Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________________
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 1-12882
___________________________________________________
BOYD GAMING CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
88-0242733
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
6465 South Rainbow Boulevard, Las Vegas, NV 89118
(Address of principal executive offices) (Zip Code)
(702) 792-7200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $0.01 par value
BYD
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
The number of shares outstanding of the registrant’s common stock as of October 23, 2026 was 70,666,413.
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED September 30, 2026
TABLE OF CONTENTS
Page
No.
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited)
4
Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025
5
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2026 and 2025
6
Condensed Consolidated Statements of Changes in Stockholders' Equity for each of the quarters within the nine months ended September 30, 2026 and 2025
7
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025
9
Notes to Condensed Consolidated Financial Statements
10
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
52
Item 4.
Controls and Procedures
PART II. OTHER INFORMATION
Legal Proceedings
53
Item 1A.
Risk Factors
Item 6.
Exhibits
54
Signature Page
55
PART I. Financial Information
Item 1. Financial Statements (Unaudited)
BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
September 30,
December 31,
(In thousands, except share data)
2026
2025
ASSETS
Current assets
Cash and cash equivalents ($7,055 and $5,557 assets related to VIE)
$
297,182
353,413
Restricted cash
6,882
5,354
Accounts receivable, net ($127 and $141 assets related to VIE)
86,481
84,352
Inventories ($0 and $6 assets related to VIE)
19,129
20,189
Prepaid expenses and other current assets ($24 and $0 assets related to VIE)
59,344
45,483
Income taxes receivable
—
21,937
Total current assets
469,018
530,728
Property and equipment, net
3,029,361
2,871,384
Operating lease right-of-use assets ($2,623 and $2,809 assets related to VIE)
599,191
646,146
Other assets, net
89,820
93,464
Intangible assets, net ($98,754 and $98,754 assets related to VIE)
1,485,222
1,474,991
Goodwill, net
990,060
957,977
Total assets
6,662,672
6,574,690
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable ($204 and $255 liabilities related to VIE)
144,382
151,292
Current maturities of long-term debt
800,900
Accrued liabilities ($1,991 and $1,932 liabilities related to VIE)
467,744
827,927
Income taxes payable
18,739
Total current liabilities
1,431,765
979,219
Long-term debt, net of current maturities and debt issuance costs
1,874,206
2,045,569
Operating lease liabilities, net of current portion ($1,192 and $1,388 liabilities related to VIE)
492,133
554,252
Deferred income taxes
357,949
323,473
Other liabilities
61,153
64,295
Commitments and contingencies (Note 6)
Stockholders' equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized
Common stock, $0.01 par value, 200,000,000 shares authorized; 71,229,681 and 76,368,491 shares outstanding
712
764
Additional paid-in capital
Retained earnings
2,451,542
2,609,285
Accumulated other comprehensive loss
(2,268
)
(1,550
Boyd Gaming Corporation stockholders' equity
2,449,986
2,608,499
Noncontrolling interest
(4,520
(617
Total stockholders' equity
2,445,466
2,607,882
Total liabilities and stockholders' equity
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended
Nine Months Ended
(In thousands, except per share data)
Revenues
Gaming
655,026
657,371
1,988,816
1,967,519
Food & beverage
73,744
75,570
227,216
227,895
Room
43,109
45,244
139,469
144,085
Online
33,240
26,893
91,313
106,000
Online reimbursements
121,226
138,704
383,030
402,221
Management fee
27,581
23,697
82,283
72,618
Other
36,529
36,882
110,069
109,586
Total revenues
990,455
1,004,361
3,022,196
3,029,924
Operating costs and expenses
262,638
259,660
785,117
765,337
65,635
67,468
197,530
196,438
19,714
19,486
58,687
57,975
22,044
17,784
60,706
50,392
12,519
13,076
38,191
38,016
Selling, general and administrative
105,370
104,005
326,237
321,916
Master lease rent expense
28,993
28,584
86,433
85,186
Maintenance and utilities
41,078
40,472
115,336
114,519
Depreciation and amortization
91,267
73,749
277,357
211,957
Corporate expense
29,386
30,622
99,413
95,938
Project development, preopening and writedowns
(5,356
3,972
30,268
5,214
Impairment of assets
65,123
97,395
Other operating items, net
1,039
1,892
4,299
5,399
Total operating costs and expenses
795,553
864,597
2,462,604
2,447,903
Operating income
194,902
139,764
559,592
582,021
Other expense (income)
Interest income
(1,261
(1,501
(4,408
(3,572
Interest expense, net of amounts capitalized
33,785
33,262
93,659
132,268
Loss on early extinguishments and modifications of debt
1,446
391
Other, net
89
(1,735,479
93
(1,735,420
Total other expense (income), net
32,613
(1,702,272
89,735
(1,605,278
Income before income taxes
162,289
1,842,036
469,857
2,187,299
Income tax provision
(38,699
(403,200
(112,051
(487,227
Net income
123,590
1,438,836
357,806
1,700,072
Net loss attributable to noncontrolling interest
1,343
1,157
3,903
2,798
Net income attributable to Boyd Gaming
124,933
1,439,993
361,709
1,702,870
Basic net income per common share
1.71
17.81
4.83
20.58
Weighted average basic shares outstanding
73,048
80,860
74,864
82,740
Diluted net income per common share
Weighted average diluted shares outstanding
80,875
74,867
82,756
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In thousands)
Other comprehensive income (loss), net of tax:
Fair value adjustments to available-for-sale securities
(139
292
(251
492
Foreign currency translation adjustments
58
(125
(467
139
Comprehensive income
123,509
1,439,003
357,088
1,700,703
Amounts attributable to noncontrolling interest:
Comprehensive loss attributable to noncontrolling interest
Comprehensive income attributable to Boyd Gaming
124,852
1,440,160
360,991
1,703,501
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
Boyd Gaming Corporation Stockholders' Equity
Accumulated
Additional
Common Stock
Paid-in
Retained
Comprehensive
Noncontrolling
Shares
Amount
Capital
Earnings
Income (Loss)
Interest
Total
Balances, January 1, 2026
76,368,491
Net income (loss)
105,542
(1,249
104,293
118
(249
Stock options exercised
23,924
425
Release of restricted stock units, net of tax
179,162
2
(207
(8,804
(9,009
Release of performance stock units, net of tax
108,477
1
(38
(5,347
(5,384
Shares repurchased and retired
(1,847,047
(19
(7,878
(148,285
(156,182
Dividends declared ($0.20 per share)
(15,035
Share-based compensation costs
7,698
Balances, March 31, 2026
74,833,007
748
2,537,356
(1,681
(1,866
2,534,557
131,234
(1,311
129,923
(230
(276
124,089
(3,024
(3,112
(6,135
23,476
(1,344
(1,866,253
(18
(8,449
(148,904
(157,371
(14,597
12,817
Balances, June 30, 2026
73,114,319
731
2,501,977
(2,187
(3,177
2,497,344
(1,343
74,724
(2,277
(3,619
16,043
(676
(27
(703
(1,975,405
(20
(6,624
(158,832
(165,476
(14,232
8,643
Balances, September 30, 2026
71,229,681
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) — (Continued)
Balances, January 1, 2025
86,184,155
862
1,583,053
(2,402
1,581,513
111,419
(537
110,882
411
15
7,477
44,277
(1,209
(397
(1,606
99,124
(222
(4,273
(4,494
(4,453,045
(44
(6,313
(324,748
(331,105
Dividends declared ($0.18 per share)
(14,745
7,605
Transaction with noncontrolling interest
3,754
Balances, March 31, 2025
81,881,988
819
1,350,309
(1,976
3,217
1,352,369
151,458
(1,104
150,354
(211
249
146,363
(8
(35
(41
824
(1,480,106
(16
(13,384
(92,547
(105,947
(14,534
13,392
Balances, June 30, 2025
80,549,069
805
1,394,651
(1,938
2,113
1,395,631
(1,157
454
(7
(23
(1,903,611
(8,518
(153,067
(161,604
(14,228
8,534
Balances, September 30, 2025
78,645,912
786
2,667,342
(1,771
956
2,667,313
8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Cash Flows from Operating Activities
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of debt financing costs and discounts on debt
5,291
5,496
Non-cash operating lease expense
76,762
68,853
Share-based compensation expense
29,158
29,531
29,388
9,774
Non-cash interest income
(2,629
(2,146
Non-cash impairment of assets
Gain on sale of investment
(1,748,000
Gain on sale of assets, net
(20,913
Other operating activities
21,384
(2,300
Changes in operating assets and liabilities, excluding the impact of acquisitions:
Accounts receivable, net
3,434
50,116
Inventories
605
307
Prepaid expenses and other current assets
(13,076
(10,363
Income taxes payable, net
40,518
377,091
(316
1,401
Accounts payable and accrued liabilities
(411,577
(18,596
Operating lease liabilities
(76,762
(68,853
(3,415
(1,787
Net cash provided by operating activities
313,406
701,394
Cash Flows from Investing Activities
Capital expenditures
(456,019
(439,889
Advances made under note receivable
(31,780
Proceeds from sale of investment
1,758,000
Proceeds from sale of assets, net of cash transferred
56,758
Cash paid for acquisitions, net of cash received
(46,844
Cash paid for gaming license right
(41,761
Other investing activities
(1,594
(9,270
Net cash (used in) provided by investing activities
(447,699
1,235,300
Cash Flows from Financing Activities
Borrowings under credit facilities
1,795,425
1,577,300
Payments under credit facilities
(1,169,500
(2,868,300
Debt financing costs
(2,070
Share-based compensation activities
(25,769
(6,025
(474,999
(593,004
Dividends paid
(43,399
(43,944
Other financing activities
(6
Net cash provided by (used in) financing activities
79,688
(1,933,979
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash
(98
(113
Change in cash, cash equivalents and restricted cash
(54,703
2,602
Cash, cash equivalents and restricted cash, beginning of period
358,767
321,364
Cash, cash equivalents and restricted cash, end of period
304,064
323,966
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, net of amounts capitalized
87,081
126,338
Cash paid for income taxes
52,121
101,592
Supplemental Schedule of Non-cash Investing and Financing Activities
Payables incurred for capital expenditures
69,129
45,149
Dividends declared not yet paid
14,232
14,228
Assets acquired in exchange for contingent consideration
5,000
38,239
Derecognition of right-of-use operating lease asset
36,883
Derecognition of lease liability
(36,883
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
as of September 30, 2026 and December 31, 2025 and for the three and nine months ended September 30, 2026 and 2025
______________________________________________________________________________________________________
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Boyd Gaming Corporation (and together with its subsidiaries, the "Company," "Boyd," "Boyd Gaming," "we" or "us") was incorporated in the state of Nevada in 1988 and has been operating since 1975. The Company's common stock is traded on the New York Stock Exchange under the symbol "BYD".
