Form 4: Boyd Gaming Executive Chairman's Equity Update

Marianne Boyd Johnson, Executive Chairman of Boyd Gaming Corp, reported the vesting of performance share units and a related tax withholding transaction.

Summary

• Marianne Boyd Johnson, Executive Chairman, Director, and 10% Owner of Boyd Gaming Corp (BYD), reported changes in her beneficial ownership.
• On February 22, 2026, 8,953 shares of common stock vested from Performance Share Units (PSUs) at a price of $0.00.
• Concurrently, 3,524 shares of common stock were disposed of at $86.2 per share, likely for tax withholding purposes related to the PSU vesting.
• Following these transactions, Johnson directly owns 39,088 shares of common stock.
• Indirect beneficial ownership totals 13,172,703 shares held through various trusts and limited liability companies, including the Marianne Boyd Johnson Gaming Properties Trust, BG-00 Limited Partnership, WSB-BYD, LLC, Johnson Children's Trust Dated 6/24/96, Justin Boyd Education Trust Dated 11/1/99, BG-SUB, LLC, and BYD-SST LLC.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. The vesting of PSUs indicates performance targets were met, which is positive, while the related tax sale is a routine administrative action.

Positives

• The vesting of 8,953 Performance Share Units indicates the achievement of performance targets, reflecting positively on the company's operational performance and management incentives.
• The acquisition of shares at $0.00 represents a non-cash compensation benefit to the Executive Chairman.

Negatives

• The disposition of 3,524 shares, while likely for tax purposes, reduces the direct beneficial ownership of the Executive Chairman.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4 filing.

Industry Context

StockSavvy.ai notes that insider transaction reports like this Form 4 are standard disclosures and typically do not reflect broader industry trends unless they involve unusually large or frequent transactions. The vesting of PSUs is a common executive compensation practice in the gaming industry, aligning management incentives with long-term company performance.

Related Party Transactions

• The indirect ownership through various trusts and limited liability companies where Marianne Boyd Johnson serves as a trustee, settlor, beneficiary, or manager, represents related party dealings in terms of beneficial ownership structure.

Stakeholder Impact

• Shareholders: The vesting of PSUs aligns management's interests with shareholder value creation. The tax-related sale is a minor administrative event.
• Employees: No direct impact on general employees.
• Customers/Suppliers/Creditors: No direct impact.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation (PSU vesting and tax withholding). It does not provide new material information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transactions are expected and administrative in nature, thus a 'hold' recommendation is maintained based solely on this filing.

Keywords

Boyd Gaming, BYD, Form 4, Insider Trading, Beneficial Ownership, Performance Share Units, PSU Vesting, Executive Compensation, Marianne Boyd Johnson, Gaming Industry