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

Executive Overview

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

We are a geographically diversified operator of 27 gaming entertainment properties. Headquartered in Las Vegas, Nevada, we have 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 and business-to-consumer online casino gaming business. We also manage the Sky River Casino located in California under a management agreement with Wilton Rancheria. We have the following four reportable segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online, (collectively "Reportable Segments"). The Las Vegas Locals, Downtown Las Vegas and Midwest & South segments include the operating results of our gaming entertainment properties. The table below lists the Reportable Segment classification of each of our gaming entertainment properties that were aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure. The Online segment includes the operating results of our online gaming business ("Boyd Interactive") and online market access fees through our agreements with third 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 ("Lattner").

Las Vegas Locals

Gold Coast Hotel and Casino

Las Vegas, Nevada

The Orleans Hotel and Casino

Las Vegas, Nevada

Sam's Town Hotel and Gambling Hall

Las Vegas, Nevada

Suncoast Hotel and Casino

Las Vegas, Nevada

Eastside Cannery Casino and Hotel (1)

Las Vegas, Nevada

Aliante Casino + Hotel + Spa

North Las Vegas, Nevada

Cannery Casino Hotel

North Las Vegas, Nevada

Cadence Crossing (2)

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 (3)

Par-A-Dice Casino

East Peoria, Illinois

Belterra Casino Resort (4)

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 (5)

Shreveport, Louisiana

Treasure Chest Casino

Kenner, Louisiana

IP Casino Resort Spa

Biloxi, Mississippi

Ameristar Casino * Hotel Kansas City (4)

Kansas City, Missouri

Ameristar Casino * Resort * Spa St. Charles (4)

St. Charles, Missouri

Belterra Park (4)

Cincinnati, Ohio

Valley Forge Casino Resort

King of Prussia, Pennsylvania

The Interim Gaming Hall (6) Norfolk, Virginia

(1) Property has been closed since March 18, 2020. During the first quarter of 2026, the property was imploded and sitework to clear and restore the land is underway.

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

(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 the three months ended March 31, 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 the third quarter of 2026.

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

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

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.

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

Our Strategy

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

Growing Revenues and Operating Efficiently

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

Balance Sheet Strength

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

Evaluating Acquisition and Growth Opportunities

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

Maintaining Our Brand

The ability of our Team Members to deliver superior "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.

RESULTS OF OPERATIONS

Overview

Three Months Ended

March 31,

(In millions)

2026

2025

Total revenues

$ 997.4 $ 991.6

Operating income

164.0 199.9

Net income

104.3 110.9

Total Revenues

Total revenues for the three months ended March 31, 2026 increased by $5.8 million, or 0.6%, compared to the prior year comparable period, primarily due to the following: (i) an increase in gaming revenues of $11.8 million, or 1.8%, driven by an increase in slot win of 2.6% and slot handle of 1.5%; (ii) an increase in online reimbursements revenue of $5.8 million, which relates to reimbursements of gaming taxes and other expenses paid on behalf of our online partners; and offset by (iii) a decrease in online revenue of $13.7 million, which was driven by a $15.1 million decrease in revenue from market access agreements with the termination of certain agreements starting in the third quarter of 2025 in connection with the FanDuel Equity Sale (as defined below) and in some instances, entry into new agreements at lower rates than those terminated.

Operating Income

Operating income decreased by $35.9 million, or 18.0%, for the three months ended March 31, 2026, compared to the prior year comparable period, primarily due to an increase in depreciation and amortization expense of $26.8 million, which was driven by the completion of our meeting and convention space in the third quarter of 2025, opening of the transitional casino in Norfolk, Virginia in November 2025, investments in technology throughout 2025 and hotel room renovations at multiple properties during 2025 and into the first quarter of 2026. In addition, project development, preopening and writedowns expense increased $21.8 million from the prior year comparable period. During the three months ended March 31, 2026, the Company incurred $18.2 million of costs related to demolition and asset writedowns and $2.0 million of preopening costs. Finally, operating income was unfavorably impacted by the $15.1 million decrease in revenue from our market access agreements, as 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. Operating income was favorably impacted by a $32.3 million decrease in impairment of assets over the prior year as the Company recorded long-lived asset impairment charges of $32.3 million during the first quarter of 2025 related to property and equipment in the Las Vegas Locals segment.