We are a geographically diversified operator of 26 brick-and-mortar gaming entertainment properties ("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 ("B2B") and business-to-consumer ("B2C") online gaming business. We also manage the Sky River Casino located in California under a management agreement with Wilton Rancheria.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all information and footnote disclosures necessary for complete financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"). These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K 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 are not necessarily indicative of the results that would be achieved during a full year of operations or in future periods.
Consolidation of Subsidiaries and Variable Interest Entities
The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. In addition, we consolidate variable interest entities ("VIEs") for which we or one of our consolidated subsidiaries is the primary beneficiary. Investments in unconsolidated affiliates, which are 50% or less owned and where we have significant influence and do not meet the controlling financial interest consolidation criteria of the authoritative accounting guidance for voting interest or VIEs, are accounted for under the equity method.
We consider ourselves the primary beneficiary of a VIE when we have both the power to direct the activities that most significantly affect the economic performance of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. We review investments for VIE consideration if a reconsideration event occurs to determine if the investment qualifies, or continues to qualify, as a VIE.
All intercompany accounts and transactions have been eliminated in consolidation.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
Acquisition
The Company follows the acquisition method of accounting pursuant to Financial Accounting Standards Board ("FASB") ASC Topic 805. In accordance with ASC 805, purchase consideration is allocated to the assets acquired and liabilities assumed based on their fair values as determined by management, with assistance from third-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 within one 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 on third parties for game content for our platform. The purchase price allocation resulted in the recognition of $32.1 million of goodwill, $12.2 million of B2B relationships and $9.7 million of developed technology, along with other miscellaneous operating assets and liabilities resulting in $0.7 million of net liabilities. The B2B relationships and developed technology are amortizing intangible assets included in intangible assets, net within our condensed consolidated balance sheet as of September 30, 2026 and have been assigned useful lives of six and five years, respectively. The acquired company is aggregated into, and the recognized goodwill is assigned to, our Online segment (see Note 9, Segment Information).
The pro-forma revenue and earnings from the acquisition, assuming all impacts as if it had been completed on January 1, 2026, are not material through September 30, 2026.
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments, which include cash on hand and in banks, interest-bearing deposits and money market funds with maturities of three months or less at their date of purchase. The instruments are not restricted as to withdrawal or use and are on deposit with high credit quality financial institutions. Although these balances may at times exceed the federal insured deposit limit, we believe such risk is mitigated by the quality of the institution holding such deposit. The carrying values of these instruments approximate their fair values 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 of 90 days or less. These restricted cash balances are held by high credit quality financial institutions. The carrying values of these instruments approximate their fair values 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.
2024
Cash and cash equivalents
319,067
316,688
4,899
4,676
Total cash, cash equivalents and restricted cash
11
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 or modification date, as applicable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For our operating leases for which the rate implicit in the lease is not readily determinable, we generally use an incremental borrowing rate based on information available at the commencement or modification 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 lease right-of-use ("ROU") assets and finance lease assets are recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. Lease and non-lease components are accounted for separately.
Revenue Recognition
The Company’s revenue contracts with customers consist of gaming wagers (including both those made at our gaming entertainment properties and online B2C wagers), hotel room sales, food & beverage offerings and other amenity transactions. See Online Market Access Agreements below for further discussion of revenues earned under our market access agreements. The transaction price for a gaming wagering contract is the difference between gaming wins and losses, not the total amount wagered. Cash discounts, commissions and other cash incentives to customers related to gaming play are recorded as a reduction of gaming revenues. The transaction price for hotel, food & beverage and other contracts is the net amount collected from the customer for such goods and services. Hotel, food & beverage and other services have been determined to be separate, stand-alone performance obligations and the transaction price for such contracts is recorded as revenue as the good or service is transferred to the customer over their stay at the hotel, when the delivery is made for the food & beverage or when the service is provided for other amenity transactions.
We have established a player loyalty point program to encourage repeat business from frequent and active slot machine customers and other patrons. Members earn points based on gaming activity and such points can be redeemed for complimentary slot play, food & beverage, hotel rooms and other free goods and services.
Gaming wager contracts involve two performance obligations for those customers earning points under the Company’s player loyalty program and a single performance obligation for customers who do not participate in the program. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with the loyalty points earned, the Company allocates an amount to the player loyalty contract liability based on the stand-alone selling price of the points earned, which is determined by the value of a point that can be redeemed for a hotel room stay, food & beverage or other amenities. Sales and usage-based taxes are excluded from revenues. An amount is allocated to the gaming wager performance obligation using the residual approach as the stand-alone price for wagers is highly variable and no set established price exists for such wagers. The allocated revenue for gaming wagers, excluding race and sports wagers, is recognized when the wagers occur as all such wagers settle immediately. The allocated revenue for race and sports wagers is recognized when the specific event or game occurs. The player loyalty contract liability amount is deferred and recognized as revenue when the customer redeems the points for a hotel room stay, food & beverage or other amenities and such goods or services are delivered to the customer. See Note 4, Accrued Liabilities, for the balance outstanding related to the player loyalty program.
12
The Company collects advance deposits from hotel customers for future hotel reservations and other future events such as banquets and ticketed events. These advance deposits represent obligations of the Company until the hotel room stay is provided to the customer or the banquet or ticketed event occurs. See Note 4, Accrued Liabilities, for the balance outstanding related to advance deposits.
The Company's outstanding chip liability represents the amounts owed in exchange for gaming chips held by a customer. Outstanding chips are expected to be recognized as revenue or redeemed for cash within one year of being purchased. See Note 4, Accrued Liabilities, for the balance related to outstanding chips.
The retail value of hotel accommodations, food & beverage, and other services furnished to guests without charge is recorded as departmental revenues. Gaming revenues are net of incentives earned in our player loyalty program and the estimated retail value of complimentary goods and services provided to customers (such as complimentary rooms and food & beverage). The estimated retail values related to goods and services provided to customers without charge or upon redemption of points under our player loyalty program, included in departmental revenues, and therefore reducing our gaming revenues, are as follows:
33,789
34,610
100,819
100,923
16,158
16,810
48,444
48,009
2,518
2,554
6,990
6,541
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 $135.2 million and $134.0 million for the three months ended September 30, 2026 and 2025, respectively, and were $407.1 million and $396.2 million for the nine months ended September 30, 2026 and 2025, respectively. Gaming taxes recorded as online expense, excluding taxes paid under online market access agreements (see Online Market Access Agreements below for further discussion), totaled $8.3 million and $6.7 million for the three months ended September 30, 2026 and 2025, respectively, and $22.8 million and $17.6 million for the nine months ended September 30, 2026 and 2025, respectively.
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 the third-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 the third-party operators. We report these gaming taxes and other expenses paid as online reimbursements expense and the reimbursements we receive as online reimbursements revenue.
Other, Net
In the third quarter of 2025, the Company sold its five percent equity interest in FanDuel Group Parent, LLC for aggregate cash consideration of $1,758.0 million. The resulting gain on sale of the equity interest is recorded in other, net on the condensed consolidated statement of operations for the three and nine months ended September 30, 2025.
13
Income Taxes
Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Use of the term "more likely than not" indicates the likelihood of occurrence is greater than 50%. Accordingly, the need to establish valuation allowances for deferred tax assets is continually assessed at a minimum quarterly, and as facts and circumstances change, based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of profitability and taxable income, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified.
Other Long-Term Tax Liabilities
The Company's income tax returns are subject to examination by the Internal Revenue Service ("IRS") and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes, which prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.
Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two-step approach for evaluating tax positions. Recognition occurs when the Company concludes that a tax position, based on its technical merits, is more likely than not to be sustained upon examination. Measurement is only addressed if the position is deemed to be more likely than not to be sustained. The tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement.
Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the more-likely-than-not standard. If it is subsequently determined that a previously recognized tax position no longer meets the more-likely-than-not standard, it is required that the tax position is derecognized. Accounting standards for uncertain tax positions specifically prohibit the use of a valuation allowance as a substitute for derecognition of tax positions. As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes. If applicable, accrued interest and penalties are included in other long-term tax liabilities on the condensed consolidated balance sheets.
The IRS selected our federal corporate income tax return for the tax year ended December 31, 2021, for examination. The IRS examination began in the second quarter of 2024 and was closed in the second quarter of 2025 with no significant adjustments. As of September 30, 2026, there were no changes to our unrecognized tax benefits to date.
Tax Credits
Pursuant to provisions under the Inflation Reduction Act of 2022, the Company 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 $364.2 million during the nine months ended September 30, 2026 related to transferable federal energy tax credits purchased in 2025.
Currency Translation
The Company has foreign subsidiaries related to its Boyd Interactive operations. The Company translates the financial statements of these foreign subsidiaries that are not denominated in U.S. dollars. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the period. 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) on the condensed consolidated balance sheets. Gains or losses from foreign currency transaction remeasurements are recorded in other, net on the condensed consolidated statements of operations.
