bgc20251223_8k.htm
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0000906553
0000906553
2025-12-29
2025-12-29
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): December 29, 2025
Boyd Gaming Corporation
(Exact Name of Registrant as Specified in its Charter)
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Nevada
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001-12882
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88-0242733
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.01 par value
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BYD
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New York Stock Exchange
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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 8.01. Other Events.
During December 2025, Boyd Gaming Corporation (the "Company"), entered into purchase agreements to reduce the economic cost of satisfying the Company’s 2025 federal income tax obligations by purchasing at a discounted price certain renewable energy investment tax credits ("ITCs") generated by developers of various renewable energy and storage projects under Sections 48 and 48E of the Internal Revenue Code of 1986, as amended. Such agreements (collectively, the "ITC Purchase Agreements") involve the purchase of ITCs in aggregate amounts, not to exceed approximately $465 million.
Pursuant to the ITC Purchase Agreements, in the event, and to the extent, that the ITCs are not effectively transferred or determined to be invalid, the Company is indemnified for attributable losses, subject to certain customary limitations.
The Company’s obligation to fulfill its payment obligations pursuant to the ITC Purchase Agreements is subject to customary conditions. The ITC Purchase Agreements also contain customary representations, warranties and covenants. The ITC Purchase Agreements contain certain termination rights of the parties, including if the actions necessary to effectuate the transfer of the ITCs with the Internal Revenue Service have not been consummated by September 15, 2026.
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.
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Date: December 29, 2025
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BOYD GAMING CORPORATION
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By: /s/ Lori M. Nelson
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Lori M. Nelson
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Senior Vice President Financial Operations and Reporting and Chief Accounting Officer |