BOYD GAMING CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025

NOTE1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

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.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to the Quarterly Report on Form10-Q and Article10 of Regulation S-X and, therefore, donot include all information and footnote disclosures necessary for complete financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"). These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes for the year ended* December 31, 2025*, as filed with the U.S. Securities and Exchange Commission ("SEC") on* February 20, 2026.*

The results for the periods indicated are unaudited but reflect all adjustments, consisting only of normal recurring adjustments, that management considers necessary for a fair presentation of financial position, results of operations and cash flows. Results of operations and cash flows for the interim periods presented herein arenot necessarily indicative of the results that would be achieved during a full year of operations or in future periods.

Recasted Condensed Consolidated Statements of Operations (Unaudited)

Starting in thethird quarter of2025, the Company separated 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 obligations owed as the gaming licensee for the related online gaming activities. We are reimbursed for these taxes and other payments by thethird-party operators. To improve transparency on the face of the financial statements, the reimbursements we receive are recorded as online reimbursements revenue and the gaming taxes and other expenses paid are reported as online reimbursements expense. Online revenue and online expense include Boyd Interactive operations and our revenue share from our online market access agreements. Revenue and operating expense for thethree andsix months ended* June 30, 2025have been recast to conform to this presentation. The disaggregation of online reimbursements revenue from online revenue and online reimbursements expense from online expense didnot* impact the Company's total revenues, net income or earnings per share as previously reported for thethree andsix months ended* June 30, 2025.*

Consolidation of Subsidiaries and Variable Interest Entities

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

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

All intercompany accounts and transactions have been eliminated in consolidation.

Acquisition

The Company follows the acquisition method of accounting pursuant to Financial Accounting Standards Board ("FASB") ASC Topic805. In accordance with ASC805, purchase consideration is allocated to the assets acquired and liabilities assumed based on their fair values as determined by management, with assistance fromthird-party specialists as deemed necessary.

On* April 1, 2026,Boyd Interactive Gaming, Inc., a wholly owned subsidiary of the Company, completed its acquisition of Design Works Studios, LLC ("Design Works") pursuant to a Membership Interest Purchase Agreement entered into on September 8, 2025.Total purchase consideration was $53.3 million, consisting of gross cash consideration of $48.3 million (with $1.5 million of cash acquired, for total cash paid for acquisitions, net of cash received of $46.8 million) and a $5.0 million contingent liability. The contingent liability is payable withinone* year in cash and is based on the achievement of certain performance factors.

Design Works is an online games software development business based in Arizona that supplies innovative game content to the regulated online real money gaming and social gaming markets. This acquisition enhances our online casino capabilities and reduces reliance onthird parties for game content for our platform. The purchase price allocation resulted in the recognition of $32.1 million of goodwill, $12.2 million ofB2B relationships and $9.7 million of developed technology, along with other miscellaneous operating assets and liabilities resulting in $0.7 million of net liabilities. TheB2B relationships and developed technology are amortizing intangible assets included in intangible assets, net within our condensed consolidated balance sheet as of* June 30, 2026and have been assigned useful lives ofsix andfive years, respectively. The acquired company is aggregated into, and the recognized goodwill is assigned to, our Online segment (see Note9,* Segment Information).

The pro-forma revenue and earnings from the acquisition, assuming all impacts as if it had been completed on* January 1, 2026,arenot* material through* June 30, 2026.*

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Cash and Cash Equivalents

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

Restricted Cash

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

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

Leases

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

Revenue Recognition

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

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

Gaming wager contracts involvetwo performance obligations for those customers earning points under the Company’s player loyalty program and a single performance obligation for customers who donot participate in the program. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio tonot differ materially from that which would result if applying the guidance to an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with the loyalty points earned, the Company allocates an amount to the player loyalty contract liability based on the stand-alone selling price of the points earned, which is determined by the value of a point that can be redeemed for a hotel room stay, food & beverage or other amenities. Sales and usage-based taxes are excluded from revenues. An amount is allocated to the gaming wager performance obligation using the residual approach as the stand-alone price for wagers is highly variable andno set established price exists for such wagers. The allocated revenue for gaming wagers, excluding race and sports wagers, is recognized when the wagers occur as all such wagers settle immediately. The allocated revenue for race and sports wagers is recognized when the specific event or game occurs. The player loyalty contract liability amount is deferred and recognized as revenue when the customer redeems the points for a hotel room stay, food & beverage or other amenities and such goods or services are delivered to the customer. See Note4, 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 Note4, Accrued Liabilities, for the balance outstanding related to advance deposits.

