Dave & Buster's (PLAY) SVP granted new options as older PSUs are cancelled

Rhea-AI Filing Summary

Dave & Buster's Entertainment, Inc. senior vice president and chief development officer Les Lehner reported a mix of equity grant and cancellation activity. He received 11,013 shares of common stock as restricted stock units under the 2025 Omnibus Incentive Plan, which vest in three equal annual installments on July 14, 2026, 2027 and 2028. He was also granted stock options on common stock in three tranches: 11,013 and 41,794 options with a $22.70 exercise price and 28,271 options with a $34.05 exercise price, each expiring on October 7, 2035. The options vest based on time and stock price performance, including volume‑weighted average price hurdles of $64.12 and $96.18 that must be met before February 1, 2028, followed by additional vesting over one or two years. At the same time, 21,598 and 26,998 performance-based restricted stock units granted on October 7, 2022 were cancelled and returned to the issuer. Following these transactions, Lehner directly owns 53,670 shares of common stock. The Form 4 also corrects a prior December 23, 2025 filing that understated his ownership by 11,013 shares due to an administrative error.

Insights

Equity compensation analyst

Routine compensation grants with performance hurdles and PSU cancellations; thesis impact neutral.

The transactions for Les Lehner reflect a standard executive equity package at Dave & Buster's Entertainment, Inc.. He received time-based restricted stock units and multiple stock option grants with exercise prices of $22.70 and $34.05, expiring in 2035.

Key portions of the options are tied to stock price performance, requiring 60‑day trailing VWAP levels of $64.12 and $96.18 before February 1, 2028 before they become earned. This aligns management incentives with long-term share price appreciation rather than near-term trading.

At the same time, performance-based restricted stock units granted in October 2022 were cancelled and returned to the issuer, and the filing corrects a prior understatement of 11,013 shares in reported ownership. These are compensation and administrative adjustments, not open‑market trades, so they carry limited direct signaling value for investors.

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

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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^*

Lehner Les

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Development 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/07/2025		A		11,013(1)	A	$0	53,670(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Unit	(3)	10/07/2025(3)		D			21,598	(3)	(3)	Common Stock	21,598	$0	0	D
Performance Stock Unit	(3)	10/07/2025(3)		D			26,998	(3)	(3)	Common Stock	26,998	$0	0	D
Stock Option (Right to Buy)	$22.7	10/07/2025(4)		A		11,013		(4)	10/07/2035	Common Stock	11,013	$0	11,013	D
Stock Option (Right to Buy)	$22.7	10/07/2025(5)		A		41,794		(5)	10/07/2035	Common Stock	41,794	$0	41,794	D
Stock Option (Right to Buy)	$34.05	10/07/2025(6)		A		28,271		(6)	10/07/2035	Common Stock	28,271	$0	28,271	D

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 4 filed by the reporting person on December 23, 2025 understated the ownership total in Table I, Column 5 by 11,013 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 October 7, 2022.

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-Fact	03/27/2026
	** 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.
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 insider transactions did PLAY executive Les Lehner report on this Form 4?

Les Lehner reported new equity grants and performance unit cancellations. He received restricted stock units and stock options with exercise prices of $22.70 and $34.05, while prior performance-based restricted stock units granted in October 2022 were cancelled and returned to the issuer.

How many Dave & Buster's (PLAY) shares does Les Lehner hold after these transactions?

After the reported transactions, Les Lehner directly holds 53,670 shares of Dave & Buster's common stock. This total reflects the new restricted stock unit grant and also corrects a prior Form 4 that understated his ownership by 11,013 shares due to an administrative error.

What stock options were granted to Les Lehner by Dave & Buster's (PLAY)?

Les Lehner received three stock option grants: 11,013 and 41,794 options with a $22.70 exercise price, and 28,271 options with a $34.05 exercise price. All expire in 2035 and vest over time and, for certain tranches, only after specified stock price performance conditions are met.

What performance conditions apply to the new PLAY stock options granted to Les Lehner?

Some options become earned only if the 60‑day trailing volume‑weighted average price of Dave & Buster's stock reaches $64.12 or $96.18 before February 1, 2028. After those price levels are first met, the earned options vest on the first or second anniversary of that attainment date.

Why were Les Lehner's prior performance-based restricted stock units in PLAY cancelled?

The filing states that performance-based restricted stock units granted on October 7, 2022 were cancelled. These units were subject to stock price-based vesting conditions, and their cancellation is reported as a disposition to the issuer, effectively returning those unearned awards to the company.

What correction does this PLAY Form 4 make to Les Lehner's reported ownership?

This Form 4 corrects the ownership total previously reported in December 2025, which understated Les Lehner's holdings by 11,013 shares. The error arose from not including a restricted stock unit grant, and the current filing updates Table I, Column 5 to reflect the accurate ownership.