3,738,492 
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]
  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Adjusted EBITDAR

            

Las Vegas Locals

 $420,507  $428,423  $470,971 

Downtown Las Vegas

  80,451   83,325   85,507 

Midwest & South

  777,655   765,706   781,673 

Online

  63,146   107,604   62,337 

Managed & Other

  108,141   96,153   84,478 

Corporate expense

  (96,138)  (90,618)  (90,175)

Adjusted EBITDAR

  1,353,762   1,390,593   1,394,791 

Other operating costs and expenses

            

Deferred rent

  588   648   708 

Master lease rent expense

  113,769   111,406   108,398 

Depreciation and amortization

  302,710   276,639   256,780 

Share-based compensation expense

  32,146   29,666   32,379 

Project development, preopening and writedowns

  12,360   28,572   (8,935)

Impairment of assets

  128,395   10,500   107,837 

Other operating items, net

  15,388   5,385   (4,207)

Total other operating costs and expenses

  605,356   462,816   492,960 

Operating income

  748,406   927,777   901,831 

Other expense (income)

            

Interest income

  (4,826)  (1,625)  (23,886)

Interest expense, net of amounts capitalized

  157,642   177,409   171,247 

Loss on early extinguishments and modifications of debt

  1,446   —   — 

Other, net

  (1,735,527)  (10)  1,563 

Total other (income) expense, net

  (1,581,265)  175,774   148,924 

Income before income taxes

  2,329,671   752,003   752,907 

Income tax provision

  (490,769)  (174,051)  (132,884)

Net income

  1,838,902   577,952   620,023 

Net loss attributable to noncontrolling interest

  4,371   —   — 

Net income attributable to Boyd Gaming

 $1,843,273  $577,952  $620,023 
Reconciliation of Revenue and Expenses from Segments to Consolidated [Table Text Block]
  

Las Vegas

  

Downtown

  

Midwest &

      

Managed &

     

(In thousands)

 

Locals

  

Las Vegas

  

South

  

Online

  

Other

  

Total

 

Year Ended December 31, 2025

                        

Revenues

 $889,957  $228,737  $2,116,594  $708,323  $148,378  $4,091,989 

Other segment expenses (1)

  469,450   148,286   1,338,939   645,177   40,237   2,642,089 

Corporate expense

  —   —   —   —   —   96,138 

Adjusted EBITDAR

 $420,507  $80,451  $777,655  $63,146  $108,141  $1,353,762 
                         

Year Ended December 31, 2024

                        

Revenues

 $894,508  $230,091  $2,063,415  $606,233  $135,947  $3,930,194 

Other segment expenses (1)

  466,085   146,766   1,297,709   498,629   39,794   2,448,983 

Corporate expense

  —   —   —   —   —   90,618 

Adjusted EBITDAR

 $428,423  $83,325  $765,706  $107,604  $96,153  $1,390,593 
                         

Year Ended December 31, 2023

                        

Revenues

 $928,118  $222,407  $2,041,945  $422,211  $123,811  $3,738,492 

Other segment expenses (1)

  457,147   136,900   1,260,272   359,874   39,333   2,253,526 

Corporate expense

  —   —   —   —   —   90,175 

Adjusted EBITDAR

 $470,971  $85,507  $781,673  $62,337  $84,478  $1,394,791 
Reconciliation of Assets from Segment to Consolidated [Table Text Block]
  

December 31,

  

December 31,

 

(In thousands)

 

2025

  

2024

 

Assets

        

Las Vegas Locals

 $1,681,176  $1,623,935 

Downtown Las Vegas

  288,699   292,765 

Midwest & South

  3,924,404   3,855,386 

Online

  159,996   185,567 

Managed & Other

  111,396   115,839 

Corporate

  409,019   318,323 

Total Assets

 $6,574,690  $6,391,815
Segment, Reconciliation of Other Items from Segments to Consolidated [Table Text Block]
  

Year Ended December 31,

 

(In thousands)

 

2025

  

2024

  

2023

 

Capital Expenditures

            

Las Vegas Locals

 $212,982  $71,182  $82,918 

Downtown Las Vegas

  12,342   12,040   42,233 

Midwest & South

  209,610   228,457   200,577 

Online

  187   42   224 

Managed & Other

  4,951   5,050   5,001 

Corporate

  159,422   90,959   55,776 

Total Capital Expenditures

  599,494   407,730   386,729 

Change in Accrued Capital Expenditure Additions

  (11,279)  (7,330)  (12,779)

Cash-Based Capital Expenditures

 $588,215  $400,400  $373,950 

v3.25.4
Note 1 - Summary of Significant Accounting Policies (Details Textual)
$ in Millions
 3 Months Ended 12 Months Ended
Jul. 31, 2025
USD ($)
Jun. 30, 2023
USD ($)
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2018
Number of Gaming Entertainment Properties     27      
Number of Reportable Segments     4      
Interest Costs Capitalized     $ 3.2 $ 3.1 $ 3.2  
Debt Instrument, Face Amount     $ 15.6      
Debt Security Interest Rate Stated Percentage     7.50%      
Debt Securities, Available-for-Sale     $ 12.3 12.6    
Debt Securities, Available-for-Sale, Current     0.8 0.8    
Debt Securities, Available-for-Sale, Noncurrent     11.5 11.8    
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount   $ 35.9        
Payments for Transferable Federal Energy Tax Credit     400.9      
Taxes, Other     528.2 515.3 512.0  
Taxes Deposited Pursuant to the Online Collaborative Agreements     24.9 14.4 6.2  
Advertising Expense     $ 27.6 $ 26.9 $ 22.4  
Ownership Percentage     30.00%      
FanDuel [Member]            
Ownership Percentage           5.00%
Proceeds from Sale, Maturity and Collection of Investments $ 1,758.0          
Customer Relationships [Member] | Minimum [Member]            
Finite-Lived Intangible Asset, Useful Life (Year)     7 years      
Customer Relationships [Member] | Maximum [Member]            
Finite-Lived Intangible Asset, Useful Life (Year)     12 years      
Host Relationships [Member]            
Finite-Lived Intangible Asset, Useful Life (Year)     15 years      
Development Agreement [Member]            
Finite-Lived Intangible Asset, Useful Life (Year)     7 years      
Developed Technology Rights [Member]            
Finite-Lived Intangible Asset, Useful Life (Year)     10 years      
Marketing Agreement [Member]            
Finite-Lived Intangible Asset, Useful Life (Year)     20 years      

v3.25.4
Note 1 - Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Cash and cash equivalents $ 353,413 $ 316,688 $ 304,271 $ 283,472
Restricted cash 5,354 4,676 3,659 11,593
Total cash, cash equivalents and restricted cash $ 358,767 $ 321,364 $ 307,930 $ 295,065

v3.25.4
Note 1 - Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Beginning balance, January 1, $ 2,341 $ 2,728 $ 2,595
Additions 1,311 921 984
Deductions (1,095) (1,308) (851)
Ending balance, December 31, $ 2,557 $ 2,341 $ 2,728

v3.25.4
Note 1 - Summary of Significant Accounting Policies - Property, Plant and Equipment, Useful Life (Details)
Dec. 31, 2025
Minimum [Member] | Building and Building Improvements [Member]  
Property, plant and equipment, useful life (Year) 2 years
Minimum [Member] | Riverboats And Barges [Member]  
Property, plant and equipment, useful life (Year) 5 years
Minimum [Member] | Furniture and Equipment [Member]  
Property, plant and equipment, useful life (Year) 1 year
Maximum [Member] | Building and Building Improvements [Member]  
Property, plant and equipment, useful life (Year) 40 years
Maximum [Member] | Riverboats And Barges [Member]  
Property, plant and equipment, useful life (Year) 40 years
Maximum [Member] | Furniture and Equipment [Member]  
Property, plant and equipment, useful life (Year) 12 years

v3.25.4
Note 1 - Summary of Significant Accounting Policies - Investment Maturity (Details)
$ in Thousands
Dec. 31, 2025
USD ($)
Total $ 15,600
The 7.5% City Bonds [Member]  
2026 845
2027 910
2028 975
2029 1,050
2030 1,130
Thereafter 10,655
Total $ 15,565

v3.25.4
Note 1 - Summary of Significant Accounting Policies - Self-insurance Reserves (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Beginning balance, January 1, $ 33,057 $ 33,857 $ 37,492
Charged to costs and expenses 85,218 79,373 68,981
Payments made (84,470) (80,173) (72,616)
Ending balance, December 31, $ 33,805 $ 33,057 $ 33,857

v3.25.4
Note 1 - Summary of Significant Accounting Policies - Schedule of Promotional Allowances (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Food and Beverage [Member]      
Promotional allowance $ 135,950 $ 128,322 $ 119,202
Occupancy [Member]      
Promotional allowance 65,395 62,944 62,521
Product and Service, Other [Member]      
Promotional allowance $ 8,983 $ 8,595 $ 8,679

v3.25.4
Note 2 - Acquisitions (Details Textual) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 01, 2024
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Payments to Acquire Businesses, Net of Cash Acquired   $ (0) $ 30,266 $ (0)
Resorts Digital Gaming, LLC [Member]        
Marketing Agreement, Term (Year) 20 years      
Marketing Agreement, Renewal Period (Year) 10 years      
Business Combination, Consideration Transferred $ 34,000      
Cash Acquired from Acquisition 3,700      
Payments to Acquire Businesses, Net of Cash Acquired $ 30,300      
Business Combination, Acquisition-Related Cost, Expense   $ 0 $ 100 $ 0

