STOCK TITAN

Dave & Buster's (PLAY) CFO receives options, cancels PSUs

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

Rhea-AI Filing Summary

Dave & Buster's Entertainment, Inc. Chief Financial Officer Darin Harper reported compensation-related equity changes. On October 7, 2025, he was granted 22,026 restricted stock units that vest in three equal installments on July 14 of 2026, 2027 and 2028, bringing his direct common stock holdings to 102,498 shares.

He also received stock options for 22,026 shares at a $22.70 exercise price, 60,327 shares at a $22.70 exercise price, and 47,934 shares at a $34.05 exercise price, all expiring in 2035 and vesting based on time and stock-price performance hurdles. Separately, 41,477 performance-based restricted stock units granted in 2024 were canceled and returned to the issuer. The filing also corrects prior ownership totals that understated his holdings by 22,026 shares due to an administrative error.

Positive

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Negative

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Insider Harper Darin
Role Chief Financial Officer
Type Security Shares Price Value
Disposition Performance Stock Unit 41,477 $0.00 --
Grant/Award Stock Option (Right to Buy) 22,026 $0.00 --
Grant/Award Stock Option (Right to Buy) 60,327 $0.00 --
Grant/Award Stock Option (Right to Buy) 47,934 $0.00 --
Grant/Award Common Stock 22,026 $0.00 --
Holdings After Transaction: Performance Stock Unit — 0 shares (Direct); Stock Option (Right to Buy) — 22,026 shares (Direct); Common Stock — 102,498 shares (Direct)
Footnotes (1)
  1. Represents restricted stock units granted to the reporting person under the Dave & Buster's Entertainment, Inc. 2025 Omnibus Incentive Plan (the "Plan"). The restricted stock units will vest in three equal annual installments on each of July 14, 2026, 2027 and 2028. This Form 4 includes the corrected ownership total in Table I, Column 5. The Form 4s filed by the reporting person on December 23, 2025 and February 18, 2026 understated the ownership total in Table I, Column 5 by 22,026 shares due to an administrative error failing to account for the grant of the restricted stock units described further in Note (1). Represents the cancellation of the performance-based restricted stock units subject to stock price-based vesting conditions previously granted to the reporting person on June 24, 2024. Represents stock options granted to the reporting person under the Plan. The shares underlying these stock options will vest and become exercisable in three equal annual installments on each of July 14, 2026, 2027 and 2028. Represents stock options granted to the reporting person under the Plan. The stock options will become earned upon the first date (the "2X Attainment Date") occurring before February 1, 2028 on which the 60-day trailing volume weighted average closing price ("VWAP") of the shares of common stock, $0.01 par value per share (the "Common Stock"), of Dave & Buster's Entertainment, Inc. (the "Issuer") is greater than or equal to $64.12. After the 2X Attainment Date, the shares underlying these stock options will vest and become exercisable on either the first or the second anniversary of the 2X Attainment Date depending on the Issuer's 60-day trailing VWAP on the first anniversary of the 2X Attainment Date. Represents stock options granted to the reporting person under the Plan. The stock options will become earned upon the first date (the "3X Attainment Date") occurring before February 1, 2028 on which the 60-day trailing VWAP of the Common Stock is greater than or equal to $96.18. After the 3X Attainment Date, the shares underlying these stock options will vest and become exercisable on either the first or the second anniversary of the 3X Attainment Date depending on the Issuer's 60-day trailing VWAP on the first anniversary of the 3X Attainment Date.
RSU grant 22,026 shares Restricted stock units vesting in three installments on July 14, 2026, 2027 and 2028
Common stock holdings 102,498 shares Direct PLAY common stock ownership after the reported RSU grant
Performance RSUs canceled 41,477 units Performance-based restricted stock units canceled and returned to issuer from a June 24, 2024 grant
Stock options at $22.70 82,353 options Options for 22,026 and 60,327 shares with a $22.70 exercise price expiring in 2035
Stock options at $34.05 47,934 options Options with a $34.05 exercise price expiring in 2035
VWAP hurdle 2X $64.12 VWAP Options become earned if 60-day trailing VWAP reaches at least $64.12 before February 1, 2028
VWAP hurdle 3X $96.18 VWAP Additional options become earned if 60-day trailing VWAP reaches at least $96.18 before February 1, 2028
Ownership correction 22,026 shares Prior Form 4s understated holdings by 22,026 shares due to an administrative error
restricted stock units financial
"Represents restricted stock units granted to the reporting person under the Dave & Buster's Entertainment, Inc. 2025 Omnibus Incentive Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based restricted stock units financial
"Represents the cancellation of the performance-based restricted stock units subject to stock price-based vesting conditions"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
60-day trailing VWAP financial
"the first date occurring before February 1, 2028 on which the 60-day trailing volume weighted average closing price ("VWAP")"
Omnibus Incentive Plan financial
"granted to the reporting person under the Dave & Buster's Entertainment, Inc. 2025 Omnibus Incentive Plan (the "Plan")"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
disposition to issuer financial
"transaction_code_description: "Disposition to issuer""
SEC Form 4
FORM 4UNITED 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*
Harper Darin