14
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
ASU 2025-05, Financial Instruments - Credit Losses (Topic 326) ("Update 2025-05")
In July 2025, the FASB issued Update 2025-05 to clarify guidance related to Topic 326 for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers, and allowing for a practical expedient that assumes that current conditions as of the balance sheet do not change for the remaining life of the asset. Update 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company adopted Update 2025-05 in the first quarter 2026, and the impact of the adoption to the condensed consolidated financial statements was not 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 have not yet determined the effect, if any, that the implementation of such proposed standards would have on our condensed consolidated financial statements.
NOTE 2. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following:
Land
351,888
356,696
Buildings and improvements
3,393,861
3,365,328
Furniture and equipment
2,003,136
1,980,090
Riverboats and barges
190,350
194,292
Construction in progress
387,163
271,603
Total property and equipment
6,326,398
6,168,009
Less accumulated depreciation
(3,297,037
(3,296,625
Depreciation expense is as follows:
Depreciation expense
85,588
68,802
261,401
198,168
During the nine months ended September 30, 2025, as a result of our first quarter 2025 impairment review, the Company recorded a long-lived asset impairment charge of $32.3 million for property and equipment related to our Las Vegas Locals segment. In addition, as a result of our third quarter 2025 impairment review, the Company recorded long-lived asset impairment charges of $47.3 million for property and equipment related to our Midwest & South segment and $17.8 million for property and equipment related to our Las Vegas Locals segment. To determine the value of the long-lived assets and the resulting impairments, we utilized the income approach which focuses on the income-producing capability of the asset and the sales comparison approach which focuses on comparable sales transactions. These noncash impairment charges are recorded in impairment of assets on the condensed consolidated statement of operations. There were no impairments of our property and equipment long-lived assets during the nine months ended September 30, 2026.
NOTE 3. GOODWILL AND INTANGIBLE ASSETS, NET
Intangible assets, net consist of the following:
September 30, 2026
Weighted
Effect of
Useful Life
Gross
Foreign
Remaining
Carrying
Impairment
Currency
Intangible
(in years)
Value
Amortization
Losses
Exchange
Assets, Net
Amortizing intangibles
Customer relationships
2.9
3,300
(1,375
1,925
Host agreements
6.7
58,000
(32,222
25,778
Development agreement
21,373
(12,594
8,779
Developed technology
5.6
59,875
(18,895
(349
40,631
B2B relationships
4.0
40,200
(16,348
(57
23,795
B2C relationships
8.1
13,000
(4,243
8,757
Marketing agreement
17.9
4,500
(469
4,031
200,248
(86,146
(406
113,696
Indefinite lived intangible assets
Trademarks
Indefinite
199,900
(32,275
167,625
Gaming license rights
1,462,685
(33,960
(224,824
1,203,901
1,662,585
(257,099
1,371,526
1,862,833
(120,106
December 31, 2025
3.7
(880
2,420
7.4
(29,323
28,677
3.6
(10,304
11,069
6.4
47,361
(15,351
(80
31,930
28,000
(12,395
15,599
8.8
(3,430
9,570
18.7
(300
4,200
175,534
(71,983
(86
103,465
1,491,835
(253,974
1,691,735
(286,249
Balances, December 31, 2025
1,867,269
(105,943
16
The following table presents the future amortization expense for our amortizing intangible assets as of September 30, 2026:
Customer Relationships
Host Agreements
Development Agreement
Developed Technology
B2B Relationships
B2C Relationships
Marketing Agreement
For the year ending
2026 (excluding nine months ended September 30, 2026)
165
968
763
1,899
1,428
270
56
5,549
2027
660
3,867
3,053
8,409
5,947
1,083
225
23,244
2028
8,196
23,031
2029
440
1,910
7,504
5,329
20,358
2030
6,955
2,233
14,363
Thereafter
9,342
7,668
2,911
4,155
3,075
27,151
Total future amortization
Goodwill consists of the following:
Goodwill,
Net
Goodwill, net by Segment
Las Vegas Locals
593,567
(188,079
405,488
Downtown Las Vegas
6,997
(6,134
863
Midwest & South
636,269
(107,470
528,799
136,887
(82,000
23
54,910
Managed & Other
30,529
(30,529
1,404,249
(408,078
104,737
90
22,827
1,372,099
17
NOTE 4. ACCRUED LIABILITIES
Accrued liabilities consist of the following:
Payroll and related
83,483
75,822
18,379
17,092
75,219
72,627
Player loyalty program
16,242
20,132
Advance deposits
20,174
17,795
Outstanding chips
4,991
5,443
Dividends payable
13,767
Operating leases
120,056
111,836
114,968
493,413
Total accrued liabilities
Included in other as of December 31, 2025 is $371.3 million of 2025 transferable federal energy tax credits purchased from third parties. As of September 30, 2026, all transferable federal energy tax credits were fully paid.
NOTE 5. LONG-TERM DEBT
Long-term debt, net of current maturities and debt issuance costs, consists of the following:
Unamortized
Rates at
Origination
Outstanding
Fees and
Long-Term
Principal
Costs
Debt, Net
Credit facility
5.120
%
(16,955
783,945
4.750% senior notes due 2027
4.750
1,000,000
(2,435
997,565
4.750% senior notes due 2031
900,000
(6,404
893,596
Total long-term debt
2,700,900
(25,794
2,675,106
Less current maturities
Long-term debt, net
1,900,000
Prior credit facility
5.318
160,700
(3,820
156,880
(3,896
996,104
(7,415
892,585
2,060,700
(15,131
18
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"). 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 were reduced by an amount equal to the greater of Term A Loans previously made and $400.0 million. As of September 30, 2026, and prior to February 1, 2026, the Company has made one 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 September 30, 2026 and under the Prior Credit Agreement as of December 31, 2025 are comprised of the following:
Revolving Credit Facility
350,000
135,000
Term A Loans
400,000
Swing Loan
50,900
25,700
Total outstanding principal amounts
With a total revolving credit commitment of $1,450.0 million available under the Revolving Credit Facility, $350.0 million and $50.9 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 $1,034.9 million as of September 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 September 30, 2026, and together with the Revolving Credit Facility, there was remaining contractual availability under the Credit Facility of $1,834.9 million as of September 30, 2026.
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 retired or refinanced with a maturity date that is 91 days after the Maturity Date. As of September 30, 2026, the 4.750% Senior Notes due 2027 had not been retired or refinanced. As a result, the Credit Facility was subject to the September 1, 2027 springing maturity provision and all amounts outstanding under the Credit Facility were classified as current maturities of long-term debt in the accompanying condensed consolidated balance sheet as of September 30, 2026. The Company may refinance the 4.750% Senior Notes due 2027 to satisfy the refinancing condition. However, if needed, the Company may use borrowings under the Credit Facility to redeem the 4.750% Senior Notes due 2027 to satisfy the retirement condition. Based on the contractual availability under the Credit Facility as of September 30, 2026, the Company has the ability to retire the 4.750% Senior Notes due 2027 with amounts available under the Credit Facility and satisfy the springing maturity retirement condition. Upon refinancing the 4.750% Senior Notes due 2027 with indebtedness maturing at least 91 days after the Credit Facility’s stated Maturity Date or upon retirement of the 4.750% Senior Notes due 2027 with availability under the Credit Facility, the springing maturity provision will no longer apply and the Credit Facility’s maturity will revert to its stated Maturity Date.
19
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 or six months or such other interest period that is twelve months or less subject to the consent of all applicable lenders and the administrative agent, or (ii) a daily SOFR rate published by the Federal Reserve Bank of New York. The "base rate" under the Credit Agreement is the highest of (x) Bank of America’s publicly announced prime rate, (y) the federal funds rate published by the Federal Reserve Bank of New York plus 0.50%, or (z) the SOFR rate for a one-month interest period plus 1.00%.
Optional and Mandatory Prepayments
Pursuant to the terms of the Credit Agreement (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.
Amounts outstanding under the Credit Agreement may be prepaid without premium or penalty, and the unutilized portion of the commitments may be terminated without penalty, subject to certain conditions.
Guarantees and Collateral
The Company’s obligations under the Credit Agreement, subject to certain exceptions, are guaranteed by certain of the Company’s subsidiaries and are secured by the capital stock of certain subsidiaries. In addition, subject to certain exceptions, the Company and each of the guarantors granted the administrative agent first priority liens and security interests on substantially all of their real and personal property (other than gaming licenses and subject to certain other exceptions) as additional security for the performance of the secured obligations under the Credit Agreement.
The Credit Agreement includes an accordion feature which permits the incurrence of one or more new tranches of revolving credit commitments 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, would not cause the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement) to exceed 3.00 to 1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions.
Financial and Other Covenants
The Credit Agreement contains certain financial and other covenants, including, without limitation, various covenants (i) requiring the maintenance of a minimum consolidated interest coverage ratio on a quarterly basis, (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 to twelve-month trailing Consolidated EBITDA, as defined by the Credit Agreement. The maximum Consolidated Total Net Leverage Ratio must be no higher than 4.50 to 1.00.
20
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 $16.3 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 nine months ended September 30, 2026. During the three and nine months ended September 30, 2025, the Company incurred $1.4 million in loss on early extinguishments of debt related to the write-off of unamortized deferred finance charges associated with the full repayment of the senior secured term A loan under the Prior Credit Agreement.
Covenant Compliance
As of September 30, 2026, we were in compliance with the financial covenants of our debt instruments.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Wilton Rancheria Agreements
In 2012, the Company entered into a management agreement with Wilton Rancheria. The management agreement provides for us to manage Sky River Casino following its opening on August 15, 2022 for a period of seven years and receive a monthly management fee for our services based on the monthly performance of the gaming facility. The management fee of $27.6 million and $23.7 million for our management services for the three months ended September 30, 2026 and 2025, respectively, and $82.3 million and $72.6 million for the nine months ended September 30, 2026 and 2025, respectively, is paid monthly and recorded in management fee revenue on the condensed consolidated statements of operations.