v3.25.4
Note 2 - Acquisitions - Schedule of Acquisitions (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Goodwill $ 957,977 $ 957,889 $ 947,341 $ 1,033,744
Resorts Digital Gaming, LLC [Member]        
Current assets   4,303    
Other assets   110    
Intangible assets   22,800    
Total acquired assets   27,213    
Current liabilities   3,891    
Other liabilities   28    
Total liabilities assumed   3,919    
Net identifiable assets acquired   23,294    
Goodwill   10,700    
Net assets acquired   $ 33,994    

v3.25.4
Note 2 - Acquisitions - Intangible Assets Acquired as Part of Business Combination (Details) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 01, 2024
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Additions, total   $ 102,680 $ 26,254 $ 3,536
Customer Relationships [Member]        
Additions, finite lived   0 3,300 0
Marketing Agreement [Member]        
Additions, finite lived   0 4,500 0
Gaming License Right [Member]        
Additions, indefinite lived   $ 98,754 $ 15,000 $ 0
Resorts Digital Gaming, LLC [Member]        
Additions, total $ 22,800      
Resorts Digital Gaming, LLC [Member] | Customer Relationships [Member]        
Acquired intangible assets, useful life (Year) 5 years      
Additions, finite lived $ 3,300      
Resorts Digital Gaming, LLC [Member] | Marketing Agreement [Member]        
Acquired intangible assets, useful life (Year) 20 years      
Additions, finite lived $ 4,500      
Resorts Digital Gaming, LLC [Member] | Gaming License Right [Member]        
Additions, indefinite lived $ 15,000      

v3.25.4
Note 3 - Property and Equipment, Net (Details Textual) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2025
Sep. 30, 2025
Mar. 31, 2025
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Depreciation       $ 283,600 $ 259,800 $ 240,000
Property, Plant and Equipment [Member]            
Impairment, Long-Lived Asset, Held-for-Use         $ 0 $ 0
Las Vegas Locals [Member] | Property, Plant and Equipment [Member]            
Impairment, Long-Lived Asset, Held-for-Use   $ 17,800 $ 32,300      
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]   Non-cash impairment of assets        
Midwest and South [Member] | Property, Plant and Equipment [Member]            
Impairment, Long-Lived Asset, Held-for-Use $ 25,000 $ 47,300        
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]   Non-cash impairment of assets        

v3.25.4
Note 3 - Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Property and equipment, gross $ 6,168,009 $ 5,967,743
Less accumulated depreciation (3,296,625) (3,288,467)
Property and equipment, net 2,871,384 2,679,276
Land [Member]    
Property and equipment, gross 356,696 338,469
Building and Building Improvements [Member]    
Property and equipment, gross 3,365,328 3,398,700
Furniture and Fixtures [Member]    
Property and equipment, gross 1,980,090 1,870,124
Riverboats And Barges [Member]    
Property and equipment, gross 194,292 211,879
Construction in Progress [Member]    
Property and equipment, gross $ 271,603 $ 148,571

v3.25.4
Note 4 - Intangible Assets (Details Textual) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill)   $ 0    
Gaming License Right [Member]        
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill)     $ 10,500 $ 21,300
Gaming License Right [Member] | Midwest and South [Member]        
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) $ 10,500     $ 21,300
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]       Non-cash impairment of assets
Customer Relationships [Member]        
Finite-Lived Intangible Asset, Original Life (Year)   5 years    
Customer Relationships [Member] | Minimum [Member]        
Finite-Lived Intangible Asset, Useful Life (Year)   7 years    
Customer Relationships [Member] | Maximum [Member]        
Finite-Lived Intangible Asset, Useful Life (Year)   12 years    
Host Relationships [Member]        
Finite-Lived Intangible Asset, Useful Life (Year)   15 years    
Development Agreement [Member]        
Finite-Lived Intangible Asset, Useful Life (Year)   7 years    
Developed Technology Rights [Member]        
Finite-Lived Intangible Asset, Useful Life (Year)   10 years    
Business to Business Relationships [Member] | Minimum [Member]        
Finite-Lived Intangible Asset, Useful Life (Year)   7 years    
Business to Business Relationships [Member] | Maximum [Member]        
Finite-Lived Intangible Asset, Useful Life (Year)   10 years    
Business to Consumer Relationship [Member]        
Finite-Lived Intangible Asset, Useful Life (Year)   12 years    
Marketing Agreement [Member]        
Finite-Lived Intangible Asset, Useful Life (Year)   20 years    

v3.25.4
Note 4 - Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Intangible assets, gross carrying value, finite lived $ 175,534 $ 175,533    
Intangible assets, cumulative amortization, finite lived (71,983) (56,800)    
Intangible assets, cumulative impairment losses, finite lived 0 0    
Effect of foreign currency exchange, finite lived (86) (498)    
Intangible assets, net, finite lived 103,465 118,235    
Intangible assets, gross carrying value, indefinite lived 1,691,735 1,592,981    
Intangible assets, cumulative amortization, indefinite lived (33,960) (33,960)    
Intangible assets, cumulative impairment losses, indefinite lived (286,249) (286,249)    
Effect of foreign currency exchange, indefinite lived 0 0    
Intangible assets, net, indefinite lived 1,371,526 1,272,772    
Intangible assets, gross carrying value 1,867,269 1,768,514    
Intangible assets, cumulative amortization (105,943) (90,760)    
Intangible assets, cumulative impairment losses (286,249) (286,249)    
Effect of foreign currency exchange (86) (498)    
Intangible assets, net 1,474,991 1,391,007 $ 1,392,844 $ 1,427,135
Trademarks [Member]        
Intangible assets, gross carrying value, indefinite lived 199,900 199,900    
Intangible assets, cumulative amortization, indefinite lived 0 0    
Intangible assets, cumulative impairment losses, indefinite lived (32,275) (32,275)    
Effect of foreign currency exchange, indefinite lived 0 0    
Intangible assets, net, indefinite lived 167,625 167,625    
Intangible assets, net 167,625 167,625 167,625 167,625
Gaming License Right [Member]        
Intangible assets, gross carrying value, indefinite lived 1,491,835 1,393,081    
Intangible assets, cumulative amortization, indefinite lived (33,960) (33,960)    
Intangible assets, cumulative impairment losses, indefinite lived (253,974) (253,974)    
Effect of foreign currency exchange, indefinite lived 0 0    
Intangible assets, net, indefinite lived 1,203,901 1,105,147    
Intangible assets, net 1,203,901 1,105,147 1,100,647 1,121,947
Customer Relationships [Member]        
Intangible assets, gross carrying value, finite lived 3,300 7,225    
Intangible assets, cumulative amortization, finite lived (880) (4,145)    
Intangible assets, cumulative impairment losses, finite lived 0 0    
Effect of foreign currency exchange, finite lived 0 0    
Intangible assets, net, finite lived $ 2,420 $ 3,080 40 980
Customer Relationships [Member] | Weighted Average [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 3 years 8 months 12 days 2 years 1 month 6 days    
Host Agreements [Member]        
Intangible assets, gross carrying value, finite lived $ 58,000 $ 58,000    
Intangible assets, cumulative amortization, finite lived (29,323) (25,456)    
Intangible assets, cumulative impairment losses, finite lived 0 0    
Effect of foreign currency exchange, finite lived 0 0    
Intangible assets, net, finite lived $ 28,677 $ 32,544 36,411 40,278
Host Agreements [Member] | Weighted Average [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 7 years 4 months 24 days 8 years 4 months 24 days    
Development Agreements [Member]        
Intangible assets, gross carrying value, finite lived $ 21,373 $ 21,373    
Intangible assets, cumulative amortization, finite lived (10,304) (7,251)    
Intangible assets, cumulative impairment losses, finite lived 0 0    
Effect of foreign currency exchange, finite lived 0 0    
Intangible assets, net, finite lived $ 11,069 $ 14,122    
Development Agreements [Member] | Weighted Average [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 3 years 7 months 6 days 4 years 7 months 6 days    
Developed Technology Rights [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 10 years      
Intangible assets, gross carrying value, finite lived $ 47,361 $ 43,435    
Intangible assets, cumulative amortization, finite lived (15,351) (9,045)    
Intangible assets, cumulative impairment losses, finite lived 0 0    
Effect of foreign currency exchange, finite lived (80) (418)    
Intangible assets, net, finite lived $ 31,930 $ 33,972 35,724 35,898
Developed Technology Rights [Member] | Weighted Average [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 6 years 4 months 24 days 7 years 3 months 18 days    
Business to Business Relationships [Member]        
Intangible assets, gross carrying value, finite lived $ 28,000 $ 28,000    
Intangible assets, cumulative amortization, finite lived (12,395) (8,481)    
Intangible assets, cumulative impairment losses, finite lived 0 0    
Effect of foreign currency exchange, finite lived (6) (80)    
Intangible assets, net, finite lived $ 15,599 $ 19,439 23,486 27,360
Business to Business Relationships [Member] | Weighted Average [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 4 years 5 years    
Business to Consumer Relationship [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 12 years      
Intangible assets, gross carrying value, finite lived $ 13,000 $ 13,000    
Intangible assets, cumulative amortization, finite lived (3,430) (2,347)    
Intangible assets, cumulative impairment losses, finite lived 0 0    
Effect of foreign currency exchange, finite lived 0 0    
Intangible assets, net, finite lived $ 9,570 $ 10,653 $ 11,736 $ 12,819
Business to Consumer Relationship [Member] | Weighted Average [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 8 years 9 months 18 days 9 years 9 months 18 days    
Marketing-Related Intangible Assets [Member]        
Intangible assets, gross carrying value, finite lived $ 4,500 $ 4,500    
Intangible assets, cumulative amortization, finite lived (300) (75)    
Intangible assets, cumulative impairment losses, finite lived 0 0    
Effect of foreign currency exchange, finite lived 0 0    
Intangible assets, net, finite lived $ 4,200 $ 4,425    
Marketing-Related Intangible Assets [Member] | Weighted Average [Member]        
Finite-Lived Intangible Asset, Useful Life (Year) 18 years 8 months 12 days 19 years 8 months 12 days    

