BYD 10-K & 10-Q changes, risk factors and insider trading

In 2008, we experienced a profound reduction in consumer demand as a result of the economic recession in the U.S. economy, and we are now experiencing the impacts of inflation,inflation and other economic factors, which are significantly impacting customer visitations and business revenue. Consumer spending habits changed significantly due to the recession in 2008, and we expect that consumer behavior due to inflation and other economic factors may be similarly altered for an extended period of time. Because our business model relies on consumer expenditures on entertainment, luxury and other discretionary items, an ongoing economic downturn could materially adversely affect our operating results and financial condition.

We rely extensively on our computer systems to process customer transactions, manage customer and employee data, and communicate with third-party vendors and other third parties, and we may also access the internet to use our computer systems. Our operations require that we collect and store customer and employee data, including credit card numbers and other personal information, for various business purposes, including marketing and promotional purposes. We also collect and store personal information about our employees. Breaches of our security measures or information technology systems or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive personal information or confidential data about us, or our customers, or our employees, including the potential loss or disclosure of such information as a result of hacking or other cyber-attack, computer virus, fraudulent use by customers, employees or employees of third party vendors, trickery or other forms of deception or unauthorized use, or due to system failure, could expose us, our customers, our employees or other individuals affected to a risk of loss or misuse of this information, result in litigation and potential liability for us, damage our casino or brand names and reputations or otherwise harm our business, financial condition, and results of operations. We rely on proprietary and commercially available systems, software, tools and monitoring to provide security for processing, transmitting, and storing of customer information, such as payment card, employee information and other confidential or proprietary information. Our data security measures are reviewed and evaluated regularly; however, they might not protect us against increasingly sophisticated and aggressive threats, and disruptions in our computer systems can occur notwithstanding the data security measures and disaster recovery plans that we have in place. Further, our systems are not fully redundant, and our disaster recovery planning cannot account for all possible scenarios. The cost and operational consequences of implementing further data security measures could be significant.

Additionally, the collection of customer and employee personal information imposes various privacy compliance-related obligations on our business and increases the risks associated with a breach or failure of the integrity of our information technology systems. The collection and use of personal data are governed by privacy laws and regulations enacted by the various states, the United States federal government of the United States,government, and various foreign jurisdictions. Privacy laws and regulations continue to evolve and on occasion may be inconsistent between jurisdictions. CaliforniaFor has enactedexample, the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act of 2020, collectively, the "CCPA"), which provides to California consumers certain access, deletion and opt-out rights related to their personal information, imposes civil penalties for violations and affords, in certain cases, a private right of action for data breaches. Compliance with the CCPA may require us to incur significant costs and expenses. Similar laws have been passed or proposed in other states and at a federal level, reflecting a trend toward more stringent privacy legislation in the United States. In addition to fines and penalties that may be imposed for failure to comply with state law, some states provide for private rights of action to customers for misuse of or unauthorized access to personal information.

The gaming industry is highly competitive for both customers and employees, including those at the management level. We compete with numerous gaming entertainment properties. We also compete with other non-gaming resorts and vacation destinations and with various other casino and entertainment businesses, including online gaming websites,websites and mobile applications, and could compete with any new forms of gaming that may be legalized in the future. For example, there has been recent expansion of sports betting in various states with legislation allowing for sports betting in casinos and/or online. Expansion of traditional and online gaming in jurisdictions where we do not operate could create additional competition. The casino entertainment business is characterized by competitors that vary considerably in their size, type of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, amenities, management talent and geographic diversity. We face competition from nearby markets in addition to direct competition within our market areas. Furthermore, competition from online platforms continues to increase.

In accordance with the authoritative accounting guidance for goodwill and other intangible assets, we test our goodwill and indefinite-lived intangible assets for impairment annually or if a triggering event occurs. We also test our long-lived assets for impairment if a triggering event occurs. We perform our annual impairment testing for goodwill and indefinite-lived intangible assets as of October 1. Impairment charges of $10.5$128.4 million, $107.8$10.5 million and $40.8$107.8 million were recorded as a result of our 2024,2025, 20232024 and 20222023 impairment tests and triggering event reviews, respectively.

We can give no assurance that any additional licenses, permits and approvals that may be required will be givengranted or that existing ones will be renewed. Renewal is subject to, among other things, continued satisfaction of suitability requirements. Any failure to renew or maintain our licenses or to receive new licenses when necessary could have a material adverse effect on us.

From time-to-time, federal, state, and local legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry. For example, the federal government has considered a federal tax on casino revenues. In addition, worsening economic conditions could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes, property taxes and/or by authorizing additional gaming properties each subject to payment of a new license fee. It is not possible to determine with certainty the likelihood of changes in suchthe lawsapplicability or in the administration of such laws. Such changes, if adopted, could have a material adverse effect on our financial condition, results of operations, and cash flows.

Snowstorms and other adverse weather conditions have interrupted our operations, damaged our properties and reduced the number of customers who visit our facilities in an affected area. Likewise, some of our properties have been forced to close for extended periods due to floods and hurricanes, and certain of our properties are in areas that have been identified by the director of the Federal Emergency Management Agency ("FEMA") as a special flood hazard area. If there is a prolonged disruption at any of our properties due to natural disasters or other catastrophic weather events, our business, results of operations and financial condition could be materially adversely affected. In addition, the operations of critical suppliers could be negatively impacted by severe weather conditions, andwhich whichcould adversely affect our business.

The California, Fremont and Main Street Station draw a substantial portion of their customers from the Hawaiian market, with such customers historically comprising more thanapproximately half of the room nights sold at each property. Decreases in discretionary consumer spending, as well as an increase in fuel costs or transportation prices, a decrease in airplane seat availability, or a deterioration of relations with tour and travel agents, particularly as they affect travel between the Hawaiian market and our facilities, could adversely affect our business, financial condition and results of operations. In recent years, this portion of our business was substantially disrupted due to the COVID-19 pandemic, including as a result of travel restrictions and quarantine requirements in Hawaii.

Some of our hotels and casinos are located on leased property. If we default on one or more leases, the applicable lessors could terminate the affected leasesleases, and we could lose possession of the affected hotel and/or casino.

We lease certain property on which our hotels and gaming facilities are located. As a lessee, we have the right to use the leased land, including the structures on such land; however, we do not retain fee ownership in the property. Accordingly, we have no interest in the land or improvements thereon at the expiration of the leases.lease. Moreover, since we do not completely control the land underlying such property, a landowner could take certain actions to disrupt our rights in the land leased under thea long-term leases.lease. While such interruption is unlikely, such events are beyond our control. If the entity owning any property chose to disrupt our use either permanently or for a significant period of time, then the value of our assets could be impaired and our business, financial condition and results of operations could be adversely affected. If we were to default on any one or more of these leases, the applicable lessors could terminate the affected leases, and we could lose possession of the affected property, including the underlying land, hotels and casinos. This could have a material adverse effect on our business, financial condition and results of operations. In addition, if some of our leased facilities should prove to beare unprofitable, we could remain obligated for lease payments and other obligations under the leases even if we decided to withdrawwithdrew from those locations.

