Dave & Buster’s Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Dave & Buster's (NASDAQ: PLAY) announced inducement grants to its new Chief Executive Officer, Tarun Lal, on July 15, 2025. The compensation package includes multiple stock options and performance stock units (PSUs) structured to align with company performance goals.

The grants include 124,766 Options vesting over three years, additional performance-based options tied to stock price milestones (doubling and tripling before February 2028), and 31,191 Options contingent on Lal's $1 million stock purchase. The package also features 249,532 PSUs tied to same-store sales growth, 2027 Adjusted EBITDA, and relative TSR metrics.

Positive

• New CEO compensation package strongly aligned with shareholder interests through stock price performance targets
• CEO required to invest $1 million in company stock, demonstrating skin in the game
• Performance metrics tied to crucial business indicators: same-store sales, EBITDA, and TSR

Negative

• Significant potential dilution from new equity grants
• Extended vesting periods may impact short-term executive motivation

DALLAS, July 21, 2025 (GLOBE NEWSWIRE) -- Dave & Buster’s Entertainment, Inc., (NASDAQ: PLAY), (“Dave & Buster’s” or “the Company”), an owner and operator of entertainment and dining venues, announced today that the Company made awards of stock options (“Options”) and performance stock units (“PSUs”) to Tarun Lal, as a material inducement to Mr. Lal joining the Company as its Chief Executive Officer. The awards were approved by the Board in accordance with Listing Rule 5635(c)(4) of the corporate governance rules of the Nasdaq Stock Market and granted on July 15, 2025 (the “Grant Date”) under the Dave & Buster’s Entertainment, Inc. Inducement Plan (the “Inducement Plan”).

The Company granted Mr. Lal Options, of which 124,766 Options will vest annually over three years from the Grant Date; an additional 124,766 Options will become earned in full if the Company’s stock price doubles before February 1, 2028 and will vest subject to Mr. Lal’s continued employment through the first anniversary of the date on which the Options became earned; an additional 83,177 Options will become earned in full if the Company’s stock price triples before February 1, 2028 and will vest subject to Mr. Lal’s continued employment through the first anniversary of the date on which the Options became earned; and an additional 31,191 Options will vest annually over three years subject to Mr. Lal’s continued employment with the Company through each vesting date and conditioned on Mr. Lal’s purchase of $1,000,000 of shares of the Company’s common stock by December 31, 2026. The Company also granted Mr. Lal PSUs, of which 124,766 PSUs will become earned upon achievement of same store sales growth metrics over the specified performance period and once earned will vest annually over two years subject to Mr. Lal’s continued employment through each vesting date and an additional 124,766 PSUs will be earned and vested based on achievement of certain 2027 Adjusted EBITDA, average same store sales growth and relative TSR metrics. The awards are subject to the terms and conditions of the Inducement Plan and the applicable award agreements, forms of which will be filed as exhibits to the Company’s quarterly report on Form 10-Q for the quarter ended August 5, 2025, and such awards were also described in the Company’s Form 8-K filed on July 15, 2025.

About Dave & Buster’s Entertainment, Inc.

Founded in 1982 and headquartered in Coppell, Texas, Dave & Buster’s Entertainment, Inc., is the owner and operator of 236 venues in North America that offer premier entertainment and dining experiences to guests through two distinct brands: Dave & Buster’s and Main Event. The Company has 175 Dave & Buster’s branded stores in 43 states, Puerto Rico, and Canada and offers guests the opportunity to “Eat Drink Play and Watch,” all in one location. Each store offers a full menu of entrées and appetizers, a complete selection of alcoholic and non-alcoholic beverages, and an extensive assortment of entertainment attractions centered around playing games and watching live sports and other televised events. The Company also operates 61 Main Event branded stores in 22 states across the country, and offers state-of-the-art bowling, laser tag, hundreds of arcade games and virtual reality, making it the perfect place for families to connect and make memories. For more information about each brand, visit daveandbusters.com and mainevent.com.

For Investor Relations Inquiries:

Cory Hatton, Head of Entertainment Finance, Investor Relations & Treasurer
Dave & Buster’s Entertainment, Inc.
Cory.Hatton@daveandbusters.com

FAQ

What inducement grants did Dave & Buster's (PLAY) offer to new CEO Tarun Lal?

Dave & Buster's offered a package including 124,766 time-vesting options, additional performance-based options tied to stock price doubling and tripling, and 249,532 PSUs linked to sales growth and EBITDA targets.

What are the performance conditions for PLAY's CEO stock options?

The performance conditions include stock price doubling before February 2028 for 124,766 options, stock price tripling for 83,177 options, and purchasing $1 million of company stock by December 2026 for 31,191 options.

When do Dave & Buster's (PLAY) new CEO equity grants vest?

The base options vest annually over three years from July 15, 2025. Performance-based options vest one year after achieving price targets, and PSUs vest over two years after meeting performance metrics.

What performance metrics are tied to Dave & Buster's CEO PSU grants?

The PSUs are tied to same-store sales growth metrics, 2027 Adjusted EBITDA targets, and relative Total Shareholder Return (TSR) performance.