The Company's outstanding chip liability represents the amounts owed in exchange for gaming chips held by a customer. Outstanding chips are expected to be recognized as revenue or redeemed for cash withinone year of being purchased. See Note4, Accrued Liabilities, for the balance related to outstanding chips.

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

Gaming Taxes

We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate. These gaming taxes are assessed based on our gaming revenues and are recorded in the condensed consolidated statements of operations as a gaming expense for gaming entertainment properties and online expense for Boyd Interactive operations. Gaming taxes recorded as gaming expense totaled $139.9 millionand $135.1 million for thethree months ended* June 30, 2026and2025*, respectively, and were $271.9 million and $262.2 million for thesix months ended* June 30, 2026and2025*, respectively. Gaming taxes recorded as online expense, excluding taxes paid under online market access agreements (seeOnline Market Access Agreements below for further discussion), totaled $7.6 million and $5.5 millionfor thethree months ended* June 30, 2026and2025*, respectively, and $14.5 million and $10.9 million for thesix months ended* June 30, 2026and2025*, respectively.

Income Taxes

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

Other Long-Term Tax Liabilities

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

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

Tax positions failing to qualify for initial recognition are recognized in thefirst subsequent interim period that they meet the more-likely-than-not standard. If it is subsequently determined that a previously recognized tax positionno longer meets the more-likely-than-not standard, it is required that the tax position is derecognized. Accounting standards for uncertain tax positions specifically prohibit the use of a valuation allowance as a substitute for derecognition of tax positions. As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes. If applicable, accrued interest and penalties are included in other long-term tax liabilities on the condensed consolidated balance sheets.

The IRS selected our federal corporate income tax return for the tax year ended* December 31, 2021,for examination. The IRS examination began in thesecond* quarter of2024 and was closed in thesecond quarter of2025 withno significant adjustments. As of* June 30, 2026*, there wereno changes to our unrecognized tax benefits to date.

Tax Credits

Pursuant to provisions under the Inflation Reduction Act of2022, the Company enters into agreements to purchase transferable federal energy tax credits at a discount to face value. The discount associated with these tax credits is recognized as an income tax benefit recorded proportionately in the same period that the tax credits are used. The Company paid $341.0 million during thesix months ended* June 30,*2026 related to transferable federal energy tax credits purchased in2025.

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 operators in Illinois, Indiana, Iowa, Kansas, Louisiana, Missouri (beginning in* December 2025)and Pennsylvania as well as online casinos in Pennsylvania. In addition, we offered online sports wagering under market access agreements in Ohio through June 30, 2025.Under our online market access agreements, we receive a revenue share from thethird*-party operators based 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 condensed 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 obligations owed as the gaming licensee for the related online gaming activities. We are reimbursed for these taxes and other payments by thethird-party operators. We report these gaming taxes and other expenses paid as online reimbursements expense and the reimbursements we receive as online reimbursements revenue.

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Currency Translation

The Company has foreign subsidiaries related to its Boyd Interactive operations. The Company translates the financial statements of these foreign subsidiaries that arenot denominated in U.S. dollars. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the period. When a material income statement event occurs, the transaction is 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 in other, net on the condensed consolidated statements of operations.

Use of Estimates

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

Recently Adopted Accounting Pronouncements

ASU2025*-05, Financial Instruments - Credit Losses (Topic326) ("Update2025-05")*

In* July 2025,the FASB issued Update2025*-05 to clarify guidance related to Topic326 for current accounts receivable and current contract assets arising from transactions accounted for under Topic606,** Revenue from Contracts with Customers, and allowing for a practical expedient that assumes that current conditions as of the balance sheet donot change for the remaining life of the asset. Update2025-05 is effective for annual reporting periods beginning after* December 15, 2025,and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company adopted Update2025*-05 in thefirst quarter2026, and the impact of the adoption to the condensed consolidated financial statements wasnot material.

Recently Issued Accounting Pronouncements

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

NOTE2. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

Depreciation expense is as follows:

During thesix months ended* June 30, 2025*, as a result of ourfirst quarter2025 impairment review, the Company recorded a long-lived asset impairment charge of $32.3 million for property and equipment related to our Las Vegas Locals segment. To determine the value of the long-lived asset and the resulting impairment, we utilized the income approach which focuses on the income-producing capability of the asset. This noncash impairment charge is recorded in impairment of assets on the condensed consolidated statement of operations. There wereno impairments of our property and equipment long-lived assets during thesix months ended* June 30, 2026*.