In the past, we have incurred significant indebtedness to fund the growth and development of our business. We and our subsidiaries had approximately $3.2$2.1 billion of long-term debt on a consolidated basis as of December 31, 2024 (of2025, which approximately $1.3$0.2 billion was outstanding under the Credit Facility) (as defined below in "Management's Discussion and whichAnalysis includedof Financial Condition and Results of Operations - Liquidity and Capital Resources - Indebtedness"), and excluded approximately $44.0 million of current maturities of long-term debt and excludes approximately $13.0$12.7 million in aggregate outstanding letters of credit. In addition, an aggregate amount of approximately $895.7$1,276.6 million was available for borrowing under the Revolving Credit Facility (as defined below in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Indebtedness") as of December 31, 2024.2025.

Note 7, Long-Term Debt, included in the notes to our audited consolidated financial statements presented in Part II, Item 8, contains further disclosure regarding our current outstanding debt. In addition, Note 16, Subsequent Events, includes further disclosure regarding our Amended and Restated Credit Agreement entered into on January 21, 2026.

Our ability to make paymentspayments, onrefinance, andor tootherwise refinanceservice our indebtedness and to fund planned capital expenditures and expansion efforts depends on our ability to generate cash. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control, including rising interest rates.

It is unlikely that ourOur business willmay not generate sufficient cash flows from operationsoperations, or thatand future borrowings willmay not be available to us under the Credit Facility in amounts sufficient for us to retire our current indebtedness as such indebtedness matures,matures and to fund our other liquidity needs. WeIf believeour thatcash flows from operations are insufficient, or if access to capital under our Credit Facility or other financing sources is limited, we willmay needbe required to refinance all or a portion of our current indebtedness atas it matures or beforeseek maturityalternative andsources cannotof provideliquidity. assurancesThere can be no assurance that werefinancing or other financing will be able to refinance any of our current indebtedness, including amounts borrowed under the Credit Facilityavailable on commercially reasonable terms, or at all. WeIn such circumstances, we may havebe required to adoptadjust oneour oroperating moreplans, alternatives,including such asby reducing or delaying planned expenses and capital expenditures, sellingdisposing of assets, restructuring debt, or obtainingpursuing additional equity or debtalternative financing or joint venture partners. These financing strategies may not be achieved on satisfactory terms, or at all.arrangements. In addition, certain state laws contain restrictions on the ability of companies engaged in the gaming business to undertake certain financing transactions. Such restrictions may prevent us from obtaining the necessary capital to meet our current repayment obligations.

Current and future economic, capital and credit market conditions could adversely affect our ability to service our substantial indebtedness and significantother financial commitments or make planned expenditures.

Our ability to make payments on our substantial indebtedness and other significant financial commitments, including the rent payments under our leases, and to fund planned or committed capital expenditures and other investments depends on our ability to generate cash flow, borrow under the Credit Facility or incur new indebtedness. Capital market volatility and prevailing high interest rates increases our cost of capital. Additionally, borrowings under certain of our facilities are at variable rates of interest and expose us to interest rate volatility. If interest rates increase, our debt service obligations on certain of our variable rate indebtedness will increase even though the amount borrowed remains the same. Our ability to timely refinance and replace our indebtedness,indebtedness on attractive terms or at all,all will be significantly influenced by the economic and capital market conditions at the time of such refinancing. If we are unable to refinance our indebtedness on a timely basis or if attractive financing terms are not available to us, we might be forced to seek alternate forms of financing, dispose of certain assets or minimize capital expenditures and other investments. There is no assurance that any of these alternatives would be available to us, if at all, on satisfactory terms.

We lease the real estate of Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park (each an "OpCo," and collectively the "OpCos") from GLPI, pursuant to two triple net REIT Master Leases (the "Master Leases"). Current annual rent under the Master Leases is $111.4$113.8 million, with rental increases over time. The Master Leases also include substantial additional obligations that may require future uses of free cash flow, including obligations to maintain and repair the properties,properties includingand minimum annual capital investment requirements,requirements. andThe providesMaster Leases also provide that we have assumedassume the risk of loss with respect to any casualty or condemnation event, includingand thewe obligationmay be required to repair or rebuild the facility.facility in such event.

These obligations, should the circumstances arise, could significantly impact free cash flow and could adversely impact our ability to invest in our operations or seek additional development or strategic opportunities. For example, our obligations under the Master Leases may limit our ability to:

Marianne Boyd Johnson, our Executive Chairman of the Board of Directors,Chairman, together with her immediate family, beneficially owned approximately 27%30% of the Company's outstanding shares of common stock as of December 31, 2024.2025. As such, the Boyd family has the ability tocould significantly influence our affairs, including electing the members of our Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation, or sale of assets.

The following discussion should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information included in this Annual Report on Form 10-K. For the year ended December 31, 2022,2023, and changes from the year ended December 31, 20222023 to the year ended December 31, 2023,2024, management’s discussion and analysis pertaining to our financial condition, changes in our financial condition, and the results of our operations have been omitted from this MD&A and may be found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations as included in our Annual Report on Form 10-K for the year ended December 31, 2024. In 2025, the Company separated out online reimbursements revenue from online revenue and online reimbursements expense from online expense and recast its consolidated statements of operations to reflect these changes, as discussed further in Note 1, Summary of Significant Accounting Policies - Recasted Consolidated Statements of Operations. Given this recast, the Company has provided changes for the year ended December 31, 2023 to the year ended December 31, 2024 for the revenue sources, including online revenue and online reimbursements revenue, that were impacted by the recast. The disaggregation of online reimbursements revenue from online revenue and online reimbursements expense from online expense did not impact the Company's total revenues, net income or earnings per share as previously reported for 2024 and 2023. In addition to the historical information, certain statements in this discussion are forward-looking statements based on current expectations that involve risks and uncertainties. Actual results and the timing of certain events may differ significantly from those projected in such forward-looking statements.

Our primary areas of focus are: (i) growing revenues and building loyalty among our core customers; (ii) ensuring our existing operations are managed as efficiently as possible and remain positioned for growth; (iii) maintaining the strength of our balance sheet, including our leverage ratios, and finding opportunities to diversify and increase cash flow; (iv) returning capital to shareholders through share repurchases and dividends; (v) furtheringinvesting in our corporateexisting socialoperations responsibilityto ("CSR") initiatives, includingenhance our continued efforts to strive to reduce our consumption of natural resources; (vi) pursuing online gaming opportunities to build a regional online casino business as states allow online casino gaming inofferings and aroundremain thepositioned statesfor we operategrowth; and (viivi) successfully pursuing our growth strategy, which is built on identifying development opportunities in our existing portfolio and acquiring assets that we believe are a strategic fit and provide an appropriate return to our shareholders.