Master Lease Agreements
The Company leases the facilities associated with the Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park gaming entertainment properties (“Master Leases”), with the initial term commencing on October 15, 2018 and ending on April 30, 2026, with options for renewal. The term of the Master Leases may be extended for five separate renewal terms of five years each. The Company exercised its right to extend the Master Leases for the first renewal term. This first renewal extends the Master Leases through April 30, 2031. The monthly lease payment during the initial term, as well as the first 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 had no assets or operations, other than the exclusive right to a gaming license for a casino development in Norfolk, Virginia. The development agreement with PITGA and GEC provides for the Company to fund and manage the development of the Norfolk Casino ("Norfolk Development Agreement"). The management agreement with PITGA and GEC provides for the Company to manage the operations of the developed Norfolk Casino ("Norfolk Management Agreement"), including both the transitional casino and the full casino resort. GEC received a gaming license from the Virginia Lottery on October 29, 2025. The transitional casino opened to the public on November 7, 2025 and the full casino resort is expected to open in November 2027, pending receipt of final regulatory approval.
21
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 therefore consolidates GEC in its 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 did not change upon exercising its exclusive option to purchase a percentage of membership interests of GEC. The Company does not have the power to direct the Tribe or PITGA’s activities, nor is it responsible for economic losses or have rights to economic benefits of the Tribe or PITGA.
The Company anticipates incurring aggregate expenditures in connection with the Norfolk Casino project of approximately $750.0 million with an estimated $275.0 million expected to be incurred in 2026.
Commitments
As of September 30, 2026, there have been no material changes to our commitments described under Note 9, Commitments and Contingencies, in our Annual Report on Form 10-K for the year ended December 31, 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, would not have a material effect on our business, financial position, results of operations or cash flows.
NOTE 7. STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS
Share Repurchase Program
On October 21, 2021, our Board of Directors authorized a share repurchase program of $300.0 million (the "Share Repurchase Program"). In addition, our Board of Directors authorized increases to the Share Repurchase Program of $500.0 million on each of June 1, 2022, May 4, 2023, May 9, 2024, December 5, 2024, July 17, 2025 and April 8, 2026. As of September 30, 2026, we had remaining authorization to repurchase up to an additional $387.1 million in shares of our common stock under the Share Repurchase Program. Under the Share Repurchase Program, the Company may repurchase shares of its common stock from time to time on the open market or in privately negotiated transactions. Repurchases of common stock may also be made under Rule 10b5-1 plans, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. We are not obligated to repurchase any shares under the Share Repurchase 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).
Shares repurchased (2)
1,975
1,904
5,689
7,837
Total cost, including brokerage fees (3)
163,945
160,007
474,999
593,004
Average repurchase price per share (4)
82.99
84.05
83.50
75.67
(1) Shares repurchased reflect repurchases settled during the three and nine months ended September 30, 2026 and 2025. These amounts exclude repurchases, if any, traded but not yet settled on or before September 30, 2026 and 2025, respectively.
(2) All shares repurchased have been retired and constitute authorized but unissued shares.
(3) Costs exclude 1% excise tax on corporate stock buybacks.
(4) Amounts in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers and excludes the 1% excise tax.
22
Dividends
The dividends declared by the Board of Directors and reflected in the periods presented are:
Declaration date
Record date
Payment date
Amount per share
December 5, 2024
December 16, 2024
January 15, 2025
0.17
February 20, 2025
March 17, 2025
April 15, 2025
0.18
May 8, 2025
June 16, 2025
July 15, 2025
August 12, 2025
September 15, 2025
October 15, 2025
December 4, 2025
December 15, 2025
January 15, 2026
February 19, 2026
March 16, 2026
April 15, 2026
0.20
May 7, 2026
June 15, 2026
July 15, 2026
August 13, 2026
September 15, 2026
October 15, 2026
Share-Based Compensation
Share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period.
The 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:
342
266
1,007
791
65
51
192
151
32
24
92
72
1,742
1,348
5,121
4,021
6,462
6,845
22,746
24,496
Total share-based compensation expense
Restricted Stock Units
Our 2020 Plan provides for the grant of Restricted Stock Units ("RSU"). A RSU is an award that may be earned in whole, or in part, upon the passage of time, and that may be settled for cash, shares, other securities or a combination thereof. The RSUs do not contain voting rights and are not entitled to dividends. The RSUs are subject to the terms and conditions contained in the applicable award agreement and the 2020 Plan. Share-based compensation costs related to RSU awards are calculated based on the market price on the date of the grant. We grant RSUs to certain members of management of the Company, which represents a contingent right to receive one share of our common stock upon vesting. Prior to the first quarter 2025 grant, a RSU generally vested on the third anniversary of its issuance date. Beginning with the first quarter 2025 grant, a RSU generally vests in annual installments of one-third of the original number of units granted with the full award fully vested on the third anniversary of its issuance date. Share-based compensation expense is amortized to expense over the requisite service period. In addition, annually we award RSUs to certain members of our Board of Directors and the shares are issued to the director when the RSU is granted. As these RSUs are issued for past service, they are expensed on the date of issuance.
Performance Shares
Our stock incentive plan provides for the issuance of Performance Share Units ("PSU") grants which may be earned, in whole or in part, upon 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 in first quarter 2023 and 2022 fully vested during the first quarter of 2026 and 2025, respectively. Common shares under the 2023 and 2022 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 Note 9, Segment Information), Adjusted EBITDAR margin and return on invested capital for the three-year performance period from January 1, 2023 to December 31, 2025 and January 1, 2022 to 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 2023 resulted in a total of 169,656 shares being issued during the first quarter of 2026, 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 the 2023 grant. The actual achievement level under the award metrics approximated the estimated performance as of the year-end 2025; therefore, the vesting of the PSUs did not impact compensation costs in our 2026 condensed consolidated statement of operations.
The PSU grant awarded in February 2022 resulted in a total of 147,970 shares being issued during the first quarter of 2025, representing approximately 1.22 shares per PSU. Of the 147,970 shares issued, a total of 55,433 were surrendered by the participants for payroll taxes, resulting in a net issuance of 92,537 shares due to the vesting of the 2022 grant. The actual achievement level under the award metrics equaled the estimated performance as of the year-end 2024; therefore, the vesting of the PSUs did not impact compensation costs in our 2025 condensed consolidated statement of operations.
Unamortized Stock Compensation Expense and Recognition Period
As of September 30, 2026, there was approximately $11.7 million, $3.4 million and $1.4 million of total unrecognized share-based compensation costs related to unvested RSUs, PSUs and career shares, respectively. As of September 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, 2.0 years and 2.8 years, respectively.
NOTE 8. FAIR VALUE MEASUREMENTS
The Company measures applicable assets and liabilities at fair value in accordance with authoritative accounting guidance. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-level hierarchy that prioritizes the inputs used in the valuation techniques. Observable inputs are based on market data obtained from independent sources, while unobservable inputs reflect the Company's assumptions about the assumptions market participants would use in pricing an asset or liability.
The fair value hierarchy consists of the following levels:
Level 1: Quoted prices for identical instruments in active markets.
Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The Company classifies assets and liabilities measured at fair value in their entirety based on the lowest-level input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Management's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels.
Balances Measured at Fair Value
The following tables show the fair values of certain of our financial instruments:
Balance
Level 1
Level 2
Level 3
Assets
Investment available for sale
11,546
12,347
Cash and Cash Equivalents and Restricted Cash
The fair values of our cash and cash equivalents and restricted cash, classified in the fair value hierarchy as Level 1, are based on statements received from our banks as of September 30, 2026 and December 31, 2025.
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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 Series 2007 that is classified as available for sale with a maturity date of June 1, 2037. We are the only holder of this instrument and there is no quoted market price for this instrument. As such, the fair value of this investment is classified as Level 3 in the fair value hierarchy. The estimate of the fair value of such investment was determined using a combination of current market rates and estimates of market conditions for instruments with similar terms, maturities and degrees of risk and a discounted cash flows analysis as of September 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 September 30, 2026 and December 31, 2025 is a discount rate of 13.7% and 12.6%, respectively. Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument are not charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the condensed consolidated balance sheets and in the condensed consolidated statement of other comprehensive income. At September 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 September 30, 2026 and December 31, 2025, $10.6 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 September 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.
The following table summarizes the changes in fair value of the Company's Level 3 investment available for sale asset:
Balance at beginning of reporting period
11,574
12,123
12,553
Total gains (realized or unrealized):
Included in interest income
44
136
134
Included in other comprehensive income (loss)
(72
387
(92
652
Purchases, sales, issuances and settlements:
Settlements
(845
(785
Balance at end of reporting period
12,554
We are exposed to valuation risk on our Level 3 financial instruments. We estimate our risk exposure using a sensitivity analysis of potential changes in the significant unobservable inputs of our fair value measurements. Our Level 3 financial instruments are most susceptible to valuation risk caused by changes in the discount rate. If the discount rate in our fair value measurements increased or decreased by 100-basis points, the change would not cause the value of our 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 Level 3, is utilized in performing the Company's impairment analyses (see Note 2, 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 Level 3, other than cash or restricted cash acquired, which are classified as Level 1.
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Balances Disclosed at Fair Value
The following tables provide the fair value measurement information about our obligation under assessment agreements and note receivable.
Estimated
Fair Value
Face Amount
Hierarchy
Asset
Note receivable
37,417
37,184
Liabilities
Obligation under assessment arrangements
13,888
12,607
16,100
34,789
35,641
15,737
14,200
17,915
The following tables provide the fair value measurement information about our long-term debt:
792,400
990,000
835,875
Total debt
2,618,275
996,250
877,500
2,034,450
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 September 30, 2026 and December 31, 2025, respectively. The estimated fair values of our senior notes are based on quoted market prices as of September 30, 2026 and December 31, 2025.