(Last)(First)(Middle)
1221 S. BELT LINE RD., SUITE 500

(Street)
COPPELL TEXAS 75019

(City)(State)(Zip)

UNITED STATES

(Country)
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock10/07/2025A22,026(1)A$0102,498(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Unit(3)10/07/2025(3)D41,477 (3) (3)Common Stock41,477$00D
Stock Option (Right to Buy)$22.710/07/2025(4)A22,026 (4)10/07/2035Common Stock22,026$022,026D
Stock Option (Right to Buy)$22.710/07/2025(5)A60,327 (5)10/07/2035Common Stock60,327$060,327D
Stock Option (Right to Buy)$34.0510/07/2025(6)A47,934 (6)10/07/2035Common Stock47,934$047,934D
Explanation of Responses:
1. Represents restricted stock units granted to the reporting person under the Dave & Buster's Entertainment, Inc. 2025 Omnibus Incentive Plan (the "Plan"). The restricted stock units will vest in three equal annual installments on each of July 14, 2026, 2027 and 2028.
2. This Form 4 includes the corrected ownership total in Table I, Column 5. The Form 4s filed by the reporting person on December 23, 2025 and February 18, 2026 understated the ownership total in Table I, Column 5 by 22,026 shares due to an administrative error failing to account for the grant of the restricted stock units described further in Note (1).
3. Represents the cancellation of the performance-based restricted stock units subject to stock price-based vesting conditions previously granted to the reporting person on June 24, 2024.
4. Represents stock options granted to the reporting person under the Plan. The shares underlying these stock options will vest and become exercisable in three equal annual installments on each of July 14, 2026, 2027 and 2028.
5. Represents stock options granted to the reporting person under the Plan. The stock options will become earned upon the first date (the "2X Attainment Date") occurring before February 1, 2028 on which the 60-day trailing volume weighted average closing price ("VWAP") of the shares of common stock, $0.01 par value per share (the "Common Stock"), of Dave & Buster's Entertainment, Inc. (the "Issuer") is greater than or equal to $64.12. After the 2X Attainment Date, the shares underlying these stock options will vest and become exercisable on either the first or the second anniversary of the 2X Attainment Date depending on the Issuer's 60-day trailing VWAP on the first anniversary of the 2X Attainment Date.
6. Represents stock options granted to the reporting person under the Plan. The stock options will become earned upon the first date (the "3X Attainment Date") occurring before February 1, 2028 on which the 60-day trailing VWAP of the Common Stock is greater than or equal to $96.18. After the 3X Attainment Date, the shares underlying these stock options will vest and become exercisable on either the first or the second anniversary of the 3X Attainment Date depending on the Issuer's 60-day trailing VWAP on the first anniversary of the 3X Attainment Date.
Sherri M. Smith, Attorney-in-Fact03/30/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did PLAY CFO Darin Harper report in this Form 4 filing?

Darin Harper reported new equity awards and a cancellation of prior awards. He received restricted stock units and stock options while 41,477 performance-based restricted stock units granted in 2024 were canceled and returned to the issuer as part of compensation adjustments.

How many restricted stock units did PLAY grant to its CFO and when do they vest?

The CFO received 22,026 restricted stock units under the 2025 Omnibus Incentive Plan. These units vest in three equal annual installments on July 14, 2026, July 14, 2027 and July 14, 2028, aligning his compensation with multi-year company performance and retention.

What stock options were granted to PLAY CFO Darin Harper and at what exercise prices?

He was granted options on 22,026 and 60,327 shares with a $22.70 exercise price and options on 47,934 shares with a $34.05 exercise price. All options expire in 2035 and vest over time or upon achieving specified stock price performance hurdles.

What performance conditions apply to some of the new PLAY stock option grants?

Certain options become earned only if the 60-day trailing volume weighted average price of PLAY common stock reaches at least $64.12 or $96.18 before February 1, 2028. After achievement, the underlying shares vest on the first or second anniversary of the relevant attainment date.

How many PLAY performance-based restricted stock units were canceled for the CFO?

A total of 41,477 performance-based restricted stock units were canceled and returned to the issuer. These units related to a June 24, 2024 grant that depended on stock price-based vesting conditions, which are no longer in effect following this disposition to the issuer.

What is the CFO’s direct PLAY common stock holding after these transactions?

After recording the new restricted stock units, the CFO directly holds 102,498 shares of PLAY common stock. The Form 4 also corrects prior filings that understated this ownership figure by 22,026 shares because an earlier restricted stock unit grant had been omitted administratively.

Did PLAY CFO Harper buy or sell shares on the open market in this Form 4?

The transactions are compensation-related grants and an issuer-related cancellation, not open-market trades. Codes A and D indicate grant or award acquisitions and a disposition to the issuer, so there is no reported open-market buying or selling activity in this filing.
Dave & Busters Entmt Inc

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