v3.25.4
Note 4 - Intangible Assets - Changes in Intangible Assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Balance, finite lived $ 118,235    
Balance, indefinite lived 1,391,007 $ 1,392,844 $ 1,427,135
Additions, total 102,680 26,254 3,536
Impairments, indefinite lived 0    
Impairments, total   (10,500) (21,300)
Amortization, finite lived (19,108) (16,816) (16,739)
Effect of foreign currency exchange, total 412 (775) 212
Balance, finite lived 103,465 118,235  
Balance, indefinite lived 1,474,991 1,391,007 1,392,844
Trademarks [Member]      
Balance, indefinite lived 167,625 167,625 167,625
Additions, indefinite lived 0 0 0
Impairments, indefinite lived   0 0
Effect of foreign currency exchange, indefinite lived 0 0 0
Balance, indefinite lived 167,625 167,625 167,625
Gaming License Right [Member]      
Balance, indefinite lived 1,105,147 1,100,647 1,121,947
Additions, indefinite lived 98,754 15,000 0
Impairments, indefinite lived   (10,500) (21,300)
Effect of foreign currency exchange, indefinite lived 0 0 0
Balance, indefinite lived 1,203,901 1,105,147 1,100,647
Customer Relationships [Member]      
Balance, finite lived 3,080 40 980
Additions, finite lived 0 3,300 0
Impairments, finite lived   0 0
Amortization, finite lived (660) (260) (940)
Effect of foreign currency exchange, finite lived 0 0 0
Balance, finite lived 2,420 3,080 40
Host Agreements [Member]      
Balance, finite lived 32,544 36,411 40,278
Additions, finite lived 0 0 0
Impairments, finite lived   0 0
Amortization, finite lived (3,867) (3,867) (3,867)
Effect of foreign currency exchange, finite lived 0 0 0
Balance, finite lived 28,677 32,544 36,411
Development Agreement [Member]      
Balance, finite lived 14,122 17,175 20,228
Additions, finite lived 0 0 0
Impairments, finite lived   0 0
Amortization, finite lived (3,053) (3,053) (3,053)
Effect of foreign currency exchange, finite lived 0 0 0
Balance, finite lived 11,069 14,122 17,175
Developed Technology Rights [Member]      
Balance, finite lived 33,972 35,724 35,898
Additions, finite lived 3,926 3,454 3,536
Impairments, finite lived   0 0
Amortization, finite lived (6,306) (4,563) (3,882)
Effect of foreign currency exchange, finite lived 338 (643) 172
Balance, finite lived 31,930 33,972 35,724
Business to Business Relationships [Member]      
Balance, finite lived 19,439 23,486 27,360
Additions, finite lived 0 0 0
Impairments, finite lived   0 0
Amortization, finite lived (3,914) (3,915) (3,914)
Effect of foreign currency exchange, finite lived 74 (132) 40
Balance, finite lived 15,599 19,439 23,486
Business to Consumer Relationship [Member]      
Balance, finite lived 10,653 11,736 12,819
Additions, finite lived 0 0 0
Impairments, finite lived   0 0
Amortization, finite lived (1,083) (1,083) (1,083)
Effect of foreign currency exchange, finite lived 0 0 0
Balance, finite lived 9,570 10,653 11,736
Marketing Agreement [Member]      
Balance, finite lived 4,425 0 0
Additions, finite lived 0 4,500 0
Impairments, finite lived   0 0
Amortization, finite lived (225) (75) 0
Effect of foreign currency exchange, finite lived 0 0 0
Balance, finite lived $ 4,200 $ 4,425 $ 0

v3.25.4
Note 4 - Intangible Assets - Changes in Intangible Assets (Details) (Parentheticals)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Impairment, Intangible Asset, Statement of Income or Comprehensive Income [Extensible Enumeration] Asset Impairment Charges Asset Impairment Charges

v3.25.4
Note 4 - Intangible Assets - Future Amortization (Details)
$ in Thousands
Dec. 31, 2025
USD ($)
2026 $ 18,225
2027 18,216
2028 18,002
2029 15,321
2030 9,321
Thereafter 24,380
Total future amortization 103,465
Customer Relationships [Member]  
2026 660
2027 660
2028 660
2029 440
2030 0
Thereafter 0
Total future amortization 2,420
Host Agreements [Member]  
2026 3,867
2027 3,867
2028 3,867
2029 3,867
2030 3,867
Thereafter 9,342
Total future amortization 28,677
Development Agreement [Member]  
2026 3,053
2027 3,053
2028 3,053
2029 1,910
2030 0
Thereafter 0
Total future amortization 11,069
Developed Technology Rights [Member]  
2026 5,430
2027 5,414
2028 5,200
2029 4,500
2030 3,946
Thereafter 7,440
Total future amortization 31,930
Business to Business Relationships [Member]  
2026 3,907
2027 3,914
2028 3,914
2029 3,296
2030 200
Thereafter 368
Total future amortization 15,599
Business to Consumer Relationship [Member]  
2026 1,083
2027 1,083
2028 1,083
2029 1,083
2030 1,083
Thereafter 4,155
Total future amortization 9,570
Marketing Agreement [Member]  
2026 225
2027 225
2028 225
2029 225
2030 225
Thereafter 3,075
Total future amortization $ 4,200

v3.25.4
Note 5 - Goodwill (Details Textual) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2022
Goodwill, Period Increase (Decrease) $ 0      
Goodwill 957,977 $ 947,341 $ 957,889 $ 1,033,744
Goodwill, Impairment Loss   86,537    
Online [Member]        
Goodwill 22,827   22,739  
Goodwill, Impairment Loss   82,000    
Managed and Other [Member]        
Goodwill $ 0   0  
Goodwill, Impairment Loss   $ 4,500    
Resorts Digital Gaming, LLC [Member]        
Goodwill     $ 10,700  

v3.25.4
Note 5 - Goodwill - Goodwill (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Goodwill, gross $ 1,372,099 $ 1,372,099    
Goodwill, cumulative amortization (6,134) (6,134)    
Goodwill, cumulative impairment losses (408,078) (408,078)    
Effect of Foreign Currency Exchange 90 2    
Goodwill, net 957,977 957,889 $ 947,341 $ 1,033,744
Las Vegas Locals [Member]        
Goodwill, gross 593,567 593,567    
Goodwill, cumulative amortization 0 0    
Goodwill, cumulative impairment losses (188,079) (188,079)    
Effect of Foreign Currency Exchange 0 0    
Goodwill, net 405,488 405,488    
Downtown Las Vegas [Member]        
Goodwill, gross 6,997 6,997    
Goodwill, cumulative amortization (6,134) (6,134)    
Goodwill, cumulative impairment losses 0 0    
Effect of Foreign Currency Exchange 0 0    
Goodwill, net 863 863    
Midwest and South [Member]        
Goodwill, gross 636,269 636,269    
Goodwill, cumulative amortization 0 0    
Goodwill, cumulative impairment losses (107,470) (107,470)    
Effect of Foreign Currency Exchange 0 0    
Goodwill, net 528,799 528,799    
Online [Member]        
Goodwill, gross 104,737 104,737    
Goodwill, cumulative amortization 0 0    
Goodwill, cumulative impairment losses (82,000) (82,000)    
Effect of Foreign Currency Exchange 90 2    
Goodwill, net 22,827 22,739    
Managed and Other [Member]        
Goodwill, gross 30,529 30,529    
Goodwill, cumulative amortization 0 0    
Goodwill, cumulative impairment losses (30,529) (30,529)    
Effect of Foreign Currency Exchange 0 0    
Goodwill, net $ 0 $ 0    

v3.25.4
Note 5 - Goodwill - Goodwill Activity (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Balance, goodwill $ 957,889 $ 947,341 $ 1,033,744
Effect of foreign currency exchange, goodwill 88 (152) 134
Impairments, goodwill     (86,537)
Additions, goodwill   10,700  
Balance, goodwill $ 957,977 $ 957,889 $ 947,341

v3.25.4
Note 5 - Goodwill - Goodwill Activity (Details) (Parentheticals)
 12 Months Ended
Dec. 31, 2023
Goodwill, Impairment Loss, Statement of Income or Comprehensive Income [Extensible Enumeration] Asset Impairment Charges

v3.25.4
Note 6 - Accrued Liabilities (Details Textual)
$ in Millions
Dec. 31, 2025
USD ($)
Other Liabilities [Member]  
Renewable Energy Tax Credit Purchased $ 371.3

v3.25.4
Note 6 - Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Payroll and related $ 75,822 $ 86,267
Interest 17,092 17,593
Gaming 72,627 73,321
Player loyalty program 20,132 20,896
Advance deposits 17,795 15,426
Outstanding chips 5,443 7,790
Dividends payable 13,767 14,665
Operating leases 111,836 102,855
Other 493,413 108,602
Total accrued liabilities $ 827,927 $ 447,415

v3.25.4
Note 6 - Accrued Liabilities - Schedule of Accrued Liabilities (Details) (Parentheticals)
Dec. 31, 2025
Dec. 31, 2024
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Accrued liabilities Accrued liabilities