Net Income

Net income decreased $6.6 million for the three months ended March 31, 2026 , compared to the prior year comparable period, primarily due to the $35.9 million decrease in operating income, as discussed above, offset by a $20.0 million decrease in interest expense, which was driven by a $1.2 billion decrease in the weighted average outstanding debt balance combined with a 60-basis point decline in the weighted average interest rate. The decline in the weighted average outstanding debt balance was due to the full repayment of the then outstanding balances under the Prior Credit Facility in the third quarter of 2025 totaling $1,680.9 million with the proceeds from our 5% equity sale in FanDuel ("FanDuel Equity Sale"), offset by $400.0 million Term A Loans under the Credit Facility (Prior Credit Facility, Term A Loans and Credit Facility are all as defined below in "Liquidity and Capital Resources - Indebtedness") in the first quarter of 2026. Net income was also favorably impacted by an $8.6 million decrease in the income tax provision driven by the decrease in operating income, as discussed above.
Operating Revenues
We derive the majority of our revenues from our gaming operations, which produced approximately 65% and 64% of revenues for the three months ended March 31, 2026 and 2025, respectively. Online reimbursements revenues, which include reimbursements received from our third-party operators for gaming taxes and other expenses we pay under market access arrangements, represent our next most significant revenue source, generating 14% and 13% of revenues for the three months ended March 31, 2026 and 2025 , respectively . Food & beverage revenues, room revenues, online revenues, management fee revenues and other revenues each separately contributed 8% or less of revenues during these periods.

Three Months Ended

March 31,

(In millions)

2026

2025

REVENUES

Gaming

$ 650.5 $ 638.7

Food & beverage

75.8 74.2

Room

45.9 47.4

Online

26.3 40.0

Online reimbursements

135.4 129.6

Management fee

26.2 25.1

Other

37.3 36.6

Total revenues

$ 997.4 $ 991.6

DEPARTMENTAL OPERATING EXPENSES

Gaming

$ 254.9 $ 246.1

Food & beverage

64.9 63.3

Room

19.2 19.0

Online

17.7 16.4

Online reimbursements

135.4 129.6

Other

13.2 12.8

Total departmental operating expenses

$ 505.3 $ 487.2

MARGINS

Gaming

60.8 % 61.5 %

Food & beverage

14.4 % 14.7 %

Room

58.2 % 59.9 %

Online

32.7 % 59.0 %

Online reimbursements

0.0 % 0.0 %

Other

64.6 % 65.0 %

Gaming

Gaming revenues are comprised primarily of the net win from our slot machine operations and to a lesser extent from table games win. The increase in gaming revenues of $11.8 million, or 1.8%, during the three months ended March 31, 2026, compared to the prior year comparable period, was primarily due to increases in slot win of 2.6% and slot handle of 1.5%.

Food & Beverage

Food & beverage revenues increased $1.6 million, or 2.2%, during the three months ended March 31, 2026, compared to the prior year comparable period, primarily due to an increase in food covers of 10.7%, offset by an 8.4% decrease in average guest check.

Room

Room revenues decreased $1.4 million, or 3.0%, during the three months ended March 31, 2026, compared to the prior year comparable period, primarily due to a decline in average daily rate of 2.6% offset by a 1.9% increase in hotel occupancy rate.

Online

Online revenues decreased $13.7 million during the three months ended March 31, 2026, compared to the prior year comparable period, driven by a $15.1 million decrease in revenue from market access agreements primarily due to the termination of certain agreements starting in the third quarter of 2025 in connection with the FanDuel Equity Sale and in some instances, entry into new agreements at lower rates than those terminated. Online margins for the three months ended March 31, 2026, decreased to 32.7% from 59.0% for the prior year comparable period, 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.

Online reimbursements

Online reimbursements revenues increased $5.8 million during the three months ended March 31, 2026, as compared to the prior year comparable period, and represent an increase in reimbursements of gaming taxes and other expenses paid on behalf of our online partners.