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NOTE3. GOODWILL AND INTANGIBLE ASSETS, NET

Intangible assets, net consist of the following:

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The following table presents the future amortization expense for our amortizing intangible assets as of* June 30, 2026*:

Goodwill consists of the following:

NOTE4. ACCRUED LIABILITIES

Accrued liabilities consist of the following:

Included in Other as of* June 30, 2026* and* December 31, 2025* is $23.4 million and $371.3 million, respectively, of2025 transferable federal energy tax credits purchased fromthird parties.

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NOTE5. LONG-TERM DEBT

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

Bank Credit Facility

Credit Agreement

On* January 21, 2026 (the "Closing Date"), the Company entered into an Amended and Restated 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 amended and restated the Credit Agreement dated as of March 2, 2022 (*"Prior Credit Agreement"), among the Company, certain direct and indirect subsidiaries of the Company as 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 provides for (i) a $1,450.0 million senior secured revolving credit facility (the "Revolving Credit Facility") and (ii) a $1,200.0 million senior secured term A loan delayed draw facility (the "Term A Loan Facility", and the loans thereunder, the "Term A Loans", and the Term A Loan Facility collectively with the Revolving Credit Facility, the "Credit Facility"). The Revolving Credit Facility and the Term A Loan Facility mature on thefifth anniversary of the Closing Date ("Maturity Date") or earlier upon the occurrence or non-occurrence of certain events, including a springing maturity on* September 1, 2027 ("Springing Maturity Date") if the $1.0 billion aggregate principal amount of 4.750% Senior Notes due2027* ("4.750% Senior Notes due2027") havenot been refinanced with a maturity date that is91 days after the Maturity Date. The Company* mayuse availability under the Revolving Credit Facility and the Term A Loan Facility to refinance the 4.750% Senior Notes due2027* to satisfy the 4.750% Senior Notes due2027 refinance requirements prior to the Springing Maturity Date and upon doing so, the Springing Maturity Date isno longer applicable and the Credit Facility maturity reverts to the Maturity Date. Term A Loans are available to be drawn until* July 1, 2027in up to a maximum offour* borrowings, provided that, on* February 1, 2026,the remaining borrowings available under the Term A Loan Facility will be reduced by an amount equal to the greater of Term A Loans previously made and $400.0 million. As of June 30, 2026,the Company has madeone* borrowing totaling $400.0 million under the Term A Loan Facility. Proceeds from the Credit Agreement on the Closing Date were used to refinance all outstanding obligations under the Prior Credit Agreement, including amounts outstanding under the then existing $1,450.0 million senior secured revolving credit facility ("Prior Credit Facility") and to fund transaction costs in connection with the Credit Agreement. Additional borrowings under the Credit Agreement after the Closing Date* may*be used for working capital and other general corporate purposes.

The outstanding principal amounts under the Credit Facility as of* June 30, 2026* and under the Prior Credit Agreement as of* December 31, 2025* are comprised of the following:

With a total revolving credit commitment of $1,450.0 million available under the Revolving Credit Facility, $315.0 million and $26.1 million outstanding on the Revolving Credit Facility and the Swing Loan, respectively, and $14.2 million allocated to support various letters of credit, there was a remaining contractual availability under the Revolving Credit Facility of $1,094.7 million as of* June 30, 2026*. In addition, with $400.0 million drawn on the Term A Loan Facility, the Company had $800.0 million of contractual availability under the Term A Loan Facility as of* June 30, 2026*, and together with the Revolving Credit Facility, there was remaining contractual availability under the Credit Facility of $1,894.7 million as of* June 30, 2026*.

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Interest and Fees

The interest rate on the outstanding balance from time to time of the Revolving Credit Facility and the Term A Loan Facility is based on, 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 (as defined in the 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 Revolving Credit Facility and the Term A Loan Facility. The rates based on SOFR will be determined based on, at the Company’s option, either (i) a forward-looking SOFR term rate administered by CME Group Benchmark Administration Limited or any successor administrator, and based on interest periods of one,three orsix months or such other interest period that istwelve months or less subject to the consent of 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 Credit Agreement is the highest of (x) Bank of America’s publicly announced prime rate, (y) the federal funds rate published by the Federal Reserve Bank of New York plus 0.50%, or (z) the SOFR rate for aone-month interest period plus 1.00%.