v3.25.4
Note 7 - Long-term Debt (Details Textual) - USD ($)
$ in Thousands
 12 Months Ended
Jul. 31, 2025
Jun. 08, 2021
Dec. 03, 2019
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Mar. 02, 2022
Long-Term Line of Credit       $ 160,700 $ 1,300,300    
Debt Instrument, Face Amount       15,600      
Gain (Loss) on Extinguishment of Debt       $ (1,446) $ (0) $ 0  
FanDuel [Member]              
Proceeds from Sale, Maturity and Collection of Investments $ 1,758,000            
Revolving Credit Facility [Member]              
Line of Credit Facility Covenant Terms, Maximum Secured Leverage Ratio Allowed       3      
Line of Credit Facility Covenant Terms, Minimum Consolidated Interest Coverage Ratio Required       2.5      
Line of Credit Facility, Covenant Terms, Maximum Total Leverage Ratio Allowed       4.5      
Revolving Credit Facility [Member] | Amended Credit Facility [Member]              
Line of Credit Facility, Additional Available Borrowing Capacity       $ 1,000,000      
Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Minimum [Member]              
Debt Instrument, Basis Spread on Variable Rate       1.25%      
Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum [Member]              
Debt Instrument, Basis Spread on Variable Rate       2.25%      
Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member]              
Debt Instrument, Basis Spread on Variable Rate       0.25%      
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage       0.20%      
Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member]              
Debt Instrument, Basis Spread on Variable Rate       1.25%      
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage       0.35%      
Revolving Credit Facility [Member] | Fed Funds Effective Rate Overnight Index Swap Rate [Member]              
Debt Instrument, Basis Spread on Variable Rate       0.50%      
Revolving Credit Facility [Member] | Eurodollar [Member]              
Debt Instrument, Basis Spread on Variable Rate       1.00%      
Bank Credit Facility [Member]              
Line of Credit Facility, Maximum Borrowing Capacity             $ 1,450,000
Line of Credit Facility, Remaining Borrowing Capacity       $ 1,276,600      
Bank Credit Facility [Member] | Revolving Credit Facility [Member]              
Line of Credit Facility, Maximum Borrowing Capacity       1,450,000      
Long-Term Line of Credit       135,000     $ 880,000
Repayments of Debt 915,000            
Bank Credit Facility [Member] | Term A Loan [Member]              
Repayments of Debt 726,000            
Gain (Loss) on Extinguishment of Debt       (1,400)      
Bank Credit Facility [Member] | Swing Loan [Member]              
Long-Term Line of Credit       25,700      
Repayments of Debt $ 39,900            
Bank Credit Facility [Member] | Letter of Credit [Member]              
Long-Term Line of Credit       12,700      
Line of Credit Facility, Remaining Borrowing Capacity       $ 1,276,600      
Term A Loan [Member]              
Debt Instrument, Fixed Quarterly Amortization of Principal Percentage       5.00%      
Senior Notes [Member] | Senior Note 4750 Due 2031 Member              
Debt Instrument, Face Amount   $ 900,000          
Debt Instrument, Interest Rate, Stated Percentage   4.75%   4.75% 4.75%    
Debt Issuance Costs, Gross   $ 13,500          
Debt Instrument, Conditional Repurchase Price Percent of Principal   101.00%          
Debt Instrument, Redemption Price, Percentage   100.00%          
Senior Notes [Member] | The 4.750% Senior NotesDue December 2027 [Member]              
Debt Instrument, Face Amount     $ 1,000        
Debt Instrument, Interest Rate, Stated Percentage     4.75%        
Debt Issuance Costs, Gross     $ 15,700        
Debt Instrument, Conditional Repurchase Price Percent of Principal     101.00%        
Debt Instrument, Redemption Price, Percentage     100.00%        
Senior Secured Notes [Member]              
Debt Instrument Covenant Terms, Minimum Required Coverage Ratio       2      

v3.25.4
Note 7 - Long-term Debt - Schedule of Long-term Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Jun. 08, 2021
Long-term debt, outstanding principal $ 2,060,700 $ 3,200,306  
Long-term debt, unamortized original fees and costs   (23,716)  
Long-term debt, net   3,176,590  
Long-term debt, outstanding principal, noncurrent 2,060,700 3,156,300  
Long-term debt, unamortized original fees and costs, noncurrent (15,131) (23,716)  
Long-term debt, net of current maturities and debt issuance costs 2,045,569 3,132,584  
Long-term debt, outstanding principal, current   44,006  
Long-term debt, unamortized original fees and costs, current   0  
Current maturities of long-term debt $ 0 $ 44,006  
Line of Credit [Member] | Bank Credit Facility [Member]      
Long-term debt, interest rate 5.318% 6.169%  
Long-term debt, outstanding principal $ 160,700 $ 1,300,300  
Long-term debt, unamortized original fees and costs (3,820) (9,109)  
Long-term debt, net $ 156,880 $ 1,291,191  
Senior Notes [Member] | Senior Note 4.750% Due 2027 [Member]      
Long-term debt, interest rate 4.75% 4.75%  
Long-term debt, outstanding principal $ 1,000,000 $ 1,000,000  
Long-term debt, unamortized original fees and costs (3,896) (5,844)  
Long-term debt, net $ 996,104 $ 994,156  
Senior Notes [Member] | Senior Note 4750 Due 2031 Member      
Long-term debt, interest rate 4.75% 4.75% 4.75%
Long-term debt, outstanding principal $ 900,000 $ 900,000  
Long-term debt, unamortized original fees and costs (7,415) (8,763)  
Long-term debt, net $ 892,585 $ 891,237  
Other Long-Term Debt [Member]      
Long-term debt, interest rate   5.208%  
Long-term debt, outstanding principal   $ 6  
Long-term debt, unamortized original fees and costs   0  
Long-term debt, net   $ 6  

v3.25.4
Note 7 - Long-term Debt - Outstanding Principal Amounts (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Outstanding principal amounts $ 160,700 $ 1,300,300
Line of Credit [Member] | Term A Loan [Member]    
Outstanding principal amounts 0 759,000
Line of Credit [Member] | Swing Loan [Member]    
Outstanding principal amounts 25,700 66,300
Revolving Credit Facility [Member] | Line of Credit [Member]    
Outstanding principal amounts $ 135,000 $ 475,000

v3.25.4
Note 7 - Long-term Debt - Maturities of Long-term Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
2026 $ 0  
2027 1,160,700  
2028 0  
2029 0  
2030 0  
Thereafter 900,000  
Total outstanding principal of long-term debt $ 2,060,700 $ 3,200,306

v3.25.4
Note 8 - Income Taxes (Details Textual) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Deferred Tax Assets, Valuation Allowance $ 13,296 $ 13,296
Payments for Transferable Federal Energy Tax Credit 400,900  
Domestic Tax Jurisdiction [Member]    
Operating Loss Carryforwards $ 754,000  
Open Tax Year 2011 2012 2013 2020  

v3.25.4
Note 8 - Income Taxes - Deferred Tax Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
State net operating loss carryforwards $ 42,112 $ 41,206
Operating lease liability 140,597 158,301
Share-based compensation 17,789 17,317
Other 91,678 29,770
Gross deferred income tax assets 292,176 246,594
Valuation allowance (13,296) (13,296)
Deferred income tax assets, net of valuation allowance 278,880 233,298
Difference between book and tax basis of property and intangible assets 416,127 382,854
State tax liability 42,851 32,084
Right-of-use asset 136,951 154,480
Other 6,424 10,796
Gross deferred income tax liabilities 602,353 580,214
Deferred income tax liabilities, net $ 323,473 $ 346,916

v3.25.4
Note 8 - Income Taxes - Provision (Benefit) for Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Income (loss) before income taxes $ 2,329,671 $ 752,003 $ 752,907
Current      
Federal 116,760 110,433 148,726
State 21,664 7,456 14,937
Foreign 0 0 0
Total current taxes provision 138,424 117,889 163,663
Deferred      
Federal 342,545 42,235 20,820
State 9,829 13,987 (49,709)
Foreign (29) (60) (1,890)
Total deferred taxes provision 352,345 56,162 (30,779)
Total income tax provision 490,769 174,051 132,884
UNITED STATES      
Income (loss) before income taxes 2,330,204 753,109 760,638
Non-US [Member]      
Income (loss) before income taxes $ (533) $ (1,106) $ (7,731)

v3.25.4
Note 8 - Income Taxes - Reconciliation of Effective Tax Amount and Rate (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Tax at federal statutory rate, amount $ 489,231 $ 157,921 $ 158,110
Tax at federal statutory rate, percent 21.00% 21.00% 21.00%
State income taxes, net of federal benefit (1), amount $ 24,879 $ 16,940 $ (26,322)
State income taxes, net of federal benefit (1), percent 1.10% 2.30% (3.50%)
Foreign taxes, amount $ (28) $ (60) $ (1,890)
Foreign taxes, percent 0.00% 0.00% (0.30%)
Renewable energy credits, amount $ (24,790) $ 0 $ 0
Renewable energy credits, percent (1.10%) 0.00% 0.00%
Other credits, amount $ (1,643) $ (2,027) $ (2,228)
Other credits, percent, percent (0.10%) (0.30%) (0.30%)
Nontaxable or nondeductible items, amount $ 3,120 $ 1,277 $ 5,214
Nontaxable or nondeductible items 0.20% 0.10% 0.70%
Total income tax provision $ 490,769 $ 174,051 $ 132,884
Effective tax rate, percent 21.10% 23.10% 17.60%

v3.25.4
Note 8 - Income Taxes - Cash Paid For Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Federal $ 108,321 $ 131,000 $ 146,000
State 23,446 13,512 18,482
Foreign 0 0 0
Total cash taxes paid, net of refunds 131,767 144,512 164,482
ILLINOIS      
State [1] $ 6,710 $ 0 $ 0
[1] Jurisdiction did not meet the disclosure requirements for the years ended December 31, 2024 and 2023 and as such are presented as zero.