There were no transfers between Level 1, Level 2 and Level 3 measurements during the nine months ended September 30, 2026 and 2025.
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NOTE 9. SEGMENT INFORMATION
The Company has 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 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.
Las Vegas Locals (1)
Gold Coast Hotel and Casino
Las Vegas, Nevada
The Orleans Hotel and Casino
Sam's Town Hotel and Gambling Hall
Suncoast Hotel and Casino
Aliante Casino + Hotel + Spa
North Las Vegas, Nevada
Cannery Casino Hotel
Cadence Crossing (2)
Henderson, Nevada
California Hotel and Casino
Fremont Hotel & Casino
Main Street Station Hotel and Casino
Midwest & South (3)(4)
Par-A-Dice Casino
East Peoria, Illinois
Belterra Casino Resort (5)
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
Treasure Chest Casino
Kenner, Louisiana
IP Casino Resort Spa
Biloxi, Mississippi
Ameristar Casino * Hotel Kansas City (5)
Kansas City, Missouri
Ameristar Casino * Resort * Spa St. Charles (5)
St. Charles, Missouri
Belterra Park (5)
Cincinnati, Ohio
Valley Forge Casino Resort
King of Prussia, Pennsylvania
The Interim Gaming Hall (6)
Norfolk, Virginia
(1) The Eastside Cannery Casino and Hotel was closed on March 18, 2020. During the first quarter of 2026, the property was imploded and we began sitework to clear and restore the land. During the third quarter of 2026, we sold the land and there are no remaining assets or operations associated with this property.
(2) Cadence Crossing opened on March 25, 2026 and replaced the Jokers Wild casino. Demolition of Jokers Wild commenced in the first quarter of 2026 and was completed in the third 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 and nine months ended September 30, 2025 were included in the Midwest & South segment. In 2026, the Company began demolition of Sam's Town Tunica.
(4) The Company completed the sale of Sam's Town Shreveport, which was located in Shreveport, Louisiana, on August 1, 2026. Property results through the date of sale are included in the Midwest & South segment.
(5) Property is subject to a master lease agreement with a real estate investment trust.
(6) Transitional casino opened on November 7, 2025 and is a variable interest entity consolidated in our financial statements. The full casino resort is expected to open in November 2027.
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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 departmental revenues for our Reportable Segments and our Managed & Other category to reconcile to total revenues:
Three Months Ended September 30, 2026
Food &
Management
Beverage
Reimbursements
Fee
Revenue
157,251
20,618
15,048
14,532
207,449
30,741
8,844
5,520
2,318
47,423
454,981
44,282
22,541
18,685
540,489
154,466
12,053
994
40,628
Total Revenues
Three Months Ended September 30, 2025
157,839
21,130
17,315
14,558
210,842
33,704
10,754
6,017
2,749
53,224
454,639
43,686
21,912
18,615
538,852
165,597
11,189
960
35,846
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Nine Months Ended September 30, 2026
482,010
66,972
56,797
44,672
650,451
97,264
29,666
19,436
8,107
154,473
1,374,384
130,578
63,236
54,274
1,622,472
474,343
35,158
3,016
120,457
Nine Months Ended September 30, 2025
484,961
68,787
64,224
44,760
662,732
104,371
32,506
20,157
8,730
165,764
1,344,046
126,602
59,704
53,164
1,583,516
508,221
34,141
2,932
109,691
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The following table reconciles 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:
Adjusted EBITDAR
87,389
92,128
293,767
311,389
12,853
16,118
48,658
56,446
201,629
201,603
603,018
586,226
10,925
9,424
29,871
54,974
29,757
26,269
88,865
79,551
(22,924
(23,777
(76,667
(71,442
319,629
321,765
987,512
1,017,144
Other operating costs and expenses
Deferred rent
141
147
405
441
Total other operating costs and expenses
124,727
182,001
427,920
435,123
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 are not 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 is not able to easily compute any segment expenses, the Company has aggregated all expenses into a single other segment expense category to reconcile segment revenues to Adjusted EBITDAR, the segment performance measure. The following table reconciles the revenues of our Reportable Segments and our Managed & Other category to Adjusted EBITDAR.
Las Vegas
Downtown
Midwest &
Managed &
Locals
South
Other segment expenses (1)
120,060
34,570
338,860
143,541
10,871
647,902
22,924
118,714
37,106
337,249
156,173
9,577
658,819
23,777
356,684
105,815
1,019,454
444,472
31,592
1,958,017
76,667
351,343
109,318
997,290
453,247
30,140
1,941,338
71,442
(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:
1,784,309
1,681,176
280,559
288,699
3,789,535
3,924,404
199,546
159,996
112,431
111,396
Corporate
496,292
409,019
Total Assets
NOTE 10. SUBSEQUENT EVENTS
We have evaluated all events or transactions that occurred after September 30, 2026. During this period, up to the filing date, we did not 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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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview
We are a geographically diversified operator of 26 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 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 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").
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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 shares, pay dividends, 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, including replacing riverboats with new land-based facilities, developing new properties, expanding and enhancing online sports wagering and online casino offerings as they are legalized in and around the jurisdictions we operate in 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.
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Our Key Performance Indicators
We use several key performance measures to evaluate the operations of our gaming entertainment properties. These key performance measures include the following:
•
Gaming revenue measures: slot handle, which refers to the dollar amount wagered in slot machines, and table game drop, which refers to 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 refers to 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
(In millions)
990.5
1,004.4
3,022.2
3,029.9
194.9
139.8
559.6
582.0
123.6
1,438.8
357.8
1,700.1
Total revenues for the three months ended September 30, 2026 decreased by $13.9 million, or 1.4%, compared to the prior year comparable period, primarily due to (i) a decrease in online reimbursements revenue of $17.5 million, which relates to reimbursements of gaming taxes and other expenses paid on behalf of our online partners; and (ii) a decrease in gaming revenues of $2.3 million, or 0.4%, driven by decreases in table game hold of 4.5% and slot handle of 0.8%; primarily offset by (iii) an increase in Boyd Interactive revenues of $6.3 million, driven by the acquisition of Design Works Studios, LLC ("Design Works") on April 1, 2026, as discussed in Note 1, Summary of Significant Accounting Policies, and organic growth from existing operations.
Total revenues for the nine months ended September 30, 2026 decreased by $7.7 million, or 0.3%, compared to the prior year comparable period, primarily due to (i) a decrease in revenue from market access agreements of $28.9 million, resulting from 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; (ii) a decrease in online reimbursements revenue of $19.2 million, which relates to reimbursements of gaming taxes and other expenses paid on behalf of our online partners; and (iii) a decrease in room revenues of $4.6 million, or 3.2%, driven by a 1.8% decrease in ADR; partially offset by (iv) an increase in gaming revenues of $21.3 million, or 1.1%, driven by an increase in slot win of 1.7% and slot handle of 0.8%; (v) an increase in Boyd Interactive revenues of $14.2 million, driven by the Design Works acquisition on April 1, 2026 and organic growth from existing operations; and (vi) an increase of $9.7 million related to the Sky River Casino management fee.
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Operating Income
Operating income increased by $55.1 million, or 39.5%, for the three months ended September 30, 2026, compared to the prior year comparable period, primarily due to (i) a $65.1 million decrease in asset impairment charges, as the Company recognized $65.1 million of long-lived asset impairment charges during the three months ended September 30, 2025 related to property and equipment in the Las Vegas Locals and Midwest & South segments, with no impairment charges recognized during the three months ended September 30, 2026; and (ii) a decrease in project development, preopening and writedowns expense of $9.3 million, which was driven by a $24.2 million gain on the sale of assets during the third quarter of 2026, partially offset by $18.8 million of preopening, demolition and asset writedown costs during the period, including the demolition of Eastside Cannery, Jokers Wild and Sam's Town Tunica, compared to $3.9 million of preopening costs in the three months ended September 30, 2025; partially offset by (iii) an increase in depreciation and amortization expense of $17.5 million, driven by the completion of our meeting and convention space at Ameristar St. Charles in the third quarter of 2025, the opening of the transitional casino in Norfolk, Virginia in November 2025, the opening of Cadence Crossing in March 2026, investments in technology throughout 2025, and hotel room renovations and new food & beverage concepts at multiple properties during the latter half of 2025 and into the first half of 2026.
Operating income decreased by $22.4 million, or 3.9%, for the nine months ended September 30, 2026, compared to the prior year comparable period, primarily due to (i) a $28.9 million decrease in revenue from our market access agreements, as discussed above, as 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; (ii) an increase in depreciation and amortization expense of $65.4 million, which was driven by the completion of our meeting and convention space at Ameristar St. Charles in the third quarter of 2025, the opening of the transitional casino in Norfolk, Virginia in November 2025, the opening of Cadence Crossing in March 2026, investments in technology throughout 2025, and hotel room renovations and new food & beverage concepts at multiple properties during the latter half of 2025 and into the first half of 2026; and (iii) an increase of $25.1 million in project development, preopening and writedowns expense, which was driven by $51.2 million of preopening, demolition and asset writedown costs during the period, partially offset by a $20.9 million net gain on the sale of assets during the nine months ended September 30, 2026, compared to $5.2 million of preopening and asset writedown costs during the nine months ended September 30, 2025; partially offset by (iv) a $97.4 million decrease in asset impairment charges, as the Company recorded $97.4 million of long-lived asset impairment charges during the nine months ended September 30, 2025 related to property and equipment in the Las Vegas Locals and Midwest & South segments, with no impairment charges recognized during the nine months ended September 30, 2026.