Optional and Mandatory Prepayments

Pursuant to the terms of the Credit Agreement (i) the loans under the Term A Loan Facility will amortize in an annual amount equal to 5.00% of the original principal amount thereof, commencing with thefirst full fiscal quarter ending after the earlier of (x) the date the 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 Credit Agreement if the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) exceeds certain thresholds set forth in the Credit Agreement.

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

Guarantees and Collateral

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

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

Financial and Other Covenants

The Credit Agreement contains certain financial and other covenants, including, without limitation, various covenants (i) requiring the maintenance of a minimum consolidated interest coverage ratio on a quarterly basis, (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 Credit Agreement in connection with certain asset sales and issuances of certain additional non-permitted or refinancing indebtedness.

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

Early Extinguishments and Modifications of Debt

As the borrowing capacity of the Revolving Credit Facility under the Credit Agreement equals or exceeds that under the Prior Credit Agreement and the lenders under the Credit Agreement are substantially similar to the lenders under the Prior Credit Agreement, we accounted for the Prior Credit Facility termination as a modification of debt in accordance with authoritative accounting guidance for debt extinguishments and debt modifications. As a result, $3.3 million of unamortized deferred finance charges related to the Prior Credit Agreement were added to the $16.1 million of deferred finance charges incurred under the Credit Agreement and are being amortized over the term of the Credit Agreement. The remaining $0.4 million of unamortized deferred finance charges corresponding to the percentage of lenders under the Prior Credit Agreement that didnot continue to participate under the Credit Agreement is included in loss on early extinguishments and modifications of debt for thesix months ended* June 30, 2026*. There wasno loss on early extinguishments and modifications of debt for thesix months ended* June 30, 2025*.

Covenant Compliance

As of* June 30, 2026*, we were in compliance with the financial covenants of our debt instruments.

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NOTE6. COMMITMENTS AND CONTINGENCIES

Wilton Rancheria Agreements

In2012, the Company entered into a management agreement with Wilton Rancheria. The management agreement provides for us to manage Sky River Casino upon its opening on* August 15, 2022for a period ofseven years and receive a monthly management fee for our services based on the monthly performance of the gaming facility. The management fee of $28.5 million and $23.8 million for our management services for thethree* months ended* June 30, 2026and2025*, respectively, and $54.7 million and $48.9 million for thesix months ended* June 30, 2026and2025*, respectively, is paid monthly and recorded in management fee revenue on the condensed consolidated statements of operations.

Master Lease Agreements

The Company leases the facilities associated with the Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park gaming entertainment properties (“Master Leases”), with the initial term commencing on* October 15, 2018and ending on April 30, 2026,with options for renewal. The term of the Master Leases maybe extended forfive* separate renewal terms offive years each. During thefirst quarter2025, the Company exercised its right to extend the Master Leases for thefirst renewal term. Thisfirst renewal extends the Master Leases through* April 30, 2031.The monthly lease payment during the initial term, as well as thefirst* renewal term, consists of the sum of: (i) the building base rent, (ii) the land base rent, and (iii) the percentage rent, each as defined in the Master Leases.

Norfolk Agreements

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

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

Through the Norfolk Management Agreement, the Company is responsible for funding any operational losses and is entitled to significant economic benefits from the developed casino’s operations. The Company has determined that GEC is a VIE and that the Company has variable interests in GEC through the Norfolk Development Agreement, the Norfolk Management Agreement and through its exclusive option to purchase a percentage of membership interests of GEC, which the Company exercised on* June 1, 2026.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 had this power and these rights and obligations upon entry into the related agreements on February 14, 2025,and such power, rights and obligations didnot* change upon exercising its exclusive option to purchase a percentage of membership interests of GEC. The Company doesnot have the power to direct the Tribe or PITGA’s activities, nor is it responsible for economic losses or have rights to economic benefits of the Tribe or PITGA.

The Company anticipates incurring aggregate expenditures in connection with the Norfolk Casino project of approximately $750.0 million with an estimated $300.0 million expected to be incurred in2026.