v3.25.4
Note 9 - Commitments and Contingencies 1 (Details Textual)
 1 Months Ended 12 Months Ended
Sep. 30, 2011
USD ($)
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
Feb. 14, 2025
USD ($)
Sep. 27, 2024
Oct. 15, 2018
Jul. 31, 2012
USD ($)
Jan. 11, 2011
USD ($)
Accrued Liabilities, Current   $ 827,927,000 $ 447,415,000                
Parking Fee Per Space   80                  
Project Development, Preopening and Writedowns Expense   12,360,000 28,572,000 $ (8,935,000)              
Proceeds from Collection of Loans Receivable   0 208,000 113,555,000              
Interest Payments Received   $ 0 213,000 11,999,000              
Additional Slot Units               400      
Number of Hotel Rooms               300      
Number of Food and Beverage Outlets               2      
Lessee, Operating Lease, Renewal Term (Year)   60 years                  
Management Service [Member]                      
Revenue from Contract with Customer, Including Assessed Tax   $ 98,900,000 88,400,000 $ 76,900,000              
Development Agreement [Member]                      
Business Combination, Consideration Transferred $ 24,500,000                    
Debt Instrument, Interest Rate, Stated Percentage       12.50%              
Project Development, Preopening and Writedowns Expense       $ 20,100,000              
Interest Income (Expense), Net       14,300,000              
Proceeds from Collection of Loans Receivable     200,000 113,600,000              
Interest Payments Received     200,000 12,000,000              
Development Agreement [Member] | Minimum [Member]                      
Unrecorded Commitment to Fund Pre Development Costs, Annual Amount                   $ 1,000,000  
Development Agreement [Member] | Maximum [Member]                      
Unrecorded Commitment to Fund Pre Development Costs, Annual Amount                   $ 2,000,000  
Diamond Jo Dubuque [Member]                      
Sponsor Fee Percentage on Slot and Table Game Revenues   4.50%                  
Sponsor Fee Percentage on Sports Wagering Revenue   0.75%                  
Sponsor Fees   $ 3,500,000 3,500,000 3,500,000              
Diamond Jo Worth [Member]                      
Other Commitment Time Period (Year)           10 years          
Sponsor Fee Percentage on Slot and Table Game Revenues   5.76%                  
Sponsor Fee Percentage on Sports Wagering Revenue   0.75%                  
Sponsor Fees   $ 6,500,000 6,200,000 6,100,000              
Master Lease for Pinnacle Purchase Agreement [Member]                      
Lessee, Operating Lease, Renewal Term (Year)                 5 years    
Norfolk Casino [Member]                      
Anticipated Expenditures             $ 750,000,000        
Annual Donations for Education in Operating Area [Member] | Kansas Star [Member]                      
Other Commitment, Total                     $ 1,500,000
Mulvane Special Tax Assessment for Utilities [Member] | Kansas Star [Member]                      
Other Commitment Time Period (Year)         15 years            
Debt Issued By Counterparty         $ 19,700,000            
Special Tax Assessment   1,600,000 1,600,000                
Accrued Liabilities, Current   800,000 2,000,000                
Mulvane Special Tax Assessment for Utilities, Discount [Member] | Kansas Star [Member]                      
Accrued Liabilities, Current   200,000 500,000                
Additional Mulvane Special Tax Assessment for Utilities [Member] | Kansas Star [Member]                      
Debt Issued By Counterparty   5,000,000                  
Special Tax Assessment   1,600,000                  
Dubuque Minimum Assessment Agreement [Member] | Diamond Jo Dubuque [Member]                      
Property Taxes Minimum Agreed Taxable Value   57,900,000                  
Other Commitment, Minimum Annual Payments   1,900,000 1,900,000 $ 1,900,000              
Dubuque Minimum Assessment Agreement [Member] | Diamond Jo Dubuque [Member] | Other Liabilities [Member]                      
Other Commitment Obligation   9,900,000 10,600,000                
Other Commitment, Discount on Obligation   $ 1,300,000 $ 1,500,000                

v3.25.4
Note 9 - Commitments and Contingencies 2 (Details Textual)
Dec. 31, 2025
Management Service [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) 7 years

v3.25.4
Note 10 - Leases (Details Textual) - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2025
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Lessee, Operating Lease, Renewal Term (Year) 60 years 60 years    
Variable Lease, Cost   $ 34.5 $ 32.7 $ 34.9
Midwest and South [Member]        
Operating Lease, Impairment Loss $ 6.0      
Minimum [Member]        
Lessee, Operating Lease, Remaining Lease Term (Year) 1 year 1 year    
Maximum [Member]        
Lessee, Operating Lease, Remaining Lease Term (Year) 51 years 51 years    

v3.25.4
Note 10 - Leases - Lease Cost (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Operating lease cost $ 159,353 $ 158,283
Short-term lease cost $ 0 $ 0

v3.25.4
Note 10 - Leases - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Operating cash flows from operating leases $ 157,655 $ 156,136
Operating leases $ 41,006 $ 31,556

v3.25.4
Note 10 - Leases - Supplemental Balance Sheet Information (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Operating lease right-of-use assets, including favorable lease rates asset $ 646,146 $ 735,618
Current lease liabilities (included in accrued liabilities) 111,836 102,855
Long-term portion of operating lease liabilities 554,252 651,751
Total operating lease liabilities $ 666,088 $ 754,606
Operating leases (in years) (Year) 14 years 1 month 6 days 14 years 7 months 6 days
Operating leases 8.50% 8.30%

v3.25.4
Note 10 - Leases - Supplemental Balance Sheet Information (Details) (Parentheticals)
Dec. 31, 2025
Dec. 31, 2024
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Accrued liabilities Accrued liabilities

v3.25.4
Note 10 - Leases - Maturity of Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
2026 $ 157,129  
2027 156,092  
2028 116,778  
2029 116,132  
2030 115,989  
Thereafter 512,263  
Total lease payments 1,174,383  
Less imputed interest (508,295)  
Less current portion (included in accrued liabilities) (111,836) $ (102,855)
Long-term portion of operating lease liabilities $ 554,252 $ 651,751

v3.25.4
Note 10 - Leases - Maturity of Lease Liabilities (Details) (Parentheticals)
Dec. 31, 2025
Dec. 31, 2024
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Accrued liabilities Accrued liabilities

v3.25.4
Note 10 - Leases - Future Minimum Rental Income (Details)
$ in Thousands
Dec. 31, 2025
USD ($)
2026 $ 1,438
2027 1,360
2028 1,272
2029 1,016
2030 990
Thereafter 1,255
Total $ 7,331

v3.25.4
Note 11 - Stockholders' Equity and Stock Incentive Plans (Details Textual) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended 12 Months Ended
Apr. 30, 2020
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2020
Jul. 17, 2025
Dec. 05, 2024
May 09, 2024
May 04, 2023
Jun. 01, 2022
Oct. 21, 2021
Stock Repurchased and Retired During Period, Shares (in shares) [1],[2]         10,119,000 11,086,000 6,537,000              
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value         $ 500 $ 2,100 $ 1,700              
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value         0 0 0              
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount         0                  
Restricted Stock Units (RSUs) [Member]                            
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount         $ 9,200                  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)         1 year 1 month 6 days                  
Performance Shares [Member]                            
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)         3 years                  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount         $ 1,900                  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)         1 year 8 months 12 days                  
Share Based Compensation Arrangement By Share Based Payment Award, Awards if Only Threshhold Performance Met, Percentage         50.00%                  
Share Based Compensation Arrangement By Share Based Payment Award, Awards for Target Performance, Percentage         100.00%                  
Share Based Compensation Arrangement By Share Based Payment Award, Awards for Maximum Performance, Percentage         200.00%                  
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares)   147,970 241,277 519,782                    
Shares Issued Per Unit (in shares)   1.22 1.94 2                    
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares)   55,433 94,862 200,904                    
Share Based Payment Arrangement, Shares Issued In Period, Net of Tax Withholdings (in shares)   92,537 146,415 318,878                    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value   $ 0       $ 800 $ 0              
Shares to be Issued to Settle PSUs (in shares)         500,000                  
Career Shares [Member]                            
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount         $ 1,300                  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)         3 years 1 month 6 days                  
Career Shares [Member] | Executive Officer [Member]                            
Share Based Compensation Arrangement By Share Based Payment Award, Award Eligibility Minimum Age (Year)         55 years                  
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period (Year)         10 years                  
Career Shares [Member] | Share-Based Payment Arrangement, Tranche One [Member] | Executive Officer [Member]                            
Share Based Compensation Arrangement By Share Based Payment Award, Service Period (Year)         10 years                  
Career Shares [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Executive Officer [Member]                            
Share Based Compensation Arrangement By Share Based Payment Award, Service Period (Year)         15 years                  
Career Shares [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | Executive Officer [Member]                            
Share Based Compensation Arrangement By Share Based Payment Award, Service Period (Year)         20 years                  
The 2021 Program [Member]                            
Stock Repurchase Program, Authorized Amount                 $ 500,000 $ 500,000 $ 500,000 $ 500,000 $ 500,000 $ 300,000
Share Repurchase Program, Remaining Authorized, Amount         $ 362,100                  
The 2020 Plan [Member]                            
Share Based Compensation Arrangement By Share Based Payment Award Expiration of Plan (Year) 10 years                          
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)               3,300,000            
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares)         6,000,000                  
Common Stock, Capital Shares Reserved for Future Issuance (in shares)         8,300,000                  
The 2020 Plan [Member] | Share-Based Payment Arrangement, Option [Member]                            
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)               3 years            
The 2020 Plan [Member] | Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Tranche One [Member]                            
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage         0.33%                  
The 2020 Plan [Member] | Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Tranche Two [Member]                            
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage         0.33%                  
The 2020 Plan [Member] | Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Tranche Three [Member]                            
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage         0.33%                  
[1] All shares repurchased have been retired and constitute authorized but unissued shares.
[2] Shares repurchased reflect repurchases settled during the twelve months ended December 31, 2025, 2024 and 2023. These amounts exclude repurchases, if any, traded but not yet settled on or before December 31 of each year.