Management fee

Management fee revenues during the three months ended March 31, 2026 and 2025 of $26.2 million and $25.1 million, respectively, relate to our management agreement with Wilton Rancheria to manage the Sky River Casino in northern California.

Other

Other revenues relate to patronage visits at the other amenities at our properties, including entertainment and nightclub revenues, retail sales, theater tickets and other venues. Other revenues increased $0.6 million, or 1.7%, during the three months ended March 31, 2026, respectively, as compared to the corresponding periods of the prior year.

Revenues and Adjusted EBITDAR by Reportable Segment

We determine profitability based on 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 writedowns expense, impairment 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 ("Adjusted EBITDAR"). Reportable Segment Adjusted EBITDAR is the aggregate sum of the Adjusted EBITDAR for each of the gaming entertainment properties included in our Las Vegas Locals, Downtown Las Vegas and Midwest & South segments and our Online segment. Results for Downtown Las Vegas include the results of our travel agency located in Hawaii. Results for our nonreportable operating segments, including Lattner and our Sky River Casino management fees, are aggregated in the Managed & Other category. Corporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other expenses that are not directly related to our casino, hotel and online operations. Furthermore, for purposes of this presentation, corporate expense excludes its portion of share-based compensation expense.

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

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

Three Months Ended

March 31,

(In millions)

2026

2025

Total revenues

Las Vegas Locals

$ 217.1 $ 222.8

Downtown Las Vegas

54.9 57.3

Midwest & South

525.1 504.6

Online

161.7 169.6

Managed & Other

38.6 37.3

Total revenues

$ 997.4 $ 991.6

Adjusted EBITDAR (1)

Las Vegas Locals

$ 100.0 $ 106.6

Downtown Las Vegas

18.9 20.9

Midwest & South

192.6 183.2

Online

8.4 23.3

Managed & Other

28.4 27.3

Corporate expense

(30.9 ) (23.8 )

Adjusted EBITDAR

$ 317.4 $ 337.5

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

Las Vegas Locals
Total revenues decreased by $5.7 million, or 2.6% , during the three months ended March 31, 2026 , as compared to the prior year comparable period. Gaming revenues declined $2.7 million over the prior year comparable period, primarily due to decreases in table game hold of 9.9% and table game drop of 3.3%. Room revenues declined $2.6 million over the prior year comparable period, primarily due to declines in average daily rate and hotel occupancy rate of 6.7% and 3.8%, respectively. The current year quarter was impacted overall by continued softness in destination business that began in the third quarter of 2025 and construction disruption at Suncoast from our casino modernization project at the property as renovation work moved to the most popular part of our casino floor.

Adjusted EBITDAR decreased by $6.6 million, or 6.2%, during the three months ended March 31, 2026, as compared to the prior year comparable period, due primarily to the revenue decline, as discussed above.

Downtown Las Vegas

Total revenues decreased by $2.3 million, or 4.1%, during the three months ended March 31, 2026, as compared to the prior year comparable period, primarily driven by a $2.4 million decrease in gaming revenues as the segment experienced declines in slot win of 5.2% and slot handle of 4.5%. We continue to tailor our marketing programs in the Downtown Las Vegas segment to focus on the Hawaiian market. The Hawaiian market represented approximately 57% and 52% of our occupied rooms in this segment during the three months ended March 31, 2026 and 2025, respectively, with total Hawaiian room nights consistent year over year.

Adjusted EBITDAR decreased by $2.0 million, or 9.7% , during the three months ended March 31, 2026 , as compared to the prior year comparable period, due primarily to the gaming revenues decline, as discussed above.

Midwest & South

Total revenues increased by $20.5 million, or 4.1%, during the three months ended March 31, 2026, as compared to the corresponding period of the prior year, reflecting increases in all revenue categories. Gaming revenues increased $16.8 million, which was attributable to increases in slot win of 4.2% and slot handle of 4.0% over the prior year comparable period.

Adjusted EBITDAR increased by $9.4 million, or 5.1%, during the three months ended March 31, 2026, as compared to the corresponding prior year period, due primarily to the gaming revenues increase, as discussed above.