As of December 31, 2024,2025, we had 28 wholly owned27 gaming entertainment properties. Headquartered in Las Vegas, Nevada, we have geographically diversified gaming entertainment properties in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, OhioOhio, Pennsylvania and Pennsylvania.Virginia. In addition, we own and operate Boyd Interactive, a B2B and B2C online casino gaming business. We also manage the Sky River Casino located in California under a management agreement with Wilton Rancheria. We have the following four reportable segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online, (collectively "Reportable Segments"). The Las Vegas Locals, Downtown Las Vegas and Midwest & South segments include the operating results of our gaming entertainment properties. The Online segment includes the operating results of our online gaming operationsbusiness, throughincluding collaborativethe arrangementsacquisition on September 1, 2024 of Boyd Digital (collectively, "Boyd Interactive"), and online market access fees from our agreements with third parties throughout the United States and the operations from our acquisitions of Pala Interactive and Pala Canada on November 1, 2022 and Resorts Digital on September 1, 2024 (collectively, "Boyd Interactive").States. To reconcile Reportable Segments information to the consolidated information, the Company has aggregated nonreportable operating segments into a Managed & Other category. The Managed & Other category includes management fees earned under our management contract with Wilton Rancheria for the management of Sky River Casino in northern California and the operating results of Lattner, our Illinois distributed gaming operator.

We are committed to maintaining a strong balance sheet and finding opportunities to diversify and increase our cash flow. We are also committed to a balanced capital allocation approach with our cash flows, with a current emphasis on investing in our business and returning capital to shareholders. The aggregate cash proceeds from the FanDuel Equity Sale during the third quarter of 2025 were used primarily to repay outstanding borrowings under our Credit Facility.

The ability of our Team Members to deliver great "Boyd Style" customer service helps distinguish our Company and our brands from our competitors. Our Team Members are an important reason that our customers continue to choose our properties over the competition across the country. In addition, we have established nationwide branding through our "Boyd Rewards" loyalty program. Our players use their Boyd Rewards cards to earn and redeem points at all of our gaming entertainment properties and online casino gaming offerings. Boyd Rewards, among other benefits, rewards players for their loyalty by entitling them to qualify for promotions and monetary discounts, earn rewards toward gaming and nongaming activities and receive benefits such as vacations and luxury gifts.

For the year ended December 31, 2024,2025, net income was $578.0$1,838.9 million, compared with net income of $620.0$578.0 million for the prior year. This decreaseincrease was primarily duedriven toby the following: (i) $41.2a $1,748.0 million gain on the FanDuel Equity Sale in the third quarter of 2025; offset by (ii) a $316.7 million increase in the income tax provision asprimarily 2023driven benefited fromby the releaseFanDuel ofEquity state tax valuation allowances of $35.9 millionSale; (ii) $22.3 million interest income decline due to a reduction in interest earned on the Wilton Note during 2024, as the principal outstanding under the Wilton Note was fully repaid in the first quarter; (iii) $6.2 million increase in interest expense from the prior year comparable period due to an increase in the weighted average long-term debt balance of $42.2 million;and offset by (iviii) anthe increase$179.4 million decrease in operating income of $25.9 million,income, as discussed above.

We derive the majority of our revenues from our gaming operations, which generated approximately 66%64% and 70%66% of our revenues in 20242025 and 2023,2024, respectively. Online reimbursements revenues, includingwhich include reimbursements received from our third-party operators for gaming taxes and other expenses we pay under collaborativethe arrangements,market access agreements, represent our next most significant revenue source, generating 15%14% and 11% of our revenues in 20242025 and 2023,2024, respectively. Food & beverage revenues, room revenues, online revenues, management fee revenues and other revenues each separately contributed 8% or less than 8% of revenues in each of 20242025 and 2023.2024.

Gaming revenues are comprised primarily of the net win from our slot machine operations and to a lesser extent from table games win. The $29.4$54.2 million, or 1.1%,2.1%, decreaseincrease in gaming revenues during 20242025 as compared to the prior year, was primarily due to declinesincreases in table game hold of 1.5%, table game drop of 1.3% and slot handle of 0.3%. Gaming revenues were impacted primarily by winter storms throughout the Midwest & South in January2.8% and competitiveslot pressureswin throughoutof the year in the Las Vegas Locals segment after a new competitor entered the market in December 2023, both as discussed above.2.5%.

Food & beverage revenues increased $15.1$6.7 million, or 5.2%,2.2%, during 20242025 as compared to prior year, primarily due to an increase in average guest check of 6.1%.7.0%, offset by a 2.8% decrease in food covers. Food & beverage margin for the year ended December 31, 2025, decreased to 14.4% from 16.3% for the prior year comparable period, primarily due to a 9.6% increase in cost per guest served.

Room revenues increaseddecreased $5.5$13.3 million, or 2.8%,6.5%, in 20242025 compared to 20232024 due primarily to ana increasedecline in average daily rate of 3.4% and hotel occupancy rate of 1.5%.0.9%. Room margin for the year ended December 31, 2025, declined to 59.7% from 62.1% for the prior year, primarily due to a 2.9% increase in cost per room.

Online revenues increased $184.0$61.6 millionmillion, or 65.3%, in 2024 compared to 2023 due primarily driven by an increase of $122.5 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners,to a $38.1 million increase in revenue under our market access agreements,fees, including $32.1 million of one-time market access fees, and a $23.4 million increase in revenue from Boyd Interactive's operations,Interactive, inclusive of ResortsBoyd Digital upon acquisition on September 1, 2024.

We determine profitability based on Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent ("Adjusted EBITDAR"), which represents earnings before interest expense, interest income, income taxes, depreciation and amortization, deferred rent, master lease rent expense, other operating items, net, share-based compensation expense, project development, preopening and writedown expenses, impairments of assets, gain or loss on early extinguishments and modifications of debtdebt, net income (loss) attributable to noncontrolling interest and other items, net, as applicable. Reportable Segment Adjusted EBITDAR is the aggregate sum of the Adjusted EBITDAR for each of the gaming entertainment properties included in our Las Vegas Locals, Downtown Las Vegas, and Midwest & South segments and our Online segment. Results for Downtown Las Vegas include the results of our travel agency located in Hawaii. Results for our nonreportable operating segments, including Lattner and our Sky River Casino management feesfees, are aggregated in the Managed & Other category. Corporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other expenses not directly related to our casino, hotel and online operations. Furthermore, for purposes of this presentation, corporate expense excludes its portion of share-based compensation expense.

The following table presents our total revenues and Adjusted EBITDAR by Reportable Segment and our Managed & Other category to reconcile to total revenuerevenues and total Adjusted EBITDAR:

(1) Refer to Note 14, Segment Information, in the notes to the consolidated financial statements for a reconciliation of Adjusted EBITDAR to net income,income attributable to Boyd Gaming, as reported in accordance with GAAP in our accompanying consolidated statements of operations.

Adjusted EBITDAR decreased $42.5$7.9 million, or 9.0%,1.8%, during 20242025 as compared to the prior year, due primarily to the gaming$13.4 million room revenue decline combined with revenue mix changes, with higher margin room revenues declinein discussed2025 abovedecreasing from the prior year and overalllower costmargin pressures,food primarily& beverage revenues in labor2025 asincreasing we completed our efforts in 2023 to increaseover the hourlyprior minimum rate to $15 per hour for all non-tipped, non-represented positions and also property insurance.year.

AdjustedTotal EBITDARrevenues decreased $2.2$1.4 million, or 2.6%,0.6%, during 20242025 as compared to the prior year,year. Gaming revenues decreased $1.9 million primarily due to wagea increases1.7% fromdecrease ourin minimumboth wageslot increasehandle and alsoslot property insurance cost increases.win.