v3.25.4
Note 11 - Stockholders' Equity and Stock Incentive Plans - Share Repurchases (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Shares repurchased (in shares) [1],[2] 10,119 11,086 6,537
Total cost, including brokerage fees [2],[3] $ 778,324 $ 685,850 $ 412,655
Average repurchase price per share (in dollars per share) [2],[4] $ 76.91 $ 61.87 $ 63.13
[1] All shares repurchased have been retired and constitute authorized but unissued shares.
[2] Shares repurchased reflect repurchases settled during the twelve months ended December 31, 2025, 2024 and 2023. These amounts exclude repurchases, if any, traded but not yet settled on or before December 31 of each year.
[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.

v3.25.4
Note 11 - Stockholders' Equity and Stock Incentive Plans - Dividends (Details) - $ / shares
 3 Months Ended
Dec. 31, 2025
Sep. 30, 2025
Jun. 30, 2025
Mar. 31, 2025
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
O 2023 Q1 Dividends [Member]                        
Dividends, record date                       Mar. 15, 2023
Dividends, payment date                       Apr. 15, 2023
Dividends, amount per share (in dollars per share)                       $ 0.16
O 2023 Q2 Dividends [Member]                        
Dividends, record date                     Jun. 15, 2023  
Dividends, payment date                     Jul. 15, 2023  
Dividends, amount per share (in dollars per share)                     $ 0.16  
O 2023 Q3 Dividends [Member]                        
Dividends, record date                   Sep. 15, 2023    
Dividends, payment date                   Oct. 15, 2023    
Dividends, amount per share (in dollars per share)                   $ 0.16    
O 2023 Q4 Dividends [Member]                        
Dividends, record date                 Dec. 22, 2023      
Dividends, payment date                 Jan. 15, 2024      
Dividends, amount per share (in dollars per share)                 $ 0.16      
O 2024 Q1 Dividends [Member]                        
Dividends, record date               Mar. 15, 2024        
Dividends, payment date               Apr. 15, 2024        
Dividends, amount per share (in dollars per share)               $ 0.17        
O 2024 Q2 Dividends [Member]                        
Dividends, record date             Jun. 15, 2024          
Dividends, payment date             Jul. 15, 2024          
Dividends, amount per share (in dollars per share)             $ 0.17          
O 2024 Q3 Dividends [Member]                        
Dividends, record date           Sep. 15, 2024            
Dividends, payment date           Oct. 15, 2024            
Dividends, amount per share (in dollars per share)           $ 0.17            
O 2024 Q4 Dividends [Member]                        
Dividends, record date         Dec. 16, 2024              
Dividends, payment date         Jan. 15, 2025              
Dividends, amount per share (in dollars per share)         $ 0.17              
O2025 Q1 Dividends [Member]                        
Dividends, record date       Mar. 17, 2025                
Dividends, payment date       Apr. 15, 2025                
Dividends, amount per share (in dollars per share)       $ 0.18                
O 2025 Q2 Dividends [Member]                        
Dividends, record date     Jun. 16, 2025                  
Dividends, payment date     Jul. 15, 2025                  
Dividends, amount per share (in dollars per share)     $ 0.18                  
O2025 Q3 Dividends [Member]                        
Dividends, record date   Sep. 15, 2025                    
Dividends, payment date   Oct. 15, 2025                    
Dividends, amount per share (in dollars per share)   $ 0.18                    
O 2025 Q4 Dividends [Member]                        
Dividends, record date Dec. 15, 2025                      
Dividends, payment date Jan. 15, 2026                      
Dividends, amount per share (in dollars per share) $ 0.18                      

v3.25.4
Note 11 - Stockholders' Equity and Stock Incentive Plans - Stock Option Activity (Details) - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Outstanding, options (in shares) 31,401 76,381 108,381
Outstanding, weighted average option price (in dollars per share) $ 17.94 $ 16.56 $ 14.58
Granted, options (in shares) 0 0 0
Granted, weighted average option price (in dollars per share) $ 0 $ 0 $ 0
Canceled, options (in shares) 0 0 0
Canceled, weighted average option price (in dollars per share) $ 0 $ 0 $ 0
Exercised, options (in shares) (7,477) (44,980) (32,000)
Exercised, weighted average option price (in dollars per share) $ 18.55 $ 15.6 $ 9.86
Outstanding, options (in shares) 23,924 31,401 76,381
Outstanding, weighted average option price (in dollars per share) $ 17.75 $ 17.94 $ 16.56
Outstanding, weighted average remaining term (Year) 10 months 24 days    
Outstanding, aggregate intrinsic value $ 1,615    
Exercisable, options (in shares) 23,924 31,401  
Exercisable, weighted average option price (in dollars per share) $ 17.75 $ 17.94  
Exercisable, weighted average remaining term (Year) 10 months 24 days 1 year 9 months 18 days  
Exercisable, aggregate intrinsic value $ 1,615 $ 1,714  

v3.25.4
Note 11 - Stockholders' Equity and Stock Incentive Plans - Stock Options Outstanding Exercisable (Details) - $ / shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Exercise price (in dollars per share) $ 17.75 $ 17.94 $ 16.56 $ 14.58
Options outstanding, number outstanding (in shares) 23,924      
Options outstanding, weighted average remaining contractual life (Year) 10 months 24 days      
Options outstanding, weighted average exercise price (in dollars per share) $ 17.75      
Options exercisable, number exercisable (in shares) 23,924      
Options exercisable, weighted average exercise price (in dollars per share) $ 17.75      

v3.25.4
Note 11 - Stockholders' Equity and Stock Incentive Plans - RSU Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Outstanding, units (in shares) 852,993 896,504 918,248
Granted, units (in shares) 255,667 291,961 304,361
Granted, weighted average grant date fair value, units (in dollars per share) $ 78.86 $ 63.29 $ 65.36
Canceled, units (in shares) (19,215) (11,100) (14,729)
Awarded, units (in shares) (175,341) (324,372) (311,376)
Outstanding, units (in shares) 914,104 852,993 896,504

v3.25.4
Note 11 - Stockholders' Equity and Stock Incentive Plans - PSU Activity (Details) - Performance Shares [Member] - $ / shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Outstanding, units (in shares) 404,509 394,778 514,290
Granted, units (in shares) 143,417 142,130 141,644
Granted, weighted average grant date fair value, units (in dollars per share) $ 79.42 $ 63.96 $ 65.24
Performance Adjustment, units (in shares) 26,676 116,905 259,891
Canceled, units (in shares) (4,413) (2,322) (1,265)
Awarded, units (in shares) (158,762) (246,982) (519,782)
Outstanding, units (in shares) 411,427 404,509 394,778

v3.25.4
Note 11 - Stockholders' Equity and Stock Incentive Plans - Career Share Activity (Details) - Career Shares [Member] - $ / shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Outstanding, units (in shares) 930,281 958,701 931,821
Granted, units (in shares) 20,333 22,829 30,409
Granted, weighted average grant date fair value, units (in dollars per share) $ 71.83 $ 63.82 $ 54.39
Canceled, units (in shares) (8,014) 0 (3,529)
Awarded, units (in shares) (47,336) (51,249) 0
Outstanding, units (in shares) 895,264 930,281 958,701

v3.25.4
Note 11 - Stockholders' Equity and Stock Incentive Plans - Share-based Compensation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Share-based compensation expense $ 32,146 $ 29,666 $ 32,379
Restricted Stock Units (RSUs) [Member]      
Share-based compensation expense 18,665 17,197 17,821
Performance Shares [Member]      
Share-based compensation expense 12,080 11,049 13,029
Career Shares [Member]      
Share-based compensation expense $ 1,401 $ 1,420 $ 1,529

v3.25.4
Note 11 - Stockholders' Equity and Stock Incentive Plans - Classification of Total Costs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Share-based compensation expense $ 32,146 $ 29,666 $ 32,379
Gaming [Member]      
Share-based compensation expense 1,009 997 1,036
Food & Beverage [Member]      
Share-based compensation expense 193 191 198
Room [Member]      
Share-based compensation expense 92 91 94
Selling, General and Administrative Expenses [Member]      
Share-based compensation expense 5,131 5,071 5,263
Corporate Expense [Member]      
Share-based compensation expense $ 25,721 $ 23,316 $ 25,788

v3.25.4
Note 12 - Fair Value Measurements (Details Textual)
$ in Millions
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Debt Securities, Available-for-Sale, Amortized Cost $ 15.6  
Debt Security Interest Rate Stated Percentage 7.50%  
Debt Securities, Available-for-Sale, Current $ 0.8 $ 0.8
Debt Securities, Available-for-Sale, Noncurrent 11.5 11.8
Debt Security, Available-For-Sale, Fair Value Discount Amount 1.6 1.8
Prepaid Expenses and Other Current Assets [Member]    
Debt Securities, Available-for-Sale, Current 0.8 0.8
Other Noncurrent Assets [Member]    
Debt Securities, Available-for-Sale, Noncurrent $ 11.5 $ 11.8
Measurement Input, Discount Rate [Member]    
Debt Securities, Available-for-Sale, Measurement Input 0.126 0.13