Online

Online segment revenues decreased $7.9 million during the three months ended March 31, 2026, compared to the prior year comparable period, primarily driven by a $15.1 million decrease in revenue from market access agreements primarily due to the termination of certain agreements and entry into certain new agreements, as discussed above. Offsetting this decrease is a $5.8 million increase in reimbursements of gaming taxes and other expenses paid on behalf of our online partners and a $1.4 million increase in revenue from Boyd Interactive's operations.

Adjusted EBITDAR decreased $15.0 million during the three months ended March 31, 2026 , as compared to the corresponding period of the prior year, and was driven by the $15.1 million reduction in revenue from market access agreements as there are minimal costs related to such agreements.
Managed & Other
During the three months ended March 31, 2026 , total revenues increased by $1.2 million , and Adjusted EBITDAR increased by $1.1 million , as compared to the corresponding period of the prior year, primarily due to a $1.1 million increase in Sky River Casino management fees for the three months ended March 31, 2026 , as compared to the corresponding prior year period.
Other Operating Costs and Expenses

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

Three Months Ended

March 31,

(In millions)

2026

2025

Selling, general and administrative

$ 110.0 $ 107.8

Master lease rent expense

28.6 28.2

Maintenance and utilities

35.7 36.7

Depreciation and amortization

95.0 68.2

Corporate expense

36.8 30.0

Project development, preopening and writedowns

20.3 (1.5 )

Impairment of assets

- 32.3

Other operating items, net

1.8 2.7

Selling, General and Administrative

Selling, general and administrative expens es, as a percentage of revenues, remained consistent at 11.0% and 10.9% during the three months ended March 31, 2026 and 2025, respectively. We continue to focus on our disciplined operating model and targeted marketing approach.
Master Lease Rent Expense
Master lease rent expense represents rent expense incurred by four of our properties which are subject to two master lease agreements with a real estate investment trust. Master lease rent expense remained generally flat period over period at $28.6 million and $28.2 million during the three months ended March 31, 2026 and 2025, respectively.
Maintenance and Utilities
Maintenance and utilities expenses, as a percentage of re venues, remained generally consistent at 3.6% and 3.7% during the three months ended March 31, 2026 and 2025, respectively.
Depreciation and Amortization
Depreciation and amortization expenses were $95.0 million and $68.2 million during the three months ended March 31, 2026 and 2025 , respectively. The increase for the three months ended March 31, 2026 as compared to the prior year, is primarily attributable to completion of our meeting and convention space in the third quarter of 2025, opening of the transitional casino in Norfolk, Virginia in November 2025, investments in technology throughout 2025 and hotel room renovations at multiple properties during 2025 and into the first quarter of 2026.
Corporate Expense
Corporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other expenses that are not directly related to our casino, hotel and online operations, in addition to the corporate portion of share-based compensation expense. Corporate expense was 3.7% and 3.0% of revenues during the three months ended March 31, 2026 and 2025 , respectively . The growth in corporate expense was driven primarily by the timing of charitable donations and one-time compensation costs for the three months ended March 31, 2026, as compared to the prior year period.
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) realized losses arising from asset dispositions and asset disposal costs; and (iv) realized gains arising from asset dispositions. Such costs are generally nonrecurring in nature and vary from period to period as the volume of underlying activities fluctuates. During the three months ended March 31, 2026 , project development, preopening and writedowns included $18.2 million of costs incurred related to demolition and asset writedowns and $2.0 million in preopening costs. During the three months ended March 31, 2025 , project development, preopening and writedowns were favorably impacted from $2.5 million in insurance proceeds related to an asset disposition and offset by $0.9 million related to preopening costs.
Impairment of Assets

During the three months ended March 31, 2026, there were no asset impairment charges incurred. During the three months ended March 31, 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.

