Management and the Board of Directors of Boyd believe that, from time to time, the market price of its Shares does not fully reflect the underlying value of Boyd's growth profile and cash-generating capabilities. The NCIB provides Boyd with another capital allocation option to support shareholder value while continuing to pursue its core corporate pipeline of disciplined strategic acquisitions and industry consolidation.
As of September 2, 2026 Boyd had 27,836,435 Shares issued and outstanding. Of this amount, 27,793,526 Shares constitute the "public float" calculated in accordance with the rules of the TSX. In accordance with TSX requirements, subject to certain exemptions for block purchases, the maximum number of Shares to be purchased on a daily basis will be 27,837, representing 25% of the average daily trading volume of Boyd's Shares for the six months preceding the date of TSX acceptance of the NCIB. The Boyd Group may purchase for cancellation up to a maximum of 2,779,352 Shares, or approximately 10.0% of Boyd's "public float". Purchases will be made on the open market through the TSX, New York Stock Exchange and/or any other alternative trading platforms in Canada or the United States. The price Boyd will pay for any Shares purchased through the NCIB will be the prevailing market price of the Shares at the time of such purchase.
The Boyd Group will enter into an automatic purchase plan ("APP") with its broker in relation to the NCIB to facilitate purchases of Shares under the NCIB at times when Boyd normally would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise. Pursuant to the APP, Boyd's broker may make purchases of Shares under the NCIB at any time including, without limitation, during a trading blackout period or otherwise when Boyd may not be permitted to do so. Before the commencement of any particular blackout period and at times when Boyd is not in possession of material non-public information about itself or its securities, Boyd may, but is not required to, instruct its broker to make purchases under the NCIB in accordance with the terms of the APP. Such purchases will be based on trading parameters established by Boyd at the time of giving such direction in accordance with the rules of the TSX, applicable securities laws and the terms of the APP.
The NCIB will commence on September 16, 2026 and will terminate on September 15, 2027 or such earlier time as the NCIB is completed or terminated at the option of Boyd.
Boyd has not made any purchases of Shares during the previous 12 months.
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