Net Income
Net income decreased $1,315.2 million for the three months ended September 30, 2026, compared to the prior year comparable period. In the third quarter of 2025, net income was favorably impacted by a $1,748.0 million gain on the sale of our five percent equity interest in FanDuel ("FanDuel Equity Sale"). Partially offsetting the prior year gain from the FanDuel Equity Sale, was a $55.1 million increase in operating income in the current year, as discussed above, and a $364.5 million decline in the income tax provision as compared to the prior year, as the prior year reflected the tax impact related to the FanDuel Equity Sale.
Net income decreased by $1,342.3 million for the nine months ended September 30, 2026, compared to the prior year comparable period, primarily driven by the $1,748.0 million gain on the FanDuel Equity Sale in the third quarter of 2025. Partially offsetting the prior year gain from the FanDuel Equity Sale, was a $375.2 million decrease in the income tax provision as compared to the prior year, as the prior year reflected the tax impact related to the FanDuel Equity Sale, and a $38.6 million decrease in interest expense as compared to the prior year, which was driven by a $681.6 million decrease in the weighted average outstanding debt balance combined with a 50-basis point decline in the weighted average interest rate. The decline in the weighted average outstanding debt balance as compared to the prior year, 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 the FanDuel Equity Sale and was partially offset by the $554.9 million of average outstanding principal under the Credit Facility during the nine months ended September 30, 2026 (Prior Credit Facility and Credit Facility are as defined below in “Liquidity and Capital Resources - Indebtedness”).
37
Operating Revenues
We derive the majority of our revenues from our gaming operations, which produced approximately 66% of revenues for both the three and nine months ended September 30, 2026 and 65% of revenues for both the three and nine months ended September 30, 2025. Online reimbursements revenues represent our next most significant revenue source, generating 12% and 13% of revenues for the three and nine months ended September 30, 2026, respectively, and 14% and 13% of revenues for the three and nine months ended September 30, 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.
655.0
657.4
1,988.8
1,967.5
73.8
75.6
227.2
227.9
43.1
45.2
139.5
144.1
33.3
26.9
91.3
106.0
121.2
138.7
383.0
402.2
27.6
23.7
82.3
72.6
36.5
36.9
110.1
109.6
Departmental operating expenses
262.6
259.7
785.1
765.3
65.6
67.5
197.5
196.4
19.7
19.5
58.7
58.0
22.0
17.8
60.7
50.4
12.5
13.1
38.2
38.0
Total departmental operating expenses
503.6
516.3
1,523.2
1,510.3
Margins
59.9
60.5
61.1
11.1
10.7
13.8
54.3
56.9
57.9
59.8
33.9
33.8
33.5
52.5
0.0
65.8
64.5
65.3
Gaming revenues are comprised primarily of the net win from our slot machine operations and to a lesser extent from table games win. The decrease in gaming revenues of $2.3 million, or 0.4%, during the three months ended September 30, 2026, compared to the prior year comparable period, was primarily due to a decrease in table game hold of 4.5% and slot handle of 0.8%.
Gaming revenues increased $21.3 million, or 1.1%, during the nine months ended September 30, 2026, compared to the prior year comparable period, primarily driven by an increase in slot win of 1.7% and slot handle of 0.8%.
38
Food & Beverage
Food & beverage revenues decreased $1.8 million, or 2.4%, during the three months ended September 30, 2026, compared to the prior year comparable period, primarily due to a 4.9% decrease in food covers. Food & beverage margin for the three months ended September 30, 2026, stayed consistent to the prior year comparable period.
Food & beverage revenues decreased $0.7 million, or 0.3%, during the nine months ended September 30, 2026, compared to the prior year comparable period, primarily due to a 3.1% decrease in food covers. Food & beverage margin for the nine months ended September 30, 2026, decreased to 13.1% from 13.8% for the prior year comparable period, primarily due to a 1.9% increase in cost per guest served.
Room revenues decreased $2.1 million, or 4.7%, during the three months ended September 30, 2026, compared to the prior year comparable period, primarily due to a 2.6% decrease in ADR. Room margin for the three months ended September 30, 2026, decreased to 54.3% from 56.9% for the prior year comparable period, primarily due to a 4.9% increase in cost per room.
Room revenues decreased $4.6 million, or 3.2%, during the nine months ended September 30, 2026, compared to the prior year comparable period, primarily due to a 1.8% decline in ADR. Room margin for the nine months ended September 30, 2026, decreased to 57.9% from 59.8% for the prior year comparable period, primarily due to a 2.8% increase in cost per room.
Online revenues increased $6.3 million, or 23.6%, during the three months ended September 30, 2026, compared to the prior year comparable period, due to an increase in Boyd Interactive revenues of $6.3 million, which was primarily driven by the Design Works acquisition on April 1, 2026 and organic growth from existing operations. Online margin for the three months ended September 30, 2026, stayed consistent to the prior year comparable period.
Online revenues decreased $14.7 million or 13.9%, during the nine months ended September 30, 2026, compared to the prior year comparable period, driven by a decline in revenue from market access agreements of $28.9 million during the nine months ended September 30, 2026, due to the termination of certain market access 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. This decrease was partially offset by an increase in Boyd Interactive revenues of $14.2 million during the nine months ended September 30, 2026, compared to the prior year comparable period primarily driven by the Design Works acquisition on April 1, 2026 and organic growth from existing operations. Online margin for the nine months ended September 30, 2026, decreased to 33.5% from 52.5%, 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 had an unfavorable impact on online margins as compared to the prior year, and we expect these lower margins to continue.
Online reimbursements revenues decreased $17.5 million and $19.2 million during the three and nine months ended September 30, 2026, respectively, compared to the prior year comparable periods, and represent a decrease in reimbursements of gaming taxes and other expenses paid on behalf of our online partners. The decline was driven by the termination of certain market access agreements as discussed above.
Management fee revenues during the three months ended September 30, 2026 and 2025 of $27.6 million and $23.7 million, respectively, and during the nine months ended September 30, 2026 and 2025 of $82.3 million and $72.6 million, respectively, relate to our management agreement with Wilton Rancheria to manage the Sky River Casino in northern California.
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 decreased $0.4 million, or 1.0%, and increased $0.5 million, or 0.4%, during the three and nine months ended September 30, 2026, respectively, as compared to the prior year comparable periods.
39
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 also 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, charitable contributions, 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:
207.5
210.8
650.4
662.7
47.4
53.2
154.5
165.8
540.5
538.9
1,622.5
1,583.5
165.6
474.3
508.2
40.6
35.9
120.5
109.7
Adjusted EBITDAR (1)
87.4
92.1
293.8
311.4
12.8
16.1
48.6
56.4
201.6
603.0
586.2
10.9
9.4
29.9
55.0
29.8
26.3
88.9
79.5
(22.9
(23.7
(76.7
(71.4
319.6
321.8
987.5
1,017.1
(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.
40
Total revenues decreased by $3.4 million, or 1.6%, during the three months ended September 30, 2026, as compared to the prior year comparable period. Room revenues declined $2.3 million from the prior year comparable period, primarily due to declines in ADR and hotel occupancy rate of 11.3% and 2.8%, respectively. Gaming revenues declined $0.6 million from the prior year comparable period, primarily due to declines in table game hold of 10.6%, table game drop of 5.4% and slot handle of 1.2%, partially offset by a 1.6% increase in slot win. The current year quarter was impacted overall by increased softness in destination business, which we first experienced beginning in the third quarter of 2025. While we expected destination business trends to improve relative to the third quarter of the prior year, there was incremental softness in destination business at the Orleans as compared to the prior year comparable period. Additionally, the current year quarter was impacted by 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 during the first quarter of 2026 and continued through the completion of the project late in the third quarter of 2026.
Total revenues decreased by $12.3 million, or 1.9%, during the nine months ended September 30, 2026, as compared to the prior year comparable period. Room revenues declined $7.4 million from the prior year comparable period, primarily due to a decline in ADR and hotel occupancy rate of 6.8% and 4.0%, respectively. Gaming revenues declined $3.0 million from the prior year comparable period, primarily due to declines in table game hold of 7.3%, table game drop of 1.2% and slot handle of 1.7%. Food & beverage revenues declined by $1.8 million from the prior year comparable period, primarily due to a decline in food covers of 1.5% and average guest check of 1.1%. Overall, the current year was impacted by continued softness in destination business, primarily at the Orleans, that began in the third quarter of 2025 and construction disruption at Suncoast from our casino modernization project at the property, both as discussed above.
Adjusted EBITDAR decreased by $4.7 million, or 5.1%, and $17.6 million, or 5.7%, during the three and nine months ended September 30, 2026, respectively, as compared to the prior year comparable periods, due primarily to the revenue declines, as discussed above. In addition, Adjusted EBITDAR decreased with food & beverage and hotel margin declines as reduced volumes and lower rates resulted in an increase of 4.9% in cost per guest served during the nine months ended September 30, 2026, as compared to the prior year comparable period, and a 6.8% increase in cost per room during the nine months ended September 30, 2026, as compared to the prior year comparable period.
Total revenues decreased by $5.8 million, or 10.9%, during the three months ended September 30, 2026, as compared to the prior year comparable period, primarily driven by a $3.0 million decrease in gaming revenues as the segment experienced declines in slot handle of 11.3%, slot win of 9.3% table game hold of 10.9% and table game drop of 10.2%. In addition, food & beverage revenues declined $1.9 million as compared to the prior year comparable period, primarily due to an 18.5% decline in food covers. Similar to the Las Vegas Locals segment, Downtown Las Vegas was also negatively impacted by continued softness in destination business to Las Vegas. In addition, we focus our marketing programs in the Downtown Las Vegas segment on the Hawaiian market and during the three months ended September 30, 2026, Hawaiian visitation was impacted by four named storms around the Hawaiian Islands, including Hurricanes Lala and Lowell and Tropical Storms Moke and Nolo.