Total revenues increased $21.5$53.2 million, or 1.1%,2.6%, in 20242025 as compared to 2023,2024, reflecting revenue increases in all departmental categories. Gaming revenues increased $47.4 million which was attributable to increases in table game hold of 4.1%, slot handle of 3.8% and slot win of 2.9% over the prior year. Food & beverage revenue increased $12.9$3.4 million, which was driven by a 7.2%7.5% increase in average guest check, offset by a 5.0%4.7% decrease in food covers. Gaming revenues increased $6.0 million primarily due to increases in table game hold of 1.4% and slot win of 1.0%. TheseThe increases were primarily driven by strong third and fourth quarter performances at Treasure Chest, which opened its new land-based casino in June 2024.

Adjusted EBITDAR decreasedincreased $16.0$11.9 million, or 2.0%,1.6%, in 20242025 as compared to 2023,2024, due primarily to propertythe insurancerevenue increases discussed above and wagea increasesfull asyear weof increasedcontributions thefrom minimumTreasure wageChest's new land-based casino after opening in theJune prior year, all as discussed above.2024.

Online revenues increased $184.0$102.1 million, or 43.6%,16.8%, in 20242025 as compared to 2023,2024, primarily driven by an increase of $122.5$125.7 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners, a $38.1 million increase in revenue under our market access agreements, including $32.1 million of one-time market access fees,partners and a $23.4$32.9 million increase in revenue from Boyd Interactive's operations, inclusivedriven by the acquisition of ResortsBoyd Digital upon acquisition on September 1, 2024. Offsetting these increases, was a $56.5 million decrease in revenue related to the market access agreement changes in the latter half of 2025 and the $32.1 million of one-time market access fees in 2024, as discussed above.

In 2024,2025, total revenues increased by $12.1$12.4 million and Adjusted EBITDAR increased by $11.7$12.0 million, as compared to 2023,2024, primarily due to ana $11.5$10.5 million increase in Sky River Casino management fees for 20242025 compared to 2023.2024.

Selling, general and administrative expenses include marketing, technology, compliance and risk, surveillance and security. These costs, as a percentage of revenues, were 10.9%10.6% and 10.4%10.9% for 20242025 and 2023,2024, respectively. While we continue to focus on our disciplined operating model and targeted marketing approach, selling, general and administrative expenses were favorably impacted by the increase in 2024online byreimbursements increasedrevenues wagesover the prior year. Absent online reimbursements revenues, selling, general and administrative expenses, as a resultpercentage of ourrevenues, minimumwere wageconsistent increasewith toprior $15 per hour and property insurance costs.year.

Maintenance and utilities expenses, as a percentage of revenues,remainedrevenues, remained generally consistent at 3.8%3.7% and 4.0%3.8% for 20242025 and 2023,2024, respectively. Similar to selling, general and administrative expenses, absent online reimbursements revenue, maintenance and utilities expenses, as a percentage of revenues, were consistent with prior year.

Project development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with various acquisition opportunities, strategic initiatives, dispositions and other business development activities in the ordinary course of business; (ii) certain costs of start-up activities that are expensed as incurred in our ongoing efforts to develop gaming activities in new jurisdictions and expenses related to other new business development activities that do not qualify as capital costs; (iii) asset writedowns; and (iv) realized gains arising from asset dispositions. Such costs are generally nonrecurring in nature and vary from period to period as the volume of underlying activities fluctuates. During 2025, the Company incurred $10.2 million in project development and preopening costs, primarily related to the opening of The Interim Gaming Hall in Norfolk, Virginia and other development projects and $4.7 million in asset writedowns, offset by $2.5 million in insurance proceeds related to an asset disposition. During 2024, the Company incurred $15.0 million in project development and preopening costs, primarily related to the opening of the Treasure Chest land-based casino and other development projects, $10.7 million in asset writedowns and $3.0 million in demolition costs. During 2023, the Company benefited from a $20.1 million reduction of the allowance on the Wilton Note for development advances over the last 10 years prior to the Sky River Casino opening offset by preopening costs of $10.0 million.

ImpairmentDuring 2024, as a result of assetsour infirst 2024 includes non-cashquarter impairment chargesreview, the Company recorded an impairment charge of $10.5 million for a gaming license right related to our Midwest & South segment primarily related to a decline in operational performance.

Other operating items, net, is generally comprised of miscellaneous non-recurring operating charges, including severance payments to separated employees, certain non-recurring litigation charges, natural disasters and severe weather impact, including hurricane and flood expenses, and subsequent recoveries of such costs, as applicable. The $15.4 million of other operating items, net in 2025, was primarily driven by severance with the closure of our Sam's Town Tunica property, weather-related expenses and miscellaneous non-recurring operating charges. The $5.4 million of other operating items, net in 2024, was primarily driven by non-recurring litigation reserves. During 2023, the $4.2 million favorable amount of other operating items, net, was primarily driven by a one-time settlement payment received.

The effective tax rate onduring income2025 and 2024 was 21.1% and 23.1%, respectively. Our tax rate for 2025, was favorably impacted from continuingthe operationspurchase duringof 2024renewable energy tax credits at a discount and 2023excess tax benefits related to equity compensation and unfavorably impacted by state taxes and nondeductible compensation. During 2025, there was 23.1%a andone-time 17.6%,discrete respectively.charge related to the FanDuel Equity Sale which reduced our effective tax rate given specific state taxes that apply to the gain. Our effective tax ratesrate for 2024 and 2023 werewas unfavorably impacted by certain nondeductible expenses, including nondeductible compensation and employee benefit expenses, which were partially offset by the inclusion of excess tax benefits related to equity compensation, as a component of the provision for income taxes. The 2024 effective tax rate was unfavorably impacted by state taxes and favorably impacted by foreign tax benefits. The 2023 effective tax rate was favorably impacted by the release of state valuation allowances and foreign tax benefits.

The Internal Revenue Service ("IRS") has selected our federal corporate income tax return for the tax year ended December 31, 2021, for examination. The IRS examination began in the second quarter of 2024 and iswas stillclosed ongoing.in the second quarter of 2025 with no significant adjustments. As of December 31, 2024, and for the year then ended,2025, there were no changes to our unrecognized tax benefits to date.

We generally operate with minimal or negative levels of working capital in order to minimize borrowings and related interest costs. Our cash and cash equivalents balances were $316.7$353.4 million and $304.3$316.7 million at December 31, 20242025 and 2023,2024, respectively. In addition, we held restricted cash balances of $4.7$5.4 million and $3.7$4.7 million at December 31, 20242025 and 2023,2024, respectively. Our working capital deficit at December 31, 20242025 and 20232024 was $61.2$448.5 million and $67.0$61.2 million, respectively. The increase in our working capital deficit from December 31, 2024 to December 31, 2025 was driven by $371.3 million of current liabilities for the purchase of renewable energy tax credits.

We believe that current cash balances together with the available borrowing capacity under our Revolving Credit Facility (as defined in "Indebtedness" below) and cash flows from operating activities will be sufficient to meet our liquidity and capital resource needs for the next twelve months, including our projected operating requirements and maintenance capital expenditures. See "Indebtedness", below,below for further detail regarding funds available through our Credit Facility.

