JOHNSON MARIANNE BOYD 4

What Happened

• Marianne Boyd Johnson, a reported 10% owner of Boyd Gaming Corp (BYD), received 8,953 shares on February 22, 2026 when performance share units (PSUs) vested.
• To cover the tax liability related to the vesting, 3,524 shares were surrendered/treated as disposed at $86.20 per share, equal to approximately $303,769. The award shares show $0.00 acquisition price because they were granted/vested (not purchased).

Key Details

• Transaction date: February 22, 2026 (Filed: February 23, 2026) — filing appears timely (next business day).
• Award: 8,953 shares (code A) at $0.00 — represents vested Performance Share Units (footnote F1).
• Tax withholding/disposition: 3,524 shares (code F) at $86.20 each; total value ~$303,769.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Ownership/structure notes: Several footnotes indicate the shares/transactions involve trusts and entities (Marianne Boyd Johnson as trustee/manager and related partnerships/LLCs — F2–F8). The reporting person disclaims beneficial ownership except as to direct ownership or pecuniary interest.

Context

• This was a vesting of PSUs with shares issued to the insider; the surrender of 3,524 shares was to satisfy taxes (a routine withholding/cashless-like step), not an open-market sale indicating a decision to monetize beyond tax obligations.
• As a 10% owner rather than an executive-only trade, filings reflect trust and entity structures holding securities; these types of transactions are often administrative (compensation vesting and tax withholding) rather than directional bets on the stock.