Nelson Lori M. 4

What Happened

• Lori M. Nelson, SVP and Chief Accounting Officer of Boyd Gaming Corp (BYD), was granted and/or acquired a total of 1,860 stock units (1,335 Restricted Stock Units and 525 Performance Share Units that vested) and 743 shares were disposed to satisfy tax withholding. The 1,335 RSUs were awarded on Feb 19, 2026 at $0 cost; 525 PSUs vested on Feb 22, 2026. On Feb 22, 2026, 743 shares were disposed at $86.20 per share (reported value $64,047) to cover tax obligations. The awards are acquisitions (code A) and the disposal is reported as tax/payment (code F).

Key Details

• Transaction dates and prices:
  • Feb 19, 2026: Award of 1,335 Restricted Stock Units (acquisition at $0).
  • Feb 22, 2026: 525 Performance Share Units vested (acquisition at $0).
  • Feb 22, 2026: 743 shares disposed/withheld at $86.20 each for tax liability; proceeds reported $64,047.
• Shares owned after the transactions: not specified in the provided summary—see the Form 4 for total beneficial ownership.
• Footnotes:
  • F1: 1,335 RSUs awarded under the 2020 Stock Incentive Plan; RSUs are contingent rights to receive one share upon vesting and are subject to forfeiture/plan terms.
  • F2: 525 PSUs represent shares that vested on Feb 22, 2026.
• Filing timeliness: Form 4 was filed Feb 23, 2026 for transactions on Feb 19 and Feb 22; there is no indication in the filing that this was late.

Context

• The acquisition entries are awards (not open-market purchases), so they reflect compensation/long-term incentives rather than a cash buy. The 743-share disposal is a tax-withholding/payment (code F), a routine step employers take when equity awards vest; such withholding sales are common and do not necessarily signal the insider's view on the company stock.
• For derivatives/awards: RSUs are rights to receive shares upon vesting; PSUs are performance-based units that became shares when performance/vesting conditions were met.