Commitments

As of* June 30, 2026*, there have beenno material changes to our commitments described under Note9, Commitments and Contingencies, in our Annual Report on Form10-K for the year ended* December 31, 2025*, as filed with the SEC on* February 20, 2026.*

Contingencies

Legal Matters

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

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NOTE7. STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS

Share Repurchase Program

On* October 21, 2021,our Board of Directors authorized a share repurchase program of $300.0 million (the "Share Repurchase Program"). In addition, our Board of Directors authorized increases to the Share Repurchase Program of $500.0 million on each of June 1, 2022,* * May 4, 2023,* * May 9, 2024,* * December 5, 2024,* * July 17, 2025and April 8, 2026.As of June 30, 2026*, we were authorized to repurchase up to an additional $551.1 million in shares of our common stock under the Share Repurchase Program. Under the Share Repurchase Program, the Company* mayrepurchase shares of its common stock from time to time on the open market or in privately negotiated transactions. Repurchases of common stock mayalso be made under Rule10b5*-1 plans, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. We arenot obligated to repurchase any shares under this program. The timing, volume and nature of share repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws and other factors, and* may*be suspended or discontinued at any time.

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

(1)Shares repurchased reflect repurchases settled during thethree andsix months ended* June 30, 2026* and2025. These amounts exclude repurchases, if any, traded butnot yet settled on or before* June 30, 2026* and2025, respectively.

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

(3) Costs exclude1% 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 the1% excise tax.

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Dividends

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

Share-Based Compensation

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

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

Restricted Stock Units

Our2020 Plan provides for the grant of Restricted Stock Units ("RSU"). A RSU is an award that* maybe earned in whole, or in part, upon the passage of time, and that maybe settled for cash, shares, other securities or a combination thereof. The RSUs donot* contain voting rights and arenot entitled to dividends. The RSUs are subject to the terms and conditions contained in the applicable award agreement and the2020 Plan. Share-based compensation costs related to RSU awards are calculated based on the market price on the date of the grant. We grant RSUs to certain members of management of the Company, which represents a contingent right to receiveone share of our common stock upon vesting. Prior to thefirst quarter2025 grant, a RSU generally vested on thethird anniversary of its issuance date. Beginning with thefirst quarter2025 grant, a RSU generally vests in annual installments ofone-third of the original number of units granted with the full award fully vested on thethird anniversary of its issuance date. Share-based compensation expense is amortized to expense over the requisite service period. In addition, annually we award RSUs to certain members of our Board of Directors and the shares are issued to the director when the RSU is granted. As these RSUs are issued for past service, they are expensed on the date of issuance.

Performance Shares

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

The PSU grants awarded infirst quarter2023 and2022 fully vested during thefirst quarter of2026 and2025, respectively. Common shares under the2023 and2022 grants were issued based on determination by the Compensation Committee of the Board of Directors ("Compensation Committee") of our actual achievement of Adjusted EBITDAR (as defined in Note9, Segment Information), Adjusted EBITDAR margin and return on invested capital for thethree-year performance period from* January 1, 2023to December 31, 2025and January 1, 2022to December 31, 2024,*respectively. 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 2023resulted in a total of 169,656 shares being issued during thefirst* quarter of2026, representing approximately 1.28 shares per PSU. Of the 169,656 shares issued, a total of 62,021 were surrendered by the participants for payroll taxes, resulting in a net issuance of 107,635 shares due to the vesting of the2023 grant. The actual achievement level under the award metrics approximated the estimated performance as of the year-end2025; therefore, the vesting of the PSUs didnot impact compensation costs in our2026 condensed consolidated statement of operations.

The PSU grant awarded in* February 2022resulted in a total of 147,970 shares being issued during thefirst* quarter of2025, representing approximately 1.22 shares per PSU. Of the 147,970 shares issued, a total of 55,433 were surrendered by the participants for payroll taxes, resulting in a net issuance of 92,537 shares due to the vesting of the2022 grant. The actual achievement level under the award metrics equaled the estimated performance as of the year-end2024; therefore, the vesting of the PSUs didnot impact compensation costs in our2025 condensed consolidated statement of operations.

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Unamortized Stock Compensation Expense and Recognition Period

As of* June 30, 2026*, there was approximately $17.2 million, $6.2 million and $1.5 million of total unrecognized share-based compensation costs related to unvested RSUs, PSUs and career shares, respectively. As of* June 30, 2026*, the unrecognized share-based compensation costs related to our RSUs, PSUs and career shares are expected to be recognized over approximately 1.3 years,2.3 years and 2.9 years, respectively.

