FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *

Shaw Howard William III

2. Date of Event Requiring Statement (Month/Day/Year)

02/19/2026

3. Issuer Name and Ticker or Trading Symbol

BOYD GAMING CORP [BYD]
(Last)
(First)
(Middle)


6465 S. RAINBOW BLVD.

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks

5. If Amendment, Date Original Filed (Month/Day/Year)

(Street)

LAS VEGAS, NV 89118
(City)
(State)
(Zip)

6. Individual or Joint/Group Filing

(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)

2. Amount of Securities Beneficially Owned (Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)

4. Nature of Indirect Beneficial Ownership (Instr. 5)

Common Stock

28,200 (1)
D
 


Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)

2. Date Exercisable and Expiration Date (Month/Day/Year)

3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)

4. Conversion or Exercise Price of Derivative Security

5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)

6. Nature of Indirect Beneficial Ownership (Instr. 5)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares




Explanation of Responses:
1.

Includes 17,047 Restricted Stock Units issued to the Reporting Person pursuant to the Issuer's 2020 Stock Incentive Plan. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer common stock upon vesting. The Restricted Stock Units are subject to the forfeiture and other terms and conditions contained in the award agreement and the 2020 Stock Incentive Plan.

Remarks:

Exhibit 24 - Power of Attorney. Executive Vice President of Operations



Signatures

/s/ Uri Clinton, attorney-in-fact for Howard W. Shaw III

03/05/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned (the “Filer”) hereby authorizes and designates Scott Lesmes, Brandon Parris, and Charmaine Perdon of Morrison & Foerster LLP, and Jason Gould, Uri Clinton, and Katie True-Awtry of Boyd Gaming Corporation, acting individually, as the Filer’s true and lawful attorney-in-fact to serve as the Filer’s EDGAR account administrator to manage the Filer’s EDGAR account, and to take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the Filer pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. Such actions include the preparation of, and execution for and submission of on behalf of the undersigned, a FORM ID and any other forms necessary on the Filer’s behalf enabling the Filer to make electronic filings with the SEC.

The undersigned hereby grants, on behalf of the Filer, to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 20, 2026.

 

By:

/s/ Howard W. Shaw III

 

 

 

 

 

     Howard W. Shaw III