(3) Sam's Town Hotel and Gambling Hall Tunica ("Sam's Town Tunica"), which was located in Tunica, Mississippi was permanently closed on November 9, 2025. Property results for Sam's Town Tunica for the three and six months ended MarchJune 31,30, 2025 were included in the Midwest & South segment.

(6) PropertyTransitional casino opened on November 7, 2025 and is a variable interest entity consolidated in our financial statements. The full casino resort is expected to open in late 2027.

Total revenues for the three months ended MarchJune 31,30, 2026 increased by $5.8$0.4 million, or 0.6%,million compared to the prior year comparable period, primarily due to the following: (i) an increase in gaming revenues of $11.8 million, or 1.8%, driven by an increase in slot win of 2.6%2.4% and slot handle of 1.5%1.6%; (ii) an increase in management fee revenue of $4.7 million related to our management of Sky River Casino; (iii) an increase in Boyd Interactive revenues of $6.5 million, driven by the acquisition of Design Works Studios, LLC ("Design Works") on April 1, 2026, as discussed in Note 1, Summary of Significant Accounting Policies, and organic growth from existing operations; partially offset by (iv) a decrease in online reimbursements revenue of $5.8$7.6 million, which relates to reimbursements of gaming taxes and other expenses paid on behalf of our online partners; and offset by (iiiv) a decrease in online revenue of $13.7 million, which was driven by a $15.1 million decrease in revenue from market access agreements withof $13.9 million, resulting from the termination of certain agreements starting in the third quarter of 2025 in connection with the FanDuel Equity Sale (as defined below) and in some instances, entry into new agreements at lower rates than those terminated.

Operating income decreased by $35.9$41.7 million, or 18.0%,17.2%, for the three months ended MarchJune 31,30, 2026, compared to the prior year comparable period, primarily due to (i) an increase in depreciation and amortization expense of $26.8$21.1 million, which was driven by: the completion of our meeting and convention space at Ameristar St. Charles in the third quarter of 2025, the opening of the transitional casino in Norfolk, Virginia in November 2025, the opening of Cadence Crossing in March 2026, investments in technology throughout 2025 and2025, hotel room renovations and new food & beverage concepts at multiple properties during the latter half of 2025 and into the first quarterhalf of 2026.2026; In(ii) addition,an increase in project development, preopening and writedowns expense increasedof $21.8$12.6 million, which was driven by an $8.8 million fromincrease the prior year comparable period. During the three months ended March 31, 2026, the Company incurred $18.2 million ofin costs related to demolition and asset writedowns and $2.0a $3.8 million ofincrease in preopening costs.costs; Finally,and operating(iii) incomea was unfavorably impacted by the $15.1$13.9 million decrease in revenue from our market access agreements, as discussed above. Market access fee revenue has minimal expenses associated with it such that an increase or decrease in market access fee revenue will have a greater impact on operating income than increases or decreases in other revenue streams. Operating income was favorably impacted by a $32.3 million decrease in impairment of assets over the prior year as the Company recorded long-lived asset impairment charges of $32.3 million during the first quarter of 2025 related to property and equipment in the Las Vegas Locals segment.

Net income decreased $6.6 $20.4 million for the three months ended MarchJune 31,30, 2026 , compared to the prior year comparable period, primarily due to the $35.9$41.7 million decrease in operating income, as discussed above, partially offset by a $20.0$19.1 million decrease in interest expense, which was driven by a $1.2$1.1 billion decrease in the weighted average outstanding debt balance combined with a 60-basis point decline in the weighted average interest rate. The decline in the weighted average outstanding debt balance was due to the full repayment of the then outstanding balances under the Prior Credit Facility in the third quarter of 2025 totaling $1,680.9 million with the proceeds from the sale of our 5% equity saleinterest in FanDuel ("FanDuel Equity Sale"), partially offset by $400.0the $559.4 million Termof Aaverage Loansoutstanding principal under the Credit Facility during the second quarter of 2026 (Prior Credit Facility, Term A LoansFacility and Credit Facility are all as defined below in "Liquidity and Capital Resources - Indebtedness ") in the first quarter of 2026. Net income was also favorably impacted by an $8.6 million decrease in the income tax provision driven by the decrease in operating income, as discussed above..

We derive the majority of our revenues from our gaming operations, which produced approximately 65% and 64%66% of revenues for the three and six months ended MarchJune 31,30, 2026 and 2025,65% respectively.of revenues for the three and six months ended June 30, 2025. Online reimbursements revenues, which include reimbursements received from our third-party operators for gaming taxes and other expenses we pay under market access arrangements,revenues represent our next most significant revenue source, generating 14%12% and 13% of revenues for the three threeand six months ended March 31,June 30, 2026 , respectively, and 202513% of revenues for both the three and six months ended June 30, 2025. , respectively . Food & beverage revenues, room revenues, online revenues, management fee revenues and other revenues each separately contributed 8% or less of revenues during these periods.

Gaming revenues are comprised primarily of the net win from our slot machine operations and to a lesser extent from table games win. The increase in gaming revenues of $11.8 million, or 1.8%, during the three months ended MarchJune 31,30, 2026, compared to the prior year comparable period, was primarily due to increases in slot win of 2.6%2.4% and slot handle of 1.5%.1.6%.

Food & beverage revenues increaseddecreased $1.6$0.5 million, or 2.2%,0.6%, during the three months ended MarchJune 31,30, 2026, compared to the prior year comparable period, primarily due to ana 2.6% decrease in food covers. Food & beverage margin for the three months ended June 30, 2026, decreased to 13.8% from 16.1% for the prior year comparable period, primarily due to a 2.4% increase in foodcost covers of 10.7%, offset by an 8.4% decrease in averageper guest check.served.

RoomFood & beverage revenues decreasedincreased $1.4$1.1 million, or 3.0%,0.8%, during the threesix months ended MarchJune 31,30, 2026, compared to the prior year comparable period, primarily due to aan declineincrease in average dailyguest ratecheck of 2.6%1.4%. offsetFood by& beverage margin for the six months ended June 30, 2026, decreased to 14.1% from 15.3% for the prior year comparable period, primarily due to a 1.9%2.8% increase in hotelcost occupancyper rate.guest served.

Online revenues decreased $13.7$7.3 million and $21.0 million during the three and six months ended MarchJune 31,30, 2026, respectively, compared to the prior year comparable period,periods driven by a $15.1 million decreasedecline in revenue from market access agreements primarilyof $13.9 million and $28.9 million during the three and six months ended June 30, 2026, respectively, due to the termination of certain market access agreements starting in the third quarter of 2025 in connection with the FanDuel Equity Sale and in some instances, entry into new agreements at lower rates than those terminated. OnlineThis marginsdecrease forwas partially offset by an increase in Boyd Interactive revenues of $6.5 million and $7.9 million during the three and six months ended MarchJune 31,30, 2026, decreasedrespectively, compared to 32.7% from 59.0% for the prior year comparable period,periods primarily driven by the Design Works acquisition on April 1, 2026 and organic growth from existing operations. Online margins decreased as compared to the prior year comparable periods for the three and six months ended June 30, 2026, to 34.0% from 58.7% and 33.4% from 58.8%, respectively, due primarily to the changes in our market access agreements starting in the third quarter of 2025. The fees we receive under our market access agreements generate high margin revenues as we incur minimal costs related to such agreements. As such, the lower market access fees we now receive from the new agreements entered into during the third quarter of 2025 had an unfavorable impact on online margins as compared to the prior year, and we expect these lower margins to continue.