Total revenues decreased by $11.3 million, or 6.8%, during the nine months ended September 30, 2026, as compared to the prior year comparable period, primarily driven by a $7.1 million decrease in gaming revenues as the segment experienced declines in slot win of 7.1% and slot handle of 6.5%. In addition, food & beverage revenues declined $2.8 million as compared to the prior year comparable period, primarily due to a 10.4% decline in food covers. Overall visitation to Las Vegas and reduced Hawaiian visitation, most notably in the current quarter due to impacts from the four named storms, as discussed above, has continued to have an impact on the current year results.
Adjusted EBITDAR decreased by $3.3 million, or 20.3%, and $7.8 million, or 13.8%, during the three and nine months ended September 30, 2026, respectively, as compared to the prior year comparable periods, due primarily to the gaming revenues declines, driven by reduced visitation to Las Vegas, including Hawaiian visitation, as discussed above.
Total revenues increased by $1.6 million, or 0.3%, during the three months ended September 30, 2026, as compared to the prior year comparable period, reflecting increases in all revenue categories. Room revenues were the largest driver of revenue growth and increased $0.6 million, which was attributable to increases in hotel occupancy rate of 4.7% and ADR of 2.0% over the prior year comparable period.
41
Total revenues increased by $39.0 million, or 2.5%, during the nine months ended September 30, 2026, as compared to the prior year comparable period, reflecting increases in all revenue categories. Gaming revenues were the largest driver and increased $30.3 million, over the prior year comparable period, which was attributable to increases in slot win of 2.7% and slot handle of 2.4%.
Adjusted EBITDAR was $201.6 million for both the three months ended September 30, 2026 and 2025. Adjusted EBITDAR increased by $16.8 million, or 2.9%, during the nine months ended September 30, 2026, as compared to the prior year comparable period, due primarily to the gaming revenue increase, as discussed above.
Online segment revenues decreased $11.1 million, or 6.7%, during the three months ended September 30, 2026, compared to the prior year comparable period, primarily driven by a $17.5 million decrease in reimbursements of gaming taxes and other expenses paid on behalf of our online partners. Partially offsetting this decline was a $6.3 million increase in revenue from Boyd Interactive's operations for the three months ended September 30, 2026, as compared to the prior year comparable period, which was driven by the Design Works acquisition on April 1, 2026 and organic growth from existing operations.
Online segment revenues decreased by $33.9 million, or 6.7%, during the nine months ended September 30, 2026, compared to the prior year comparable period, primarily due to a $28.9 million decrease in revenue from market access agreements primarily due to the termination of certain agreements and, in some instances, entry into certain new agreements at lower rates than those terminated, as discussed above, and a $19.2 million decrease in reimbursements of gaming taxes and other expenses paid on behalf of our online partners. Partially offsetting these declines was a $14.2 million increase in revenue from Boyd Interactive's operations for the nine months ended September 30, 2026, as compared to the prior year comparable period, which was driven by the Design Works acquisition on April 1, 2026 and organic growth from existing operations.
Adjusted EBITDAR increased $1.5 million during the three months ended September 30, 2026, compared to the prior year comparable period, and was driven by the Boyd Interactive revenue increase as discussed above.
Adjusted EBITDAR decreased $25.1 million during the nine months ended September 30, 2026, compared to the prior year comparable period, and was driven by the $28.9 million reduction in revenue from market access agreements for the nine months ended September 30, 2026, compared to the prior year comparable period, as there are minimal costs related to such agreements. Partially offsetting the market access agreement decline was Adjusted EBITDAR growth at Boyd Interactive, driven by the revenue increase discussed above.
During the three and nine months ended September 30, 2026, Managed & Other revenues increased by $4.8 million and $10.8 million, respectively, and Adjusted EBITDAR increased by $3.5 million and $9.3 million, respectively, as compared to the corresponding periods of the prior year, primarily due to a $3.9 million and $9.7 million increase in Sky River Casino management fees for the three and nine months ended September 30, 2026, respectively, as compared to the prior year comparable periods.
Other Operating Costs and Expenses
The following costs and expenses, as presented in our condensed consolidated statements of operations, are further discussed below:
105.4
104.0
326.2
321.9
29.0
28.6
86.4
85.2
41.1
40.5
115.3
114.5
73.7
277.4
212.0
29.4
30.6
99.4
95.9
(5.4
30.3
5.2
65.1
97.4
1.0
1.9
4.3
5.4
Selling, General and Administrative
Selling, general and administrative expenses, as a percentage of revenues, remained consistent at 10.6% and 10.4% during the three months ended September 30, 2026 and 2025, respectively, and 10.8% and 10.6% during the nine months ended September 30, 2026 and 2025, respectively. We continue to focus on our disciplined operating model and targeted marketing approach.
42
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 $29.0 million and $28.6 million during the three months ended September 30, 2026 and 2025, respectively, and $86.4 million and $85.2 million during the nine months ended September 30, 2026 and 2025, respectively.
Maintenance and Utilities
Maintenance and utilities expenses, as a percentage of revenues, remained consistent at 4.1% and 4.0% during the three months ended September 30, 2026 and 2025, respectively, and 3.8% during both the nine months ended September 30, 2026 and 2025.
Depreciation and Amortization
Depreciation and amortization expenses were $91.3 million and $73.7 million during the three months ended September 30, 2026 and 2025, respectively, and $277.4 million and $212.0 million during the nine months ended September 30, 2026 and 2025, respectively. The increase for the three and nine months ended September 30, 2026 as compared to the prior year comparable periods, was primarily attributable to completion of our meeting and convention space at Ameristar St. Charles in the third quarter of 2025, the opening of the transitional casino in Norfolk, Virginia in November 2025, the opening of Cadence Crossing in March 2026, investments in technology throughout 2025, and hotel room renovations and new food & beverage concepts at multiple properties during the latter half of 2025 and into the first half of 2026.
Corporate Expense
Corporate expense represents unallocated payroll, professional fees, charitable contributions, 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 3.0% of revenues during both the three months ended September 30, 2026 and 2025, and 3.3% and 3.2% of revenues during the nine months ended September 30, 2026 and 2025, respectively.
Project Development, Preopening and Writedowns
Project development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with various acquisition opportunities, strategic initiatives, dispositions and other business development activities in the ordinary course of business; (ii) certain costs of start-up activities that are expensed as incurred in our ongoing efforts to develop gaming activities in new jurisdictions and expenses related to other new business development activities that do not qualify as capital costs; (iii) realized losses arising from asset dispositions and asset disposal costs, including demolition 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 September 30, 2026, project development, preopening and writedowns included a $24.2 million gain on asset sales partially offset by $15.1 million of costs incurred related to demolition and asset writedowns and $3.7 million in preopening costs. During the three months ended September 30, 2025, project development, preopening and writedowns included $3.9 million in preopening costs, primarily driven by our Norfolk, Virginia project. During the nine months ended September 30, 2026, the Company incurred $39.8 million of costs related to demolition and asset writedowns and $11.3 million in preopening costs which were partially offset by a $20.9 million net gain on asset sales. During the nine months ended September 30, 2025, project development, preopening and writedowns included $6.5 million of preopening expenses and $1.2 million of asset writedowns partially offset by $2.5 million in insurance proceeds related to an asset disposition. During both the three and nine months ended September 30, 2026, the gain on asset sales was driven by the sale of land and the Sam's Town Shreveport sale. In addition, the elevated demolition and asset writedowns for both periods in the current year are driven by the demolition of Sam's Town Tunica, Jokers Wild and Eastside Cannery.
Impairment of Assets
During the three and nine months ended September 30, 2026, there were no asset impairment charges incurred. During the nine months ended September 30, 2025, as a result of our first quarter impairment review, the Company recorded a long-lived asset impairment charge of $32.3 million for property and equipment related to our Las Vegas Locals segment. In addition, as a result of our third quarter 2025 impairment review, the Company recorded long-lived asset impairment charges of $47.3 million for property and equipment related to our Midwest & South segment and $17.8 million for property and equipment related to our Las Vegas Locals segment.
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.
43
Other Expense (Income)
Interest Expense, net
The following table summarizes information with respect to our interest expense on outstanding indebtedness:
Interest expense, net of capitalized interest and interest income
32.5
31.8
89.3
128.7
Average long-term debt balance (1)
2,682.7
2,470.6
2,454.9
3,136.5
Weighted average interest rates
4.8
5.1
5.3
(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 September 30, 2026, increased $0.8 million, or 2.4%, from the prior year comparable period and was primarily driven by an increase in the weighted average debt balance of $212.0 million and offset by an approximate 30-basis point decrease in the weighted average interest rate.
Interest expense, net of capitalized interest and interest income, for the nine months ended September 30, 2026, decreased $39.4 million, or 30.6%, from the prior year comparable period and was primarily driven by a decrease in the weighted average debt balance of $681.6 million and an approximate 50-basis point decrease in the weighted average interest rate. Interest expense, net of capitalized interest and interest income, and the weighted average debt balance for the current year were favorably impacted by the retirement in the third quarter of 2025 of $1,680.9 million of then outstanding debt under the Prior Credit Facility with the proceeds from the FanDuel Equity Sale, as discussed above.
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 $16.3 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 nine months ended September 30, 2026. During the three and nine months ended September 30, 2025, the Company incurred $1.4 million in loss on early extinguishments of debt related to the write-off of unamortized deferred finance charges associated with the full repayment of the senior secured term A loan under the Prior Credit Agreement. See "Liquidity and Capital Resources - Indebtedness" for further discussion and definitions for Prior Credit Facility, Prior Credit Agreement, Revolving Credit Facility and Credit Agreement.
Included within Other, net for the three and nine months ended September 30, 2025, is the gain from the FanDuel Equity Sale.
