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

Rhea-AI Filing Summary

Dave & Buster's Entertainment, Inc. (PLAY) – Form 4 filing dated 07/01/2025 details equity transactions by Chief Financial Officer Darin Harper.

• Tax-related share withholding: On 06/24/2025 the company withheld 1,010 and 134 common shares (total 1,144) to cover payroll taxes tied to the vesting of previously granted RSUs. No open-market sale occurred; the closing price on the vest date ($31.86) was used for valuation.
• New equity award: On 06/27/2025 Harper received 3,014 new restricted stock units that vest in three equal tranches on 04/24/2026-2028. These units carry no upfront cash cost and convert one-for-one into common shares at vesting.
• Stock options now effective: Two option packages are reported as beneficially owned:
  • 9,085 options at a $33.02 strike, originally contingent on shareholder approval of the 2025 Omnibus Incentive Plan; vesting annually 12/20/2025-2027, expiring 12/20/2034.
  • 3,014 options at a $30.45 strike, vesting annually 04/24/2026-2028, expiring 06/27/2035.
• Net ownership change: After the transactions Harper’s direct beneficial holdings increase to 54,943 shares, up from 51,929, a net gain of 1,870 shares (+3.6%).

The filing is routine compensation-related and does not indicate open-market buying or selling. It nevertheless shows the CFO retaining a larger equity position and long-dated incentive options, modestly aligning management incentives with shareholder value.

Positive

• CFO’s beneficial ownership increases by 3.6%, signaling continued alignment with shareholders.
• Equity awards vest over three years, enhancing management retention and long-term incentive alignment.

Negative

• Additional dilution from 3,014 RSUs and 12,099 options, though quantitatively immaterial (~0.04% of shares outstanding).

Insights

Financial Analyst

TL;DR – Routine equity awards; neutral market impact.

The Form 4 reflects standard tax withholding plus new RSU and option grants under the freshly approved 2025 Omnibus Incentive Plan. The CFO’s net share count rises by 1,870 shares and he gains 12,099 long-dated options at strikes near the current market price (~$32). Because there is no discretionary open-market purchase, the signal value is limited. The incremental dilution from 3,014 RSUs and 12,099 options is immaterial against PLAY’s ~42 million shares outstanding. Overall, the filing provides transparency on executive compensation but carries neutral valuation impact.

Corporate Governance Specialist

TL;DR – Filing confirms shareholder-approved incentive plan implementation.

The disclosure shows the board is executing the 2025 Omnibus Incentive Plan exactly as approved on 06/18/2025, granting time-based RSUs and options that vest over three years. Such vesting schedules promote retention and alignment without excessive short-term risk-taking. While insider net ownership rises, the tax-withholding mechanism prevents open-market selling pressure. From a governance perspective, the structure and cadence of grants appear typical for S&P SmallCap firms and do not raise red flags. Impact to investors is neutral; the information mainly supports transparency.

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
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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^*

Harper Darin

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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	06/24/2025		F		1,010	D	$3,186(1)	52,063	D
Common Stock	06/24/2025		F		134	D	$31.86(2)	51,929	D
Common Stock	06/27/2025		A		3,014(3)	A	$0	54,943	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							(4)	12/20/2034	Common Stock	9,085		9,085	D
Stock Option (Right to Buy)	$30.45							(5)	06/27/2035	Common Stock	3,014		3,014	D

Explanation of Responses:

1. Represents shares of common stock of Dave & Buster's Entertainment, Inc. (the "Issuer") withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 4,147 restricted stock units ("RSUs") granted to the reporting person on June 24, 2024. 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 date on which the RSUs vested as reported on the Nasdaq Global Select Market.

2. Represents shares of common stock of the Issuer withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 547 RSUs granted to the reporting person on June 24, 2024. 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 date on which the RSUs vested as reported on The Nasdaq Global Select Market.

3. Represents a grant of RSUs that will vest in three equal annual installments on each of April 24, 2026, 2027 and 2028.

4. 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.

5. 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.

	Sherri M. Smith, Attorney-in-Fact	07/01/2025
	** 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.
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.

FAQ

What was the net share change for PLAY’s CFO in the Form 4?

After withholding and new RSU grant, Darin Harper’s direct holdings increased by 1,870 shares to 54,943.

Did the CFO of Dave & Buster’s (PLAY) sell any shares?

No. Shares were withheld by the company for taxes; there was no open-market sale.

What new stock options were reported in the July 2025 Form 4?

Harper now holds 9,085 options at $33.02 (expire 12/20/2034) and 3,014 options at $30.45 (expire 06/27/2035), vesting in three equal annual tranches.

When will the newly granted 3,014 RSUs vest?

They vest in three equal installments on 04/24/2026, 04/24/2027 and 04/24/2028.

Does this Form 4 materially affect PLAY’s share count?

The combined RSU and option grants represent ~0.04 % dilution, negligible relative to PLAY’s share base.