Online reimbursements revenues increaseddecreased $5.8$7.6 million and $1.7 million during the three and six months ended MarchJune 31,30, 2026, asrespectively, compared to the prior year comparable period,periods, and represent ana increasedecrease in reimbursements of gaming taxes and other expenses paid on behalf of our online partners. The decline was driven by the termination of certain market access agreements as discussed above.

Management fee revenues during the three months ended MarchJune 31,30, 2026 and 2025 of $26.2$28.5 million and $25.1$23.8 million, respectively, and during the six months ended June 30, 2026 and 2025 of $54.7 million and $48.9 million, respectively, relate to our management agreement with Wilton Rancheria to manage the Sky River Casino in northern California.

Other revenues relate to patronage visits at the other amenities at our properties, including entertainment and nightclub revenues, retail sales, theater tickets and other venues. Other revenues increased $0.6$0.2 million, or 1.7%,0.6%, and $0.8 million, or 1.1%, during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding periods of the prior year.year comparable periods.

We determine profitability based on Adjusted EBITDAR, which represents earnings before interest expense, interest income, income taxes, depreciation and amortization, deferred rent, master lease rent expense, other operating items, net, share-based compensation expense, project development, preopening and writedowns expense, impairment of assets, gain or loss on early extinguishments and modifications of debt, net income (loss) attributable to noncontrolling interest and other items, net, as applicable ("Adjusted EBITDAR"). Reportable Segment Adjusted EBITDAR is the aggregate sum of the Adjusted EBITDAR for each of the gaming entertainment properties included in our Las Vegas Locals, Downtown Las Vegas and Midwest & South segments and our Online segment. Results for Downtown Las Vegas include the results of our travel agency located in Hawaii. Results for our nonreportable operating segments, including Lattner and our Sky River Casino management fees, are aggregated in the Managed & Other category. Corporate expense represents unallocated payroll, professional fees, rent,charitable contributions, aircraft expenses and various other expenses that are not directly related to our casino, hotel and online operations. Furthermore, for purposes of this presentation, corporate expense excludes its portion of share-based compensation expense.

Total revenues decreased by $5.7$3.2 million, or 2.6%1.4% , during the three months ended MarchJune 31,30, 2026 , as compared to the prior year comparable period. Gaming revenues declined $2.7 million over the prior year comparable period, primarily due to decreases in table game hold of 9.9% and table game drop of 3.3%. Room revenues declined $2.6 million overfrom the prior year comparable period, primarily due to declines in hotel occupancy rate and average daily rate of 5.4% and hotel3.5%, occupancyrespectively. rateFood & beverage revenues declined by $1.2 million from the prior year comparable period, primarily due to declines in food covers of 6.7%2.1% and 3.8%,average respectively.guest check of 3.9%. The current year quarter was impacted overall by continued softness in destination business that began in the third quarter of 2025 and construction disruption at Suncoast from our casino modernization project at the property as renovation work moved to the most popular part of our casino floor.floor during the first quarter of 2026 and continued through the second quarter of 2026.

Total revenues decreased by $2.3$3.1 million, or 4.1%,5.7%, during the three months ended MarchJune 31,30, 2026, as compared to the prior year comparable period, primarily driven by a $2.4$1.8 million decrease in gaming revenues as the segment experienced declines in slot win of 5.2%6.9% and slot handle of 4.5%.4.0%. In addition, food & beverage revenues declined $0.9 million as compared to the prior year comparable period, primarily due to a 10.5% decline in food covers. We continue to tailor our marketing programs in the Downtown Las Vegas segment to focus on the Hawaiian market. The Hawaiian market represented approximately 57%55% and 52%53% of our occupied rooms in this segment during the three months ended MarchJune 31,30, 2026 and 2025, respectively, with total Hawaiian room nights consistentup year3.8% quarter over year.quarter.

Adjusted EBITDAR decreased by $2.0 $2.5 million, or 9.7%12.9% , and $4.5 million, or 11.2% , during the three and six months ended MarchJune 31,30, 2026 , respectively, as compared to the prior year comparable period,periods, due primarily to the gaming revenues decline,declines, as discussed above. Similar to the Las Vegas Locals segment, Downtown Las Vegas has also been impacted by continued softness in destination business outside of Hawaii and reduced pedestrian traffic throughout downtown Las Vegas.

Total revenues increased by $20.5$16.8 million, or 4.1%,3.1%, during the three months ended MarchJune 31,30, 2026, as compared to the corresponding period of the prior year,year comparable period, reflecting increases in all revenue categories. Gaming revenues was the largest driver and increased $16.8$13.2 million, which was attributable to increases in slot win of 4.2%3.6% and slot handle of 4.0%3.1% over the prior year comparable period.

AdjustedTotal EBITDARrevenues increased by $9.4$37.3 million, or 5.1%,3.6%, during the threesix months ended MarchJune 31,30, 2026, as compared to the correspondingprior year comparable period, reflecting increases in all revenue categories. Gaming revenues was the largest driver and increased $30.0 million, which was attributable to increases in slot win of 3.9% and slot handle of 3.5% over the prior year period,comparable due primarily to the gaming revenues increase, as discussed above.period.

Adjusted EBITDAR decreased $15.0 millionincreased by $7.3 million, or 3.6%, and $16.8 million, or 4.4%, during the three and six months ended MarchJune 31,30, 2026 ,2026, respectively, as compared to the correspondingprior periodyear ofcomparable periods, due primarily to the prior year, and was driven by the $15.1 million reduction ingaming revenue from market access agreementsincreases, as therediscussed are minimal costs related to such agreements.above.

During the three and six months ended MarchJune 31,30, 2026 , totalManaged & Other revenues increased by $1.2$4.8 million and $6.0 ,million, respectively, and Adjusted EBITDAR increased by $1.1$4.7 million and $5.8 ,million, respectively, as compared to the corresponding periodperiods of the prior year, primarily due to a $1.1$4.7 million and $5.8 million increase in Sky River Casino management fees for the three and six months ended MarchJune 31,30, 2026 , respectively, as compared to the corresponding prior year period.comparable periods.

Selling, general and administrative expens es, as a percentage of revenues, remained consistent at 11.0%10.7% and 10.9%10.6% during the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 10.9% and 10.8% during the six months ended June 30, 2026 and 2025, respectively. We continue to focus on our disciplined operating model and targeted marketing approach.

Master lease rent expense represents rent expense incurred by four of our properties which are subject to two master lease agreements with a real estate investment trust. Master lease rent expense remained generally flat period over period at $28.6$28.9 million and $28.2$28.4 million during the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $57.4 million and $56.6 million during the six months ended June 30, 2026 and 2025, respectively.

