SMITH KEITH 4

What Happened

• Keith Smith, President & CEO and a director of Boyd Gaming (BYD), received equity awards and had shares surrendered to cover tax/exercise obligations. On Feb 19, 2026 he was awarded 42,730 Restricted Stock Units (RSUs) (no cash paid). On Feb 22, 2026 Performance Share Units (PSUs) representing 63,188 shares vested. Also on Feb 22, 2026, 41,234 shares were disposed (surrendered) at $86.20 per share to satisfy payment of exercise price or tax liability, generating about $3,554,371 in value.

Key Details

• Transaction dates and amounts:
  • 2026-02-19: Award of 42,730 RSUs (grant, no cash paid).
  • 2026-02-22: Vesting/award of 63,188 shares underlying PSUs (granted/vested).
  • 2026-02-22: 41,234 shares disposed at $86.20 per share; proceeds/value ≈ $3,554,371 (code F = payment of exercise price or tax liability).
• Shares owned after transaction: Not specified in the provided filing summary.
• Footnotes:
  • F1: The 42,730 units are RSUs granted under the 2020 Stock Incentive Plan and are subject to forfeiture and plan terms.
  • F2: The 63,188 figure represents shares underlying PSUs that vested on Feb 22, 2026.
• Filing timing: Form 4 filed Feb 23, 2026, reporting transactions on Feb 19 and Feb 22 (the filing shows these dates; the filing does not indicate a late/untimely code).

Context

• The disposal was a share surrender to cover tax liabilities/exercise costs (common for vested awards), not an open-market directional sale. Awards (RSUs/PSUs) are compensation and do not by themselves indicate the insider is buying stock.