Other Operating Items, net

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

Other Expense (Income)

Interest Expense, net

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

Three Months Ended

March 31,

(In millions)

2026

2025

Interest expense, net of capitalized interest and interest income

$ 26.6 $ 47.6

Average long-term debt balance (1)

2,217.6 3,393.1

Weighted average interest rates

4.8 % 5.4 %

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

Interest expense, net of capitalized interest and interest income, for the three months ended March 31, 2026, decreased $21.0 million, or 44.2%, from the prior year comparable period and is primarily driven by a decrease in the weighted average debt balance of $1.2 billion 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 by the retirement of $1,680.9 million of then outstanding debt under the Prior Credit Facility with the proceeds from the FanDuel Equity Sale in the third quarter of 2025, as discussed above.

Early Extinguishments and Modifications of Debt

In accordance with authoritative accounting guidance for debt extinguishments and debt modifications, we accounted for the retirement of the Prior Credit Facility as a modification 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 and $3.3 million of unamortized deferred finance charges related to the Prior Credit Agreement were added to the $15.1 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 did not continue to participate under the Credit Agreement is included in loss on early extinguishments and modifications of debt for the three months ended March 31, 2026. There was no loss on early extinguishments and modifications of debt for the three months ended March 31, 2025. See "Liquidity and Capital Resources - Indebtedness" for further discussion and definitions for Prior Credit Facility, Prior Credit Agreement, Revolving Credit Facility and Credit Agreement.

Income Taxes

The effective tax rates during the three months ended March 31, 2026 and 2025 were 23.9% and 27.1%, respectively. Our tax rate for the three months ended March 31, 2026, was unfavorably impacted by state taxes, nondeductible compensation and company provided benefits, which were partially offset by excess tax benefitsrelated to equity compensation and tax credits. Our tax rate for the three months ended March 31, 2025, was unfavorably impacted by state taxes, nondeductible compensation, including a one-time discrete charge which was partially offset by excess tax benefits related to equity compensation and tax credits.

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. Certain provisions of the OBBBA such as the modification of limitation on business interest expense, 100% bonus depreciation and disallowance of business-related meals were included in our operating results for the three months ended March 31, 2026. Overall, these changes did not have a significant impact to our effective tax rate.

LIQUIDITY AND CAPITAL RESOURCES

Financial Position

We generally operate with minimal or negative levels of working capital in order to minimize borrowings and related interest costs. At March 31, 2026 and December 31, 2025, we had cash and cash equivalents of $372.7 million and $353.4 million, respectively. In addition, we held restricted cash balances of $5.6 million and $5.4 million at March 31, 2026 and December 31, 2025, respectively. Our working capital deficit at March 31, 2026 and December 31, 2025, was $353.0 million and $448.5 million, respectively. The decrease in our working capital deficit from December 31, 2025 to March 31, 2026 is driven by the payment of a portion of transferable federal energy tax credits purchased in 2025, as discussed in Note 1, Summary of Significant Accounting Policies.

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

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

Cash Flows Summary

Three Months Ended

March 31,

(In millions)

2026

2025

Net cash provided by operating activities

$ 134.3 $ 256.4

Cash flows from investing activities

Capital expenditures

(155.2 ) (169.9 )

Advances made under note receivable

- (31.8 )

Cash paid for asset acquisitions

- (41.4 )

Other investing activities

(1.0 ) (7.3 )

Net cash used in investing activities

(156.2 ) (250.4 )

Cash flows from financing activities

Net borrowings under credit facilities

225.0 338.1

Debt financing costs

(0.8 ) -

Share-based compensation activities

(14.0 ) (6.0 )

Shares repurchased and retired

(155.0 ) (328.0 )

Dividends paid

(13.8 ) (14.7 )

Net cash provided by (used in) financing activities

41.4 (10.6 )

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

- -

Increase (decrease) in cash, cash equivalents and restricted cash

$ 19.5 $ (4.6 )

Cash Flows from Operating Activities

During the three months ended March 31, 2026 and 2025, we generated operating cash flows of $134.3 million and $256.4 million, respectively. The decline is primarily attributable to a $73.8 million payment for transferable federal energy tax credits in the first quarter of 2026. In addition to the transferable federal energy tax credit payment, cash from operating assets and liabilities changes decreased by $47.9 million. This decrease is driven by the timing of payments received from market access fees and online tax reimbursements and a $30.0 million contingent obligation not paid as of March 31, 2025, that favorably impacted operating cash flows in the prior year period.