Maintenance and utilities expenses, as a percentage of re venues, remained generally consistent at 3.6% 3.7% and 3.7%3.6% during the three months ended MarchJune 31,30, 2026 and 2025, respectively.respectively, and 3.7% during both the six months ended June 30, 2026 and 2025.

Depreciation and amortization expenses were $95.0$91.1 million and $68.2$70.0 million during the three months ended MarchJune 31,30, 2026 and 2025 , respectively, and $186.1 million and $138.2 million during the six months ended June 30, 2026 and 2025 , respectively. The increase for the three and six months ended MarchJune 31,30, 2026 as compared to the prior year,year iscomparable periods, was primarily attributable to completion of our meeting and convention space at Ameristar St. Charles in the third quarter of 2025, the opening of the transitional casino in Norfolk, Virginia in November 2025, the opening of Cadence Crossing in March 2026, investments in technology throughout 2025 and2025, hotel room renovations and new food & beverage concepts at multiple properties during the latter half of 2025 and into the first quarterhalf of 2026.

Corporate expense represents unallocated payroll, professional fees, rent,charitable contributions, aircraft expenses and various other expenses that are not directly related to our casino, hotel and online operations, in addition to the corporate portion of share-based compensation expense. Corporate expense was 3.7%3.2% and 3.0%3.4% of revenues during the three months ended MarchJune 31,30, 2026 and 2025 , respectivelyrespectively, and 3.4% .and 3.2% of revenues during the six months ended June 30, 2026 and 2025 , respectively. The growth in corporate expense was driven primarily byduring the timing of charitable donations and one-time compensation costs for the threesix months ended MarchJune 31,30, 2026, as compared to the prior year period.comparable period, was driven primarily by one-time compensation costs incurred during the first quarter of 2026.

Project development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with various acquisition opportunities, strategic initiatives, dispositions and other business development activities in the ordinary course of business; (ii) certain costs of start-up activities that are expensed as incurred in our ongoing efforts to develop gaming activities in new jurisdictions and expenses related to other new business development activities that do not qualify as capital costs; (iii) realized losses arising from asset dispositions and asset disposal costs; and (iv) realized gains arising from asset dispositions. Such costs are generally nonrecurring in nature and vary from period to period as the volume of underlying activities fluctuates. During the three months ended MarchJune 31,30, 2026 , project development, preopening and writedowns included $18.2$9.8 million of costs incurred related to demolition and asset writedowns and $2.0$5.6 million in preopening costs. During the three months ended MarchJune 31,30, 2025 , project development, preopening and writedowns wereincluded favorably$1.8 impactedmillion fromin preopening costs and $0.9 million related to asset writedowns. During the six months ended June 30, 2026 , the Company incurred $28.0 million of costs related to demolition and asset writedowns and $7.6 million in preopening costs. During the six months ended June 30, 2025 , project development, preopening and writedowns included $2.7 million of preopening expenses and $1.1 million of asset writedowns partially offset by $2.5 million in insurance proceeds related to an asset disposition and offset by $0.9 million related to preopening costs.disposition.

During the three and six months ended MarchJune 31,30, 2026, there were no asset impairment charges incurred. During the threesix months ended MarchJune 31,30, 2025, as a result of our first quarter impairment review, the Company recorded a long-lived asset impairment charge of $32.3 million for property and equipment related to our Las Vegas Locals segment.

Interest expense, net of capitalized interest and interest income, for the three months ended MarchJune 31,30, 2026, decreased $21.0$19.2 million, or 44.2%,38.9%, from the prior year comparable period and iswas primarily driven by a decrease in the weighted average debt balance of $1.2$1.1 billion and an approximate 60-basis point decrease in the weighted average interest rate. Interest expense, net of capitalized interest and interest income, and the weighted average debt balance were favorably impacted by the retirement in the third quarter of 2025 of $1,680.9 million of then outstanding debt under the Prior Credit Facility with the proceeds from the FanDuel Equity Sale in the third quarter of 2025,Sale, as discussed above.

In accordance with authoritative accounting guidance for debt extinguishments and debt modifications, we accounted for the retirement of the Prior Credit Facility as a modification of debt. As the borrowing capacity of the Revolving Credit Facility under the Credit Agreement equals or exceeds that under the Prior Credit Agreement and the lenders under the Credit Agreement are substantially similar to the lenders under the Prior Credit Agreement, we accounted for the Prior Credit Facility termination as a modification of debt in accordance with authoritative accounting guidance for debt extinguishments and debt modifications. As a result, $3.3 million of unamortized deferred finance charges related to the Prior Credit Agreement were added to the $15.1$16.1 million of deferred finance charges incurred under the Credit Agreement and are being amortized over the term of the Credit Agreement. The remaining $0.4 million of unamortized deferred finance charges corresponding to the percentage of lenders under the Prior Credit Agreement that did not continue to participate under the Credit Agreement is included in loss on early extinguishments and modifications of debt for the threesix months ended MarchJune 31,30, 2026. There was no loss on early extinguishments and modifications of debt for the threesix months ended MarchJune 31,30, 2025. See "Liquidity and Capital Resources - Indebtedness" for further discussion and definitions for Prior Credit Facility, Prior Credit Agreement, Revolving Credit Facility and Credit Agreement.

The effective tax rates during the threesix months ended MarchJune 31,30, 2026 and 2025 were 23.9%23.8% and 27.1%,24.3%, respectively. Our tax rate for the threesix months ended MarchJune 31,30, 2026, was unfavorably impacted by state taxes, nondeductible compensation and company provided benefits, which were partially offset by excess tax benefits related to equity compensation and tax credits. Our tax rate for the threesix months ended MarchJune 31,30, 2025, was unfavorably impacted by state taxes, nondeductible compensation, including a one-time discrete charge which was partially offset by excess tax benefits related to equity compensation and tax credits.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act. Certain provisions of the OBBBA such as the modification of limitation on business interest expense, 100% bonus depreciation and disallowance of business-related meals were included in our operating results for the threesix months ended MarchJune 31,30, 2026. Overall, these changes did not have a significant impact to our effective tax rate.

We generally operate with minimal or negative levels of working capital in order to minimize borrowings and related interest costs. At MarchJune 31,30, 2026 and December 31, 2025, we had cash and cash equivalents of $372.7$322.7 million and $353.4 million, respectively. In addition, we held restricted cash balances of $5.6$6.1 million and $5.4 million at MarchJune 31,30, 2026 and December 31, 2025, respectively. Our working capital deficit at MarchJune 31,30, 2026 and December 31, 2025, was $353.0$141.0 million and $448.5 million, respectively. The decrease in our working capital deficit from December 31, 2025 to MarchJune 31,30, 2026 is driven by thepayments paymenttotaling of$341.0 amillion portion offor transferable federal energy tax credits purchased in 2025, as discussed in Note 1, Summary of Significant Accounting Policies.