v3.25.4
Note 12 - Fair Value Measurements - Fair Value of Financial Instruments (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Investment available for sale $ 12,300 $ 12,600
Fair Value, Recurring [Member]    
Cash and cash equivalents 353,413 316,688
Restricted cash 5,354 4,676
Investment available for sale 12,347 12,553
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]    
Cash and cash equivalents 353,413 316,688
Restricted cash 5,354 4,676
Investment available for sale 0 0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]    
Cash and cash equivalents 0 0
Restricted cash 0 0
Investment available for sale 0 0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]    
Cash and cash equivalents 0 0
Restricted cash 0 0
Investment available for sale $ 12,347 $ 12,553

v3.25.4
Note 12 - Fair Value Measurements - Changes in Fair Value of Level 3 Assets and Liabilities (Details) - Investment, Available-For-Sale [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Balance, asset $ 12,553 $ 13,327
Included in interest income, asset 179 176
Included in other comprehensive income (loss), asset 400 (220)
Settlements, asset (785) (730)
Balance, asset $ 12,347 $ 12,553

v3.25.4
Note 12 - Fair Value Measurements - Minimum Assessment Agreements (Details) - Fair Value, Nonrecurring [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Note receivable $ 34,789  
Obligation under assessment arrangements 15,737 $ 18,014
Reported Value Measurement [Member]    
Note receivable 34,789  
Obligation under assessment arrangements 14,200 16,057
Estimate of Fair Value Measurement [Member]    
Note receivable 35,641  
Obligation under assessment arrangements $ 17,915 $ 20,719

v3.25.4
Note 12 - Fair Value Measurements - Long-term Debt (Details) - Fair Value, Nonrecurring [Member] - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Long-term debt $ 2,060,700 $ 3,200,306
Reported Value Measurement [Member]    
Long-term debt 2,045,569 3,176,590
Estimate of Fair Value Measurement [Member]    
Long-term debt 2,034,450 3,080,684
Fair Value, Inputs, Level 2 [Member] | Bank Credit Facility [Member] | Line of Credit [Member]    
Long-term debt 160,700 1,300,300
Fair Value, Inputs, Level 2 [Member] | Bank Credit Facility [Member] | Line of Credit [Member] | Reported Value Measurement [Member]    
Long-term debt 156,880 1,291,191
Fair Value, Inputs, Level 2 [Member] | Bank Credit Facility [Member] | Line of Credit [Member] | Estimate of Fair Value Measurement [Member]    
Long-term debt 160,700 1,279,428
Fair Value, Inputs, Level 1 [Member] | The 4.750% Senior NotesDue December 2027 [Member] | Senior Notes [Member]    
Long-term debt 1,000,000 1,000,000
Fair Value, Inputs, Level 1 [Member] | The 4.750% Senior NotesDue December 2027 [Member] | Senior Notes [Member] | Reported Value Measurement [Member]    
Long-term debt 996,104 994,156
Fair Value, Inputs, Level 1 [Member] | The 4.750% Senior NotesDue December 2027 [Member] | Senior Notes [Member] | Estimate of Fair Value Measurement [Member]    
Long-term debt 996,250 968,750
Fair Value, Inputs, Level 1 [Member] | Senior Note 4750 Due 2031 Member | Senior Notes [Member]    
Long-term debt 900,000 900,000
Fair Value, Inputs, Level 1 [Member] | Senior Note 4750 Due 2031 Member | Senior Notes [Member] | Reported Value Measurement [Member]    
Long-term debt 892,585 891,237
Fair Value, Inputs, Level 1 [Member] | Senior Note 4750 Due 2031 Member | Senior Notes [Member] | Estimate of Fair Value Measurement [Member]    
Long-term debt $ 877,500 832,500
Fair Value, Inputs, Level 3 [Member] | Other Long-Term Debt [Member]    
Long-term debt   6
Fair Value, Inputs, Level 3 [Member] | Other Long-Term Debt [Member] | Reported Value Measurement [Member]    
Long-term debt   6
Fair Value, Inputs, Level 3 [Member] | Other Long-Term Debt [Member] | Estimate of Fair Value Measurement [Member]    
Long-term debt   $ 6

v3.25.4
Note 13 - Employee Benefit Plans (Details Textual) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Defined Benefit Plan, Plan Assets, Contributions by Employer $ 1.5 $ 1.4 $ 1.4
Defined Contribution Plan, Cost $ 5.5 $ 5.3 $ 5.3

v3.25.4
Note 14 - Segment Information (Details Textual)
 12 Months Ended
Dec. 31, 2025
Number of Reportable Segments 4

v3.25.4
Note 14 - Segment Information - Revenues for Reportable Segments (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
 [1]
Dec. 31, 2023
 [1]
Revenues $ 4,091,989 $ 3,930,194 $ 3,738,492
Operating Segments [Member] | Las Vegas Locals [Member]      
Revenues 889,957 894,508 928,118
Operating Segments [Member] | Downtown Las Vegas [Member]      
Revenues 228,737 230,091 222,407
Operating Segments [Member] | Midwest and South [Member]      
Revenues 2,116,594 2,063,415 2,041,945
Operating Segments [Member] | Online [Member]      
Revenues 708,323 606,233 422,211
Segment Reporting, Reconciling Item, Excluding Corporate Nonsegment [Member]      
Revenues 148,378 135,947 123,811
Casino [Member]      
Revenues 2,638,150 2,583,926 2,613,288
Casino [Member] | Operating Segments [Member] | Las Vegas Locals [Member]      
Revenues 654,132 647,753 684,661
Casino [Member] | Operating Segments [Member] | Downtown Las Vegas [Member]      
Revenues 144,003 145,878 143,899
Casino [Member] | Operating Segments [Member] | Midwest and South [Member]      
Revenues 1,794,435 1,747,032 1,741,068
Casino [Member] | Operating Segments [Member] | Online [Member]      
Revenues 0 0 0
Casino [Member] | Segment Reporting, Reconciling Item, Excluding Corporate Nonsegment [Member]      
Revenues 45,580 43,263 43,660
Food and Beverage [Member]      
Revenues 310,246 303,522 288,417
Food and Beverage [Member] | Operating Segments [Member] | Las Vegas Locals [Member]      
Revenues 92,901 89,842 90,182
Food and Beverage [Member] | Operating Segments [Member] | Downtown Las Vegas [Member]      
Revenues 45,061 44,775 42,252
Food and Beverage [Member] | Operating Segments [Member] | Midwest and South [Member]      
Revenues 172,284 168,905 155,983
Food and Beverage [Member] | Operating Segments [Member] | Online [Member]      
Revenues 0 0 0
Food and Beverage [Member] | Segment Reporting, Reconciling Item, Excluding Corporate Nonsegment [Member]      
Revenues 0 0 0
Occupancy [Member]      
Revenues 191,286 204,608 199,117
Occupancy [Member] | Operating Segments [Member] | Las Vegas Locals [Member]      
Revenues 84,977 98,365 96,157
Occupancy [Member] | Operating Segments [Member] | Downtown Las Vegas [Member]      
Revenues 27,526 27,498 24,986
Occupancy [Member] | Operating Segments [Member] | Midwest and South [Member]      
Revenues 78,783 78,745 77,974
Occupancy [Member] | Operating Segments [Member] | Online [Member]      
Revenues 0 0 0
Occupancy [Member] | Segment Reporting, Reconciling Item, Excluding Corporate Nonsegment [Member]      
Revenues 0 0 0
Online [Member]      
Revenues 132,165 155,760 94,203
Online [Member] | Operating Segments [Member] | Las Vegas Locals [Member]      
Revenues 0 0 0
Online [Member] | Operating Segments [Member] | Downtown Las Vegas [Member]      
Revenues 0 0 0
Online [Member] | Operating Segments [Member] | Midwest and South [Member]      
Revenues 0 0 0
Online [Member] | Operating Segments [Member] | Online [Member]      
Revenues 132,165 155,760 94,203
Online [Member] | Segment Reporting, Reconciling Item, Excluding Corporate Nonsegment [Member]      
Revenues 0 0 0
Online Reimbusements [Member]      
Revenues 576,158 450,473 328,008
Online Reimbusements [Member] | Operating Segments [Member] | Las Vegas Locals [Member]      
Revenues 0 0 0
Online Reimbusements [Member] | Operating Segments [Member] | Downtown Las Vegas [Member]      
Revenues 0 0 0
Online Reimbusements [Member] | Operating Segments [Member] | Midwest and South [Member]      
Revenues 0 0 0
Online Reimbusements [Member] | Operating Segments [Member] | Online [Member]      
Revenues 576,158 450,473 328,008
Online Reimbusements [Member] | Segment Reporting, Reconciling Item, Excluding Corporate Nonsegment [Member]      
Revenues 0 0 0
Management Fee [Member]      
Revenues 98,869 88,407 76,921
Management Fee [Member] | Operating Segments [Member] | Las Vegas Locals [Member]      
Revenues 0 0 0
Management Fee [Member] | Operating Segments [Member] | Downtown Las Vegas [Member]      
Revenues 0 0 0
Management Fee [Member] | Operating Segments [Member] | Midwest and South [Member]      
Revenues 0 0 0
Management Fee [Member] | Operating Segments [Member] | Online [Member]      
Revenues 0 0 0
Management Fee [Member] | Segment Reporting, Reconciling Item, Excluding Corporate Nonsegment [Member]      
Revenues 98,869 88,407 76,921
Product and Service, Other [Member]      
Revenues 145,115 143,498 138,538
Product and Service, Other [Member] | Operating Segments [Member] | Las Vegas Locals [Member]      
Revenues 57,947 58,548 57,118
Product and Service, Other [Member] | Operating Segments [Member] | Downtown Las Vegas [Member]      
Revenues 12,147 11,940 11,270
Product and Service, Other [Member] | Operating Segments [Member] | Midwest and South [Member]      
Revenues 71,092 68,733 66,920
Product and Service, Other [Member] | Operating Segments [Member] | Online [Member]      
Revenues 0 0 0
Product and Service, Other [Member] | Segment Reporting, Reconciling Item, Excluding Corporate Nonsegment [Member]      
Revenues $ 3,929 $ 4,277 $ 3,230
[1] Revenues for the years ended December 31, 2024 and 2023 have been recast to reflect the change made during 2025 to separate online reimbursements revenue from online revenue.

