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  4. [Form 4] Dave & Buster's Entertainment, Inc. Insider Trading Activity

Dave & Buster’s SVP Pineiro reports PSU vesting and new stock options

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Dave & Buster’s Entertainment, Inc. (PLAY) – Form 4 filing for Antonio Pineiro, SVP & Chief International Development Officer

The insider report details equity movements on 18 April 2025 and 27 June 2025:

  • PSU vesting: 2,858 and 1,038 common shares were delivered upon three-year performance-based RSU awards granted 18 Apr 2022. These awards vested in full after the company met pre-set performance criteria.
  • Tax withholding: 874 and 318 shares were automatically withheld at $19.46 per share to cover statutory taxes; no shares were sold on the open market.
  • Net effect on ownership: Beneficial ownership rose from 40,979 to 43,237 shares, a gain of 2,258 shares (+5.5%).
  • New equity grants (27 Jun 2025): • 2,258 time-based RSUs that cliff-vest in equal thirds on 24 Apr 2026-2028. • A stock option covering 2,258 shares at a $30.45 strike, vesting in three annual tranches (2026-2028).
  • Contingent option grant (18 Jun 2025): 6,056 options at a $33.02 strike became effective after shareholder approval of the 2025 Omnibus Incentive Plan; vesting occurs in equal thirds on 20 Dec 2025-2027.

No open-market purchases or sales occurred; all activity reflects incentive compensation mechanics. The filing primarily signals that long-term performance targets were achieved and that Pineiro remains aligned with shareholders through additional equity incentives.

Positive

  • None.

Negative

  • None.

Insights

TL;DR – Routine incentive-based share and option awards; neutral market impact.

The Form 4 shows internal equity activity rather than discretionary buying or selling. Vested PSUs confirm management met three-year performance hurdles, yet the shares were pre-earned rather than purchased, limiting incremental signaling value. The net increase of ~2.3 k shares is immaterial to PLAY’s 48 mm share count. Newly granted RSUs and ~8.3 k stock options expand future dilution but are consistent with normal executive compensation. Because no open-market trades or unusual size transactions occurred, I classify the disclosure as routine and non-impactful for valuation models.