During the threesix months ended MarchJune 31,30, 2026 and 2025, we generated operating cash flows of $134.3$110.8 million and $256.4$461.4 million, respectively. The decline is primarily attributable to a $73.8$341.0 million paymentin payments for transferable federal energy tax credits induring the firstsix quartermonths ofended 2026.June In30, addition2026 tothat were used primarily for federal tax obligations associated with the transferableFanDuel federalEquity energy tax credit payment, cash from operating assets and liabilities changes decreased by $47.9 million. This decrease is driven by the timing of payments received from market access fees and online tax reimbursements and a $30.0 million contingent obligation not paid as of March 31, 2025, that favorably impacted operating cash flows in the prior year period.Sale.

During the threesix months ended MarchJune 31,30, 2026, we had net cash outflows used in investing activities of $156.2$343.7 million comprised primarily of: (i) capital expenditures of $155.2$297.1 million, which related to our casino developments in Norfolk, Virginia and new Cadence Crossing casino, guestroom renovations, primarily at the Orleans, Suncoast casino modernization, slot machines, IT equipment and building projects at various properties.properties; and (ii) $46.8 million related to the Design Works acquisition. During the threesix months ended MarchJune 31,30, 2025, we incurred net cash outflows for investing activities of $250.4$375.9 million comprised primarily of: (i) capital expenditures of $169.9$294.3 million, primarilywhich related to our various guest room remodels, meeting and convention space expansion at Ameristar St. Charles, casino development in Norfolk, Virginia and new Cadence Crossing casino, slot machines, land, IT equipment and building projects at various properties; (ii) cash paid for assetgaming acquisitionslicense right of $41.4$41.5 million; and (iii) advances made under a note receivable of $31.8 million.

The net cash inflows from financing activities during the threesix months ended MarchJune 31,30, 2026 are primarily driven by the net borrowings on the Credit Facility of $225.0$566.1 million. In the first quarter of 2026, the Company entered into an Amended and Restated Credit Agreement,Agreement ofand whichused initial borrowings to retire amounts outstanding under the Prior Credit Facility and pay debt financing costs. During the six months ended June 30, 2026, the Company borrowed $400.0 million under the Term A Loan Facility.Facility Inand addition,incurred duringnet the first quarter of 2026 the Company repaid amounts outstandingborrowings under the PriorRevolving Credit FacilityFacility, which were primarily used to fund the transferable federal energy tax credit payments, as discussed above, and debtshare financing costs.repurchases. See 'Indebtedness' below for further discussion. This net borrowing is partially offset by $311.1 million of share repurchase activityrepurchases and $28.8 million of dividends paid. The net cash outflows from financing activities during the threesix months ended MarchJune 31,30, 2025, was primarily driven by net borrowings under the Prior Credit Facility, partially offset by share repurchases and dividends paid. During the first quarterhalf of 2025, we increased borrowings under the Prior Credit Facility as we increased our share repurchase activity forduring the quarter,six months ended June 30, 2025, resulting in net borrowings under the Prior Credit Facility of $338.1$387.8 million driven by $328.0$433.0 million in share repurchases.

The Credit Agreement provides for (i) a $1,450.0 million senior secured revolving credit facility (the "Revolving Credit Facility") and (ii) a $1,200.0 million senior secured term A loan delayed draw facility (the "Term A Loan Facility", and the loans thereunder, the "Term A Loans", and the Term A Loan Facility collectively with the Revolving Credit Facility, the "Credit Facility"). The Revolving Credit Facility and the Term A Loan Facility mature on the fifth anniversary of the Closing Date ("Maturity Date") or earlier upon the occurrence or non-occurrence of certain events, including a springing maturity on September 1, 2027 ("Springing Maturity Date") if the $1.0 billion aggregate principal amount of 4.750% Senior Notes due 2027 ("4.750% Senior Notes due 2027") have not been refinanced with a maturity date that is 91 days after the Maturity Date. The Company may use availability under the Revolving Credit Facility and the Term A Loan Facility to refinance the 4.750% Senior Notes due 2027 to satisfy the 4.750% Senior Notes due 2027 refinance requirements prior to the Springing Maturity Date and upon doing so, the Springing Maturity Date is no longer applicable and the Credit Facility maturity reverts to the Maturity Date. Term A Loans are available to be drawn until July 1, 2027 in up to a maximum of four borrowings, provided that, on February 1, 2026, the remaining borrowings available under the Term A Loan Facility will be reduced by an amount equal to the greater of Term A Loans previously made and $400.0 million. As of MarchJune 31,30, 2026, the Company has made one borrowing totaling $400.0 million under the Term A Loan Facility. Proceeds from the Credit Agreement on the Closing Date were used to refinance all outstanding obligations under the Prior Credit Agreement, including amounts outstanding under the then existing $1,450.0 million senior secured revolving credit facility ("Prior Credit Facility") and to fund transaction costs in connection with the Credit Agreement. Additional borrowings under the Credit Agreement andafter the Closing Date may be used for working capital and other general corporate purposes.

The outstanding principal amounts under the Credit Facility as of MarchJune 31,30, 2026 and under the Prior Credit Agreement as of December 31, 2025 are comprised of the following:

With a total revolving credit commitment of $1,450.0 million available under the Revolving Credit Facility, no$315.0 borrowingsmillion and $26.1 million outstanding on the Revolving Credit Facility and the Swing Loan, respectively, and $14.2 million allocated to support various letters of credit, there was a remaining contractual availability under the Revolving Credit Facility of $1,435.8$1,094.7 million as of MarchJune 31,30, 2026. In addition, with only $400.0 million drawn on the Term A Loan Facility, the Company had $800.0 million of contractual availability under the Term A Loan Facility as of MarchJune 31,30, 2026, and together with the Revolving Credit Facility, there was remaining contractual availability under the Credit Facility of $2,235.8$1,894.7 million as of MarchJune 31,30, 2026.

The blended interest rate for outstanding borrowings at MarchJune 31,30, 2026 under the Credit Facility was 5.1%4.9% and at December 31, 2025 under the Prior Credit Facility was 5.3%.

As of MarchJune 31,30, 2026, we were in compliance with the financial covenants of our debt instruments.

On October 21, 2021, our Board of Directors authorized a share repurchase program of $300.0 million (the "Share Repurchase Program"). In addition, our Board of Directors authorized increases to the Share Repurchase Program of $500.0 million on each of June 1, 2022, May 4, 2023, May 9, 2024, December 5, 2024, July 17, 2025 and April 8, 2026. As of MarchJune 31, 2026 and prior to the additional authorization on April 8,30, 2026, we were authorized to repurchase up to an additional $207.1$551.1 million in shares of our common stock under the Share Repurchase Program. We repurchased 1.81.9 million shares and 4.51.5 million shares during the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 3.7 million shares and 5.9 million shares during the six months ended June 30, 2026 and 2025, respectively.

In addition to the maintenance capital spending discussed above, we continue to pursue other potential development projects that may require us to invest significant amounts of capital. In 2026, we expect to spend an additional $50 million in growth projects, which includes completion of Cadence Crossing, which opened on March 25, 2026 and the design and pre-construction activities for the expansion, modernizationexpansion and transformation of Par-A-Dice into a single-level entertainment facility, as approved by the regulators during the first quarter of 2026.

During the threesix months ended MarchJune 31,30, 2026, the Company spent approximately $155$297 million of the total estimated $650 million to $700 million of capital spend expected in 2026.