The effective tax rates during the nine months ended September 30, 2026 and 2025 were 23.8% and 22.3%, respectively. Our tax rate for the nine months ended September 30, 2026, was unfavorably impacted by state taxes, nondeductible compensation and company provided benefits, which were partially offset by excess tax benefits related to equity compensation and tax credits. Our tax rate for the nine months ended September 30, 2025, was unfavorably impacted by state taxes, and nondeductible compensation which were partially offset by excess tax benefits related to equity compensation and tax credits. During the nine months ended September 30, 2025, there was a one-time discrete charge related to the FanDuel Equity Sale which reduced our effective tax rate given specific state taxes that apply to the gain.
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 nine months ended September 30, 2026 and 2025. 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 September 30, 2026 and December 31, 2025, we had cash and cash equivalents of $297.2 million and $353.4 million, respectively. In addition, we held restricted cash balances of $6.9 million and $5.4 million at September 30, 2026 and December 31, 2025, respectively. Our working capital deficit at September 30, 2026 and December 31, 2025, was $962.7 million and $448.5 million, respectively. The increase in our working capital deficit from December 31, 2025 to September 30, 2026 is driven by the reclassification of $800.9 million of borrowings outstanding under our Credit Facility (see additional discussion below under Indebtedness) and partially offset by payments totaling $364.2 million during the nine months ended September 30, 2026 for 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 the current maturities classification of debt and 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
313.4
701.4
Cash flows from investing activities
(456.0
(439.9
(31.8
1,758.0
56.7
(46.8
(41.7
(1.6
(9.3
(447.7
1,235.3
Cash flows from financing activities
Net borrowings under credit facilities
625.9
(1,291.0
(2.1
(25.7
(6.0
(475.0
(593.0
(43.4
(44.0
79.7
(1,934.0
(0.1
Increase (decrease) in cash, cash equivalents and restricted cash
(54.7
2.6
During the nine months ended September 30, 2026 and 2025, we generated operating cash flows of $313.4 million and $701.4 million, respectively. The decline in operating cash flows in the current year is primarily attributable to $364.2 million in payments for transferable federal energy tax credits during the nine months ended September 30, 2026 that were used primarily for federal tax obligations associated with the FanDuel Equity Sale.
45
Our industry is capital intensive, and we use cash flows for acquisitions, facility expansions, new facilities, investments in future development or business opportunities and maintenance capital expenditures.
During the nine months ended September 30, 2026, we had net cash outflows used in investing activities of $447.7 million comprised primarily of: (i) capital expenditures of $456.0 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; (ii) $46.8 million related to the Design Works acquisition; and partially offset by (iii) $56.7 million in proceeds from the sale of assets, net of cash transferred. During the nine months ended September 30, 2025, we incurred net cash inflows for investing activities of $1,235.3 million comprised primarily of: (i) $1,758.0 million of cash proceeds from the FanDuel Equity Sale; partially offset by cash outflows of (ii) capital expenditures of $439.9 million, primarily related to our various guest room remodels, meeting and convention space expansion at Ameristar St. Charles, casino development in Norfolk, Virginia and new Cadence Crossing casino, slot machines, land, IT equipment and building projects at various properties; (iii) cash paid for gaming license right of $41.7 million; and (iii) advances made under a note receivable of $31.8 million.
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 nine months ended September 30, 2026 are impacted by the net borrowings on the Credit Facility of $625.9 million. In the first quarter of 2026, the Company entered into an Amended and Restated Credit Agreement and used initial borrowings to retire amounts outstanding under the Prior Credit Facility and pay debt financing costs. During the nine months ended September 30, 2026, the Company borrowed $400.0 million under the Term A Loan Facility and incurred $240.2 million in net borrowings under the Revolving Credit Facility, both of which were primarily used to fund the transferable federal energy tax credit payments, as discussed above, and share repurchases. See 'Indebtedness' below for further discussion. The net borrowings of $625.9 million are partially offset by $475.0 million of share repurchases, $43.4 million of dividends paid and $25.7 million of share-based compensation activities. The net cash outflows from financing activities during the nine months ended September 30, 2025, was primarily driven by net payments under the Prior Credit Facility of $1,291.0 million. During the third quarter of 2025, the Company repaid amounts outstanding under the Prior Revolving Credit Facility and retired the senior secured term A loan under the Prior Credit Agreement with proceeds from the FanDuel Equity Sale. In addition, net cash outflows from financing activities for the nine months ended September 30, 2025 were impacted by $593.0 million in share repurchases and $44.0 million in dividends paid.
Indebtedness
The outstanding principal balances of long-term debt, before unamortized discounts and fees, and the changes in those balances are as follows:
Increase
(Decrease)
800.9
160.7
(160.7
1,000.0
900.0
2,700.9
2,060.7
640.2
1,900.0
46
350.0
135.0
400.0
50.9
25.7
The blended interest rate for outstanding borrowings at September 30, 2026 under the Credit Facility was 5.1% and at December 31, 2025 under the Prior Credit Facility was 5.3%.
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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").
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:
419.7
475.9
Noncurrent assets
13,204.0
12,793.5
1,343.9
906.1
Noncurrent liabilities
2,824.5
2,977.8
Summarized combined results of operations for the parent company and the Senior Notes Guarantors is as follows:
2,881.3
1,066.7
980.6
870.0
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On October 21, 2021, our Board of Directors authorized a share repurchase program of $300.0 million (the "Share Repurchase Program"). In addition, our Board of Directors authorized increases to the Share Repurchase Program of $500.0 million on each of June 1, 2022, May 4, 2023, May 9, 2024, December 5, 2024, July 17, 2025 and April 8, 2026. As of September 30, 2026, we were authorized to repurchase up to an additional $387.1 million in shares of our common stock under the Share Repurchase Program. We repurchased 2.0 million shares and 1.9 million shares during the three months ended September 30, 2026 and 2025, respectively, and 5.7 million shares and 7.8 million shares during the nine months ended September 30, 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 the Share Repurchase 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:
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.
Capital Spending and Development
We currently estimate that our annual 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.
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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 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 November 2027. We expect to spend $275 million on this project in 2026.
During the nine months ended September 30, 2026, the Company spent approximately $456 million of the total estimated $650 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 and permissible under our debt agreements.
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 estimates 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.
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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.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. We do not hold any market risk sensitive instruments for trading purposes. Our primary exposure to market risk is interest rate risk, specifically long-term United States ("U.S.") treasury rates and the applicable spreads in the high-yield investment market, short-term and long-term SOFR rates, and their potential impact on our long-term debt. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term fixed-rate borrowings and variable-rate borrowings under our Credit Facility. We are also exposed to commodity prices and potential tariffs on goods purchased from outside the U.S. Our exposure is mitigated as a significant majority of our purchases, both operating and for our construction projects, are from U.S. based suppliers. Finally, we are exposed to a lesser extent to foreign currency exchange risk for funds held in our foreign bank accounts. While there is risk of fluctuations in the foreign exchange rate, our exposure is limited given the size of our foreign operations and the minimal amount of cash held in foreign bank accounts. A weakening or strengthening of the U.S. dollar to the foreign currencies by 2x the current conversion rates, would not cause the value of the funds held in the foreign bank accounts to change significantly. We do not currently utilize derivative financial instruments for trading or speculative purposes.
As of September 30, 2026, our long-term variable-rate borrowings represented approximately 29.7% of total long-term debt. Based on September 30, 2026 debt levels, a 100-basis point change in the interest rate would cause our annual interest costs on variable-rate borrowings to change by approximately $8.0 million. We believe there have been no other material changes in our exposure to market risks as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 20, 2026.
See also Liquidity and Capital Resources above.
Item 4. Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q (the "Report"), we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on the evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.
PART II. Other Information
Item 1. Legal Proceedings
We are parties to various legal proceedings arising in the ordinary course of business. We believe that all pending claims, if adversely decided, would not have a material adverse effect on our business, financial position, results of operations or cash flows.
Item 1A. Risk Factors
There were no material changes from the risk factors previously disclosed in Part I. Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 20, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table discloses share repurchases that we have made pursuant to our share repurchase program during the three months ended September 30, 2026.
Total Number
Approximate
of Shares
Dollar Value
Average
Purchased as Part
That May Yet
Price Paid
of a Publicly
Be Purchased
Period
Purchased (1)
Per Share
Announced Plan
Under the Plan
July 1, 2026 through July 31, 2026
588,547
87.80
499,398,693
August 1, 2026 through August 31, 2026
1,025,252
82.11
415,212,863
September 1, 2026 through September 30, 2026
361,606
77.66
387,130,415
1,975,405
(1) All shares repurchased are covered by our share repurchase program as approved by our Board of Directors (the "Share Repurchase Program"). The Board of Directors approved $300.0 million for our Share Repurchase Program on October 21, 2021, and an additional $500.0 million to the Share Repurchase Program on each of June 1, 2022, May 4, 2023, May 9, 2024, December 5, 2024, July 17, 2025 and April 8, 2026 for a total authorization of $3.3 billion. The Share Repurchase Program has no expiration date.
Item 5. Other Information
None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended September 30, 2026, as such terms are defined under Item 408(a) of Regulation S-K.
Exhibit Number
Document of Exhibit
Method of Filing
List of Guarantor Subsidiaries of Boyd Gaming Corporation.
31.1
Certification of the Chief Executive Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a).
Filed electronically herewith.
31.2
Certification of the Chief Financial Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a).
32.1
Certification of the Chief Executive Officer of the Registrant pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. § 1350.
Furnished electronically herewith.
32.2
Certification of the Chief Financial Officer of the Registrant pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. § 1350.
101
The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2026 and 2025, (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity for each of the quarters within the nine months ended September 30, 2026 and 2025, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025, and (vi) Notes to Condensed Consolidated Financial Statements.
Inline XBRL for cover page of the Company's Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on October 28, 2026.
By:
/s/ Lori M. Nelson
Lori M. Nelson
Senior Vice President Financial Operations and Reporting,