NOTE8. FAIR VALUE MEASUREMENTS

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

These inputs create the following fair value hierarchy:

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

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

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

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

Balances Measured at Fair Value

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

Cash and Cash Equivalents and Restricted Cash

The fair values of our cash and cash equivalents and restricted cash, classified in the fair value hierarchy as Level1, are based on statements received from our banks as of* June 30, 2026* and* December 31, 2025*.

Investment Available for Sale

We have an investment in a single municipal bond issuance of $14.7 million aggregate principal amount of 7.5% Urban Renewal Tax Increment Revenue Bonds, Taxable Series2007 that is classified as available for sale with a maturity date of* June 1, 2037.We are the only holder of this instrument and there isno* quoted market price for this instrument. As such, the fair value of this investment is classified as Level3 in the fair value hierarchy. The estimate of the fair value of such investment was determined using a combination of current market rates and estimates of market conditions for instruments with similar terms, maturities and degrees of risk and a discounted cash flows analysis as of* June 30, 2026* and* December 31, 2025*. The fair value of the instrument is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation at* June 30, 2026* and* December 31, 2025* is a discount rate of 12.9% and 12.6%, respectively. Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument arenot charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the condensed consolidated balance sheets and in the condensed consolidated statement of other comprehensive income. At* June 30, 2026* and* December 31, 2025*, $0.9 million and $0.8 million, respectively, of the carrying value of the investment available for sale is included as a current asset in prepaid expenses and other current assets, and at* June 30, 2026* and* December 31, 2025*, $10.7 million and $11.5 million, respectively, is included in other assets, net on the condensed consolidated balance sheets. The discount associated with this investment of $1.5 million and $1.6 million as of* June 30, 2026* and* December 31, 2025*, respectively, is netted with the investment balance and is being accreted over the life of the investment using the effective interest method. The accretion of such discount is included in interest income on the condensed consolidated statements of operations.

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

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

The fair value of indefinite-lived intangible assets, long-lived assets and operating right-of-use assets, classified in the fair value hierarchy as Level3, is utilized in performing the Company's impairment analyses (see Note2, Property and Equipment, Net).

Assets acquired and contingent liabilities assumed as part of an asset acquisition, along with noncontrolling interests, are recorded at fair value upon acquisition and all are classified in the fair value hierarchy as Level3, other than cash or restricted cash acquired, which are classified as Level1.

Balances Disclosed at Fair Value

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

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

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The estimated fair values of our note receivable and our obligation under assessment arrangements are based on a discounted cash flows approach after giving consideration to the changes in market rates of interest, creditworthiness of both parties and credit spread. The estimated fair value of our Credit Facility and Prior Credit Facility is based on a relative value analysis performed on or about* June 30, 2026* and* December 31, 2025*, respectively. The estimated fair values of our senior notes are based on quoted market prices as of* June 30, 2026* and* December 31, 2025*.

There wereno transfers between Level1, Level2 and Level3 measurements during thesix months ended* June 30, 2026and2025*.

NOTE9. SEGMENT INFORMATION

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

(1) Property has been closed since* March 18, 2020.During thefirst* quarter of2026, the property was imploded and sitework to clear and restore the land is underway.

(2)Cadence Crossing opened on* March 25, 2026and replaced the Jokers Wild casino. Demolition activities at Jokers Wild began during thefirst* quarter of2026.

(3) Sam's Town Hotel and Gambling Hall Tunica ("Sam's Town Tunica"), which was located in Tunica, Mississippi was permanently closed on* November 9, 2025.Property results for Sam's Town Tunica for thethree* andsix months ended* June 30, 2025*were included in the Midwest & South segment.

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

(5)The Company entered into an agreement to sell the property in* February 2026.The sale is expected to take place in thethird* quarter of2026.

(6) Transitional casino opened on* November 7, 2025and is a variable interest entity consolidated in our financial statements. The full casino resort is expected to open in late2027.*

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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 expense, impairment of assets, other operating items, net, gain or loss on early extinguishments and modifications of debt, net income (loss) attributable to noncontrolling interest, other items, net and master lease rent expense, as applicable ("Adjusted EBITDAR"). 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:

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(1) Revenues for thethree andsix months ended* June 30, 2025have been recast to reflect the change made during thethird* quarter of2025 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 condensed consolidated statements of operations:

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

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Total Reportable Segment Expenses

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

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

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

Total Reportable Segment Assets

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

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NOTE10. SUBSEQUENT EVENTS

We have evaluated all events or transactions that occurred after* June 30, 2026*. During this period, up to the filing date, we didnot identify any subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations.

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