Thompson Stephen S. 4

What Happened

• Stephen S. Thompson, Chief Administrative Officer of Boyd Gaming Corp (BYD), received 15,798 shares on Feb 22, 2026 as the vesting of performance share units (PSUs). These shares were recorded at $0.00 acquisition price (award).
• To cover tax obligations, 12,868 of those shares were withheld/disposed at an implied value of $86.20 per share, totaling approximately $1,109,222. This withholding is a tax/settlement action, not an open-market sale.

Key Details

• Transaction dates: Feb 22, 2026 (award and tax withholding); Form 4 filed Feb 23, 2026.
• Award: 15,798 shares acquired (code A) at $0.00.
• Withholding: 12,868 shares disposed (code F) at $86.20 each; proceeds/withheld value ≈ $1,109,222.
• Footnotes: F1 = shares represent vested Performance Share Units; F2 = shares held by Stephen S. and Debra L. Thompson Trust dated Dec 17, 2015.
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Filing timeliness: Form 4 filed the day after the transaction; no late-filing indicator shown.

Context

• This was a grant/vesting event (PSUs converting to shares) with shares withheld to satisfy tax liabilities — a common administrative action and not a market sale signaling sentiment.
• For retail investors, vested awards increase insider ownership on record before withholding; withheld shares are routine and do not necessarily reflect buying or selling intent.