Cash Flows from Investing Activities

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

During the three months ended March 31, 2026, we had net cash outflows used in investing activities of $156.2 million comprised primarily of capital expenditures of $155.2 million, which related to our casino developments in Norfolk, Virginia and new Cadence Crossing casino, guestroom renovations, primarily at the Orleans, Suncoast casino modernization, slot machines, IT equipment and building projects at various properties. During the three months ended March 31, 2025, we incurred net cash outflows for investing activities of $250.4 million comprised of: (i) capital expenditures of $169.9 million, primarily related to our various guest room remodels, meeting and convention space at Ameristar St. Charles, slot machines, land, IT equipment and building projects at various properties; (ii) cash paid for asset acquisitions of $41.4 million; and (iii) advances made under a note receivable of $31.8 million.

Cash Flows from Financing Activities

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

The net cash inflows from financing activities during the three months ended March 31, 2026 are primarily driven by the net borrowings on the Credit Facility of $225.0 million. In the first quarter of 2026, the Company entered into an Amended and Restated Credit Agreement, of which the Company borrowed $400.0 million under the Term A Loan Facility. In addition, during the first quarter of 2026 the Company repaid amounts outstanding under the Prior Credit Facility and debt financing costs. See 'Indebtedness' below for further discussion. This net borrowing is offset by share repurchase activity and dividends paid. The net cash outflows from financing activities during the three months ended March 31, 2025, was primarily driven by share repurchases and dividends paid. During the first quarter of 2025, we increased borrowings under the Prior Credit Facility as we increased our share repurchase activity for the quarter, resulting in net borrowings under the Prior Credit Facility of $338.1 million driven by $328.0 million in share repurchases.

Indebtedness

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

March 31, December 31, Increase

(In millions)

2026

2025

(Decrease)

Credit facility

$ 400.0 $ - $ 400.0

Prior 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 -

Long-term debt, net

$ 2,300.0 $ 2,060.7 $ 239.3

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 the fifth 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 due 2027 ("4.750% Senior Notes due 2027") have not been refinanced with a maturity date that is 91 days after the Maturity Date. The Company may use availability under the Revolving Credit Facility and the Term A Loan Facility to refinance the 4.750% Senior Notes due 2027 to satisfy the 4.750% Senior Notes due 2027 refinance requirements prior to the Springing Maturity Date and upon doing so, the Springing Maturity Date is no longer applicable and the Credit Facility maturity reverts to the Maturity Date. Term A Loans are available to be drawn until July 1, 2027 in up to a maximum of four 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 March 31, 2026, the Company has made one borrowing totaling $400.0 million under the Term A Loan Facility. Proceeds from the Credit Agreement 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 and may be used for working capital and other general corporate purposes.

Amounts Outstanding

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

March 31,

December 31,

(In millions)

2026

2025

Revolving Credit Facility

$ - $ 135.0

Term A Loans

400.0 -

Swing Loan

- 25.7

Total outstanding principal amounts

$ 400.0 $ 160.7

With a total revolving credit commitment of $1,450.0 million available under the Revolving Credit Facility, no borrowings outstanding on the Swing Loan, and $14.2 million allocated to support various letters of credit, there was a remaining contractual availability under the Revolving Credit Facility of $1,435.8 million as of March 31, 2026. In addition, with only $400.0 million drawn on the Term A Loan Facility, the Company had $800.0 million of availability under the Term A Loan Facility as of March 31, 2026, and together with the Revolving Credit Facility, there was remaining contractual availability under the Credit Facility of $2,235.8 million as of March 31, 2026.

The blended interest rate for outstanding borrowings at March 31, 2026 under the Credit Facility was 5.1% and at December 31, 2025 under the Prior Credit Facility was 5.3%.

Debt Service Requirements

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 the first 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. Additionally, under the Credit Facility, we have monthly to quarterly interest payment obligations, depending on the rates we lock in, for the Term A Loans, unused line interest payments and any outstanding borrowings under the Revolving Credit Facility, including the Swing Loan. Debt service requirements under our current outstanding senior notes consist of semi-annual interest payments (based upon a fixed annual interest rate of 4.750%) and principal repayments of our 4.750% Senior Notes due 2027 and our $900.0 million aggregate principal amount of 4.750% Senior Notes due 2031 ("4.750% Senior Notes due 2031").