Insider Pineiro Antonio
Role SVP, Chief Int'l Dev Ofc
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) 2,258 $0.00 --
Grant/Award Common Stock 2,258 $0.00 --
Grant/Award Stock Option (Right to Buy) 6,056 $0.00 --
Grant/Award Common Stock 2,858 $0.00 --
Tax Withholding Common Stock 874 $19.46 $17K
Grant/Award Common Stock 1,038 $0.00 --
Tax Withholding Common Stock 318 $19.46 $6K
Holdings After Transaction: Stock Option (Right to Buy) — 2,258 shares (Direct); Common Stock — 43,237 shares (Direct)
Footnotes (1)
  1. Represents shares of common stock delivered upon the vesting of performance-based restricted stock units ("PSUs") that were initially granted to the reporting person on April 18, 2022. The PSUs vested in a single lump-sum based on the satisfaction by Dave & Buster's Entertainment, Inc. (the "Issuer") of certain performance criteria for a three-year performance period. Represents shares of common stock of the Issuer withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 2,858 PSUs granted to the reporting person on April 18, 2022. No shares were issued or sold in this transaction. The per-share value assigned to the shares withheld reflects the closing price per share on the next trading day following the date on which the PSUs vested as reported on The Nasdaq Global Select Market. Represents shares of common stock delivered upon the vesting of PSUs that were initially granted to the reporting person on April 18, 2022. The PSUs vested in a single lump-sum based on the Issuer's satisfaction of certain performance criteria for a three-year performance period. Represents shares of common stock of the Issuer withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 1,038 PSUs granted to the reporting person on April 18, 2022. No shares were issued or sold in this transaction. The per-share value assigned to the shares withheld reflects the closing price per share on the next trading day following the date on which the PSUs vested as reported on The Nasdaq Global Select Market. Represents a grant of restricted stock units that will vest in three equal annual installments on each of April 24, 2026, 2027 and 2028. Represents a contingent stock option granted to the reporting person on December 20, 2024 that was subject to shareholder approval of the Dave & Buster's Entertainment, Inc. 2025 Omnibus Incentive Plan at the Issuer's annual meeting of shareholders held on June 18, 2025. The shares underlying this stock option will vest and become exercisable in three equal installments on each of December 20, 2025, 2026 and 2027, as long as the reporting person is providing services to the Issuer on such dates. The shares underlying this stock option will vest and become exercisable in three equal installments on each of April 24, 2026, 2027 and 2028, as long as the reporting person is providing services to the Issuer on such dates.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Pineiro Antonio
(Last) (First) (Middle)
1221 S. BELT LINE RD., SUITE 500
(Street)
COPPELL TX 75019
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Dave & Buster's Entertainment, Inc. [ PLAY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Chief Int'l Dev Ofc
3. Date of Earliest Transaction (Month/Day/Year)
04/18/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/18/2025 A 2,858(1) A $0 41,133 D
Common Stock 04/18/2025 F 874(2) D $19.46 40,259 D
Common Stock 04/18/2025 A 1,038(3) A $0 41,297 D
Common Stock 04/18/2025 F 318(4) D $19.46 40,979 D
Common Stock 06/27/2025 A 2,258(5) A $0 43,237 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $33.02 06/18/2025(6) A 6,056 (6) 12/20/2034 Common Stock 6,056 $0 6,056 D
Stock Option (Right to Buy) $30.45 06/27/2025 A 2,258 (7) 06/27/2035 Common Stock 2,258 $0 2,258 D
Explanation of Responses:
1. Represents shares of common stock delivered upon the vesting of performance-based restricted stock units ("PSUs") that were initially granted to the reporting person on April 18, 2022. The PSUs vested in a single lump-sum based on the satisfaction by Dave & Buster's Entertainment, Inc. (the "Issuer") of certain performance criteria for a three-year performance period.
2. Represents shares of common stock of the Issuer withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 2,858 PSUs granted to the reporting person on April 18, 2022. No shares were issued or sold in this transaction. The per-share value assigned to the shares withheld reflects the closing price per share on the next trading day following the date on which the PSUs vested as reported on The Nasdaq Global Select Market.
3. Represents shares of common stock delivered upon the vesting of PSUs that were initially granted to the reporting person on April 18, 2022. The PSUs vested in a single lump-sum based on the Issuer's satisfaction of certain performance criteria for a three-year performance period.
4. Represents shares of common stock of the Issuer withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 1,038 PSUs granted to the reporting person on April 18, 2022. No shares were issued or sold in this transaction. The per-share value assigned to the shares withheld reflects the closing price per share on the next trading day following the date on which the PSUs vested as reported on The Nasdaq Global Select Market.
5. Represents a grant of restricted stock units that will vest in three equal annual installments on each of April 24, 2026, 2027 and 2028.
6. Represents a contingent stock option granted to the reporting person on December 20, 2024 that was subject to shareholder approval of the Dave & Buster's Entertainment, Inc. 2025 Omnibus Incentive Plan at the Issuer's annual meeting of shareholders held on June 18, 2025. The shares underlying this stock option will vest and become exercisable in three equal installments on each of December 20, 2025, 2026 and 2027, as long as the reporting person is providing services to the Issuer on such dates.
7. The shares underlying this stock option will vest and become exercisable in three equal installments on each of April 24, 2026, 2027 and 2028, as long as the reporting person is providing services to the Issuer on such dates.
/s/ Sherri M. Smith, Attorney-in-Fact 07/07/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Source: View Original Filing on SEC EDGAR

FAQ

How many PLAY shares does Antonio Pineiro now own after the Form 4?

He beneficially owns 43,237 common shares following the reported transactions.

Did the insider buy or sell PLAY shares on the open market?

No. All share movements relate to PSU vesting and tax withholding; there were no open-market trades.

What new equity awards were granted on 27 June 2025?

Pineiro received 2,258 RSUs plus an option for 2,258 shares at a $30.45 strike, vesting annually 2026-2028.

What are the terms of the 6,056-share option granted on 18 June 2025?

Strike price $33.02; vests in three equal parts on 20 Dec 2025-2027, following shareholder approval of the 2025 Omnibus Incentive Plan.

Why were shares withheld at $19.46 per share?

The issuer withheld 874 and 318 shares to satisfy tax obligations, valuing them at the Nasdaq closing price the next trading day.