v3.25.4
Note 14 - Segment Information - Reconciliation of Total Reportable Segment Adjusted EBITDAR to Operating Income (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Corporate expense $ (121,859) $ (113,934) $ (115,963)
Adjusted EBITDAR 1,353,762 1,390,593 1,394,791
Deferred rent 588 648 708
Master lease rent expense 113,769 111,406 108,398
Depreciation and amortization 302,710 276,639 256,780
Share-based compensation expense 32,146 29,666 32,379
Project Development, Preopening and Writedowns Expense 12,360 28,572 (8,935)
Non-cash impairment of assets 128,395 10,500 107,837
Other operating items, net 15,388 5,385 (4,207)
Total other operating costs and expenses 605,356 462,816 492,960
Operating income 748,406 927,777 901,831
Interest income (4,826) (1,625) (23,886)
Interest expense, net of amounts capitalized 157,642 177,409 171,247
Loss on early extinguishments and modifications of debt 1,446 0 0
Other, net (1,735,527) (10) 1,563
Total other (income) expense, net (1,581,265) 175,774 148,924
Income before income taxes 2,329,671 752,003 752,907
Income tax provision (490,769) (174,051) (132,884)
Net income 1,838,902 577,952 620,023
Net loss attributable to noncontrolling interest 4,371 0 0
Net income attributable to Boyd Gaming 1,843,273 577,952 620,023
Segment Reporting, Reconciling Item, Excluding Corporate Nonsegment [Member]      
Total Reportable Segment Adjusted EBITDAR 108,141 96,153 84,478
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]      
Corporate expense (96,138) (90,618) (90,175)
Las Vegas Locals [Member] | Operating Segments [Member]      
Total Reportable Segment Adjusted EBITDAR 420,507 428,423 470,971
Downtown Las Vegas [Member] | Operating Segments [Member]      
Total Reportable Segment Adjusted EBITDAR 80,451 83,325 85,507
Midwest and South [Member] | Operating Segments [Member]      
Total Reportable Segment Adjusted EBITDAR 777,655 765,706 781,673
Online [Member] | Operating Segments [Member]      
Total Reportable Segment Adjusted EBITDAR $ 63,146 $ 107,604 $ 62,337

v3.25.4
Note 14 - Segment Information - Reconciliation of Total Reportable EBITDAR Revenue By Segment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Revenues $ 4,091,989 $ 3,930,194 [1] $ 3,738,492 [1]
Other segment expenses [2] 2,642,089 2,448,983 2,253,526
Corporate expense 121,859 113,934 115,963
Adjusted EBITDAR 1,353,762 1,390,593 1,394,791
Segment Reporting, Reconciling Item, Excluding Corporate Nonsegment [Member]      
Revenues 148,378 135,947 [1] 123,811 [1]
Other segment expenses [2] 40,237 39,794 39,333
Adjusted EBITDAR 108,141 96,153 84,478
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]      
Corporate expense 96,138 90,618 90,175
Las Vegas Locals [Member] | Operating Segments [Member]      
Revenues 889,957 894,508 [1] 928,118 [1]
Other segment expenses [2] 469,450 466,085 457,147
Adjusted EBITDAR 420,507 428,423 470,971
Downtown Las Vegas [Member] | Operating Segments [Member]      
Revenues 228,737 230,091 [1] 222,407 [1]
Other segment expenses [2] 148,286 146,766 136,900
Adjusted EBITDAR 80,451 83,325 85,507
Midwest and South [Member] | Operating Segments [Member]      
Revenues 2,116,594 2,063,415 [1] 2,041,945 [1]
Other segment expenses [2] 1,338,939 1,297,709 1,260,272
Adjusted EBITDAR 777,655 765,706 781,673
Online [Member] | Operating Segments [Member]      
Revenues 708,323 606,233 [1] 422,211 [1]
Other segment expenses [2] 645,177 498,629 359,874
Adjusted EBITDAR $ 63,146 $ 107,604 $ 62,337
[1] Revenues for the years ended December 31, 2024 and 2023 have been recast to reflect the change made during 2025 to separate online reimbursements revenue from online revenue.
[2] 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.

v3.25.4
Note 14 - Segment Information - Assets By Reportable Segment (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Assets $ 6,574,690 $ 6,391,815
Segment Reporting, Reconciling Item, Excluding Corporate Nonsegment [Member]    
Assets 111,396 115,839
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]    
Assets 409,019 318,323
Las Vegas Locals [Member] | Operating Segments [Member]    
Assets 1,681,176 1,623,935
Downtown Las Vegas [Member] | Operating Segments [Member]    
Assets 288,699 292,765
Midwest and South [Member] | Operating Segments [Member]    
Assets 3,924,404 3,855,386
Online [Member] | Operating Segments [Member]    
Assets $ 159,996 $ 185,567

v3.25.4
Note 14 - Segment Information - Reconciliation of Capital Expenditures (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Capital expenditures $ 599,494 $ 407,730 $ 386,729
Change in Accrued Capital Expenditure Additions (11,279) (7,330) (12,779)
Cash-Based Capital Expenditures 588,215 400,400 373,950
Las Vegas Locals [Member]      
Capital expenditures 212,982 71,182 82,918
Downtown Las Vegas [Member]      
Capital expenditures 12,342 12,040 42,233
Midwest and South [Member]      
Capital expenditures 209,610 228,457 200,577
Online [Member]      
Capital expenditures 187 42 224
Managed and Other [Member]      
Capital expenditures 4,951 5,050 5,001
Corporate Segment [Member]      
Capital expenditures $ 159,422 $ 90,959 $ 55,776

v3.25.4
Note 15 - Related Party Transactions (Details Textual)
Dec. 31, 2025
Ownership Percentage 30.00%

v3.25.4
Note 16 - Subsequent Events (Details Textual)
$ / shares in Units, $ in Millions
 1 Months Ended 12 Months Ended
Jan. 21, 2026
USD ($)
Jan. 31, 2026
$ / shares
Dec. 31, 2025
USD ($)
Mar. 02, 2022
USD ($)
Debt Instrument, Face Amount     $ 15.6  
Revolving Credit Facility [Member]        
Line of Credit Facility Covenant Terms, Maximum Secured Leverage Ratio Allowed     3  
Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member]        
Debt Instrument, Basis Spread on Variable Rate     0.25%  
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage     0.20%  
Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member]        
Debt Instrument, Basis Spread on Variable Rate     1.25%  
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage     0.35%  
Revolving Credit Facility [Member] | Fed Funds Effective Rate Overnight Index Swap Rate [Member]        
Debt Instrument, Basis Spread on Variable Rate     0.50%  
Bank Credit Facility [Member]        
Line of Credit Facility, Maximum Borrowing Capacity       $ 1,450.0
Bank Credit Facility [Member] | Revolving Credit Facility [Member]        
Line of Credit Facility, Maximum Borrowing Capacity     $ 1,450.0  
Subsequent Event [Member] | New Term A Loan Facility [Member]        
Debt Instrument, Face Amount $ 1,200.0      
Debt Instrument, Number of Borrowing Allowed 4      
Debt Instrument, Amount Per Borrowing $ 400.0      
Debt Instrument, Fixed Quarterly Amortization of Principal Percentage 5.00%      
Subsequent Event [Member] | Revolving Credit Facility [Member]        
Line of Credit Facility Covenant Terms, Maximum Secured Leverage Ratio Allowed 3      
Subsequent Event [Member] | Revolving Credit Facility [Member] | New Revolving Credit Facility [Member]        
Line of Credit Facility, Additional Available Borrowing Capacity $ 1,250.0      
Line Of Credit Facility, Percent of Consolidated EBITDA 100.00%      
Subsequent Event [Member] | Bank Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) [Member]        
Debt Instrument, Basis Spread on Variable Rate 1.00%      
Subsequent Event [Member] | Bank Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) [Member] | Minimum [Member]        
Debt Instrument, Basis Spread on Variable Rate 1.25%      
Subsequent Event [Member] | Bank Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) [Member] | Maximum [Member]        
Debt Instrument, Basis Spread on Variable Rate 2.25%      
Subsequent Event [Member] | Bank Credit Facility [Member] | Base Rate [Member] | Minimum [Member]        
Debt Instrument, Basis Spread on Variable Rate 0.25%      
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Subsequent Event [Member] | Bank Credit Facility [Member] | Base Rate [Member] | Maximum [Member]        
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Subsequent Event [Member] | Bank Credit Facility [Member] | Fed Funds Effective Rate Overnight Index Swap Rate [Member]        
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Line of Credit Facility, Maximum Borrowing Capacity $ 1,450.0      
O 2026 Q1 Dividends [Member] | Subsequent Event [Member]        
Dividends Payable, Amount Per Share (in dollars per share) | $ / shares   $ 0.2    
Dividends Payable, Date to be Paid   Apr. 15, 2026    
Dividends Payable, Date of Record   Mar. 16, 2026     

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