Form 8-K

8-K — BOYD GAMING CORP

Accession: 0001437749-26-021700

Filed: 2026-06-25

Period: 2026-06-22

CIK: 0000906553

SIC: 7011 (HOTELS & MOTELS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — bgc20260623_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 - PRESS RELEASE (ex_980314.htm)

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0000906553

2026-06-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

__________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 22, 2026

Boyd Gaming Corporation

(Exact Name of Registrant as Specified in its Charter)

Nevada

001-12882

88-0242733

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

6465 South Rainbow Boulevard

Las Vegas, Nevada 89118

(Address of Principal Executive Offices, Including Zip Code)

(702) 792-7200

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

BYD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2026, the Board of Directors (the "Board") of Boyd Gaming Corporation (the "Company") appointed Stacia J. Andersen and George C. Roeth as members of the Board, effective on that date. In connection with Ms. Andersen's and Mr. Roeth's appointments, the Board increased its size from eight to ten members, with seven of those members, including Ms. Andersen and Mr. Roeth, qualifying as independent under the listing standards of the New York Stock Exchange and the Company's Corporate Governance Guidelines.

Ms. Andersen and Mr. Roeth will each be paid compensation as a director as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 20, 2026, under the heading "Director Compensation."

As of the date of this report, Ms. Andersen and Mr. Roeth have not been appointed to any committees of the Board. The Company intends to file an amendment to this Current Report on Form 8-K to disclose the committee assignments of Ms. Andersen and Mr. Roeth when such assignments are determined by the Board.

No family relationship exists between either Ms. Andersen or Mr. Roeth and any of the Company's directors or executive officers. There are no related party transactions in which Ms. Andersen, Mr. Roeth, or any of their respective immediate family members has an interest that would require disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Andersen or Mr. Roeth and any other person pursuant to which either was selected as a director.

Item 7.01. Regulation FD Disclosure.

On June 25, 2026, the Company issued a press release announcing the appointment of Ms. Andersen and Mr. Roeth to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

The information set forth in this Item 7.01 of this Current Report on Form 8-K and the accompanying Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

99.1

Press Release, dated June 25, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 25, 2026

BOYD GAMING CORPORATION

By: /s/ Uri Clinton

Uri Clinton

Chief Legal and Development Officer

EX-99.1 — EXHIBIT 99.1 - PRESS RELEASE

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Exhibit 99.1

BOYD GAMING APPOINTS STACIA ANDERSEN, GEORGE ROETH

TO BOARD OF DIRECTORS

LAS VEGAS – JUNE 25, 2026 – Boyd Gaming Corporation (NYSE: BYD) today announced the appointment of Stacia J. Andersen and George C. Roeth to its Board of Directors.

Andersen is the former Executive Vice President and Chief Customer Officer for PetSmart LLC, one of the nation’s largest pet supply retailers. Prior to joining PetSmart in 2019, Andersen served as President of Abercrombie & Fitch, and previously held several senior executive roles during a 20-year career at Target Corporation. She currently serves on the Board of Directors of Wolverine World Wide, a leading footwear manufacturing company.

Roeth is the former Chief Executive Officer of Central Garden and Pet, a leading publicly traded company in pet and garden supplies. Prior to joining Central Garden and Pet, Roeth spent 27 years in various marketing and executive roles at The Clorox Company, including co-Chief Operating Officer. Roeth currently serves as Lead Director of Oil-Dri Corporation of America, a leading manufacturer of and supplier of specialty sorbent materials, and is also an Executive Advisor to Gryphon Investors Inc., a private investment firm with more than $10 billion in assets under management.

About Boyd Gaming

Founded in 1975, Boyd Gaming Corporation (NYSE: BYD) is a leading geographically diversified operator of 27 gaming entertainment properties in 11 states. The Company also manages a tribal casino in northern California, and owns and operates Boyd Interactive, a B2B and B2C online casino gaming business. Boyd Gaming’s nationwide portfolio is connected through Boyd Rewards, recognized as the nation’s favorite casino loyalty program by readers of both USA Today and Newsweek. Named by Forbes magazine as one of “America’s Best Companies,” and led by one of the most experienced teams in the industry, Boyd Gaming is dedicated to delivering an outstanding entertainment experience and memorable guest service. For additional Company information and press releases, visit https://www.boydgaming.com.

Financial Contact:

Media Contact:

Josh Hirsberg

David Strow

(702) 792-7234

(702) 792-7386

joshhirsberg@boydgaming.com

davidstrow@boydgaming.com

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