UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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): ~~August 12~~September 23, 2025

LOGO

Boyd Gaming Corporation

(Exact Name of Registrant as Specified in its Charter)

Nevada	~~001-12882~~	88001-~~0242733~~12882	88-0242733
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(I.R.S. EmployerIdentification 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~~TradingSymbol(s)		Name of each exchangeon which registered
Common stock, $0.01 par value	~~BYD~~	~~New York Stock Exchange~~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 87.01. ~~Other~~ ~~Events~~Regulation FD Disclosure.

OnBoyd ~~August~~Gaming ~~12,~~Corporation ~~2025,~~ (the ~~Board~~“Company”) ofrecently ~~Directors~~experienced ofa ~~Boyd~~cybersecurity ~~Gaming~~incident ~~Corporation~~in ~~declared~~which aan ~~cash~~unauthorized ~~dividend~~third ofparty ~~$0.18~~accessed ~~per~~our ~~share,~~internal ~~payable~~IT ~~October~~system. The ~~15,~~cybersecurity ~~2025,~~incident tohas ~~shareholders~~had ofno ~~record~~impact on ~~September~~the ~~15,~~Company’s ~~2025~~properties or business operations.

2Upon detecting the incident, the Company promptly took steps to respond to the incident with the assistance of leading external cybersecurity experts and in cooperation with federal law enforcement authorities.

The Company has determined that the unauthorized third party removed certain data from the Company’s IT systems, including information about employees and a limited number of other individuals. The Company is notifying impacted individuals and has or will notify its various regulators and other governmental agencies as required.

As of the date of this filing, the Company believes that the incident will not have a material adverse effect on the Company’s financial condition or results of operations. The Company maintains a comprehensive cybersecurity insurance policy, which we expect will cover costs associated with incident response and forensic investigations, as well as business interruptions, legal actions and regulatory fines, if any, subject to policy limits and deductibles.

The information included in Item 7.01 of this Current Report on Form 8-K is being furnished and 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 into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.

Forward-looking Statements and Company Information

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements contain words such as “may,” “will,” “might,” “expect,” “believe,” “anticipate,” “could,” “would,” “estimate,” “continue,” “pursue,” or the negative thereof or comparable terminology, and may include (without limitation) information regarding the Company’s expectations, goals or intentions regarding future performance. These forward-looking statements are based on the current beliefs and expectations of management and involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond Boyd Gaming’s ability to control or estimate precisely.

Factors that might cause the Company’s actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: the Company’s ongoing assessment of the impacts of the cybersecurity incident, including the Company’s potential discovery of additional information related to the incident in connection with its investigation or otherwise; the Company’s expectations regarding its ability to contain and remediate the cybersecurity incident; the impact of the cybersecurity incident on the Company’s relationships with customers, employees, and governmental regulators; the legal, reputational, and financial risks resulting from the cybersecurity incident, including as may arise from any potential regulatory inquiries and/or litigation to which the Company may become subject in connection with the incident; remediation and other additional costs that may be incurred by the Company in connection with the investigation and remediation of the incident; and the risks discussed under the heading “Risk Factors” and in other sections of the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and in the Company’s other current and periodic reports filed from time to time with the SEC. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. All forward-looking statements in this report are made as of the date hereof, based on information available to the Company as of the date hereof, and the Company assumes no obligation to update any forward-looking statement.

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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: August 14, 2025	BOYD GAMING CORPORATION
Date: September 23, 2025		BOYD GAMING CORPORATION
	By: /s/ Lori M. Nelson
		By:	/s/ Josh Hirsberg
	Lori M. Nelson
			Josh Hirsberg Executive Vice President, Chief Financial Officer and Treasurer
	Senior Vice President Financial Operations and Reporting and Chief Accounting Officer

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