Covenant Compliance

As of March 31, 2026, we were in compliance with the financial covenants of our debt instruments.

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

Guarantor Financial Information

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

March 31,

December 31,

(In millions)

2026

2025

Current assets

$ 481.5 $ 487.8

Noncurrent assets

12,760.9 12,868.1

Current liabilities

813.3 910.6

Noncurrent liabilities

3,203.1 2,994.9

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

Three Months Ended

(In millions)

March 31, 2026

Revenues

$ 964.0

Operating income

315.9

Income before income taxes

290.1

Net income

257.9

Share Repurchase Program

On October 21, 2021, our Board of Directors authorized a share repurchase program of $300.0 million (the "Share Repurchase Program"). In addition, our Board of Directors authorized increases to the Share Repurchase Program of $500.0 million on each of June 1, 2022, May 4, 2023, May 9, 2024, December 5, 2024, July 17, 2025 and April 8, 2026. As of March 31, 2026 and prior to the additional authorization on April 8, 2026, we were authorized to repurchase up to an additional $207.1 million in shares of our common stock under the Share Repurchase Program. We repurchased 1.8 million shares and 4.5 million shares during the three months ended March 31, 2026 and 2025, respectively.

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

We have in the past, and may in the future, acquire our debt or equity securities, through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine.

Quarterly Dividend Program

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

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

Declaration date

Record date

Payment date

Amount per share

December 5, 2024

December 16, 2024

January 15, 2025

0.17

February 20, 2025

March 17, 2025

April 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

Other Items Affecting Liquidity

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

Commitments

Capital Spending and Development

We currently estimate that our annual cash capital requirements to perform ongoing refurbishment and maintenance at our properties is approximately $250 million. In addition, we expect to spend an additional $75 million in 2026 for hotel renovation projects, primarily at the Orleans. We intend to fund our capital expenditures through cash on hand, our Credit Facility and operating cash flows.

In addition to the maintenance capital spending discussed above, we continue to pursue other potential development projects that may require us to invest significant amounts of capital. In 2026, we expect to spend an additional $50 million in growth projects, which includes completion of Cadence Crossing, which opened on March 25, 2026 and the design and pre-construction activities for the expansion, modernization and transformation of Par-A-Dice into a single-level entertainment facility, as approved by the regulators during the first quarter of 2026.

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 $300 million on this project in 2026.

During the three months ended March 31, 2026, the Company spent approximately $155 million of the total estimated $650 million to $700 million of capital spend expected in 2026.

Other Opportunities

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

the outcome of gaming license selection processes;

the approval of gaming in jurisdictions where we have been active but where casino or online gaming is not currently permitted;

identification of additional suitable investment opportunities in current gaming jurisdictions; and

availability of acceptable financing.

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

On April 1, 2026, the Company acquired Design Works Studios, LLC ("DWS"), an online game content development company. DWS was acquired to support the Company's Boyd Interactive operations for approximately $53.4 million, inclusive of $5.0 million of contingent consideration and subject to customary working capital adjustments within 90 days of the acquisition date.

Contingencies

Legal Matters

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

Off Balance Sheet Arrangements

There have been no material changes to our off balance sheet arrangements described under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 20, 2026.

Critical Accounting Estimates

There have been no material changes to our critical accounting policies described under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 20, 2026.

Recently Issued Accounting Pronouncements

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

Important Information Regarding Forward-Looking Statements

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

the general effect and expectation of the national and global economy on our business, including but not limited to interest rates and inflationary pressures, as well as the economies where each of our properties are located;
our business model, areas of focus and strategy for driving business results;
our ability to maintain the integrity of our information technology systems and to protect our internal information;
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.

Additional factors that could cause actual results to differ are discussed in Part I. Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025, and in other current and periodic reports filed from time to time with the SEC. All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement.

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Boyd Gaming Corporation published this content on April 30, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 30, 2026 at 22:31 UTC.