Dave & Buster's (PLAY) COO reshapes equity with PSU cancellations, new options

Rhea-AI Filing Summary

Dave & Buster's Entertainment SVP and COO Tony Wehner reported compensation-related equity changes. Two blocks of performance-based restricted stock units granted on October 7, 2022, covering 21,598 and 26,998 underlying common shares, were cancelled in dispositions back to the issuer.

Wehner received new awards under the 2025 Omnibus Incentive Plan, including 11,013 restricted stock units that vest in three equal annual installments on July 14, 2026, 2027 and 2028, and stock options for 11,013 and 41,794 shares at a $22.70 exercise price and 28,271 shares at $34.05, with vesting tied to time and stock price hurdles of $64.12 and $96.18 VWAP before February 1, 2028. Following the 11,013-share restricted stock unit grant, he directly owned 65,003 common shares. The filing also corrects a December 23, 2025 Form 4 that understated this ownership total by 11,013 shares due to an administrative error.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Wehner Tony

Role SVP, Chief Operating Officer

Type	Security	Shares	Price	Value
Disposition	Performance Stock Unit	21,598	$0.00	--
Disposition	Performance Stock Unit	26,998	$0.00	--
Grant/Award	Stock Option (Right to Buy)	11,013	$0.00	--
Grant/Award	Stock Option (Right to Buy)	41,794	$0.00	--
Grant/Award	Stock Option (Right to Buy)	28,271	$0.00	--
Grant/Award	Common Stock	11,013	$0.00	--

Holdings After Transaction: Performance Stock Unit — 0 shares (Direct); Stock Option (Right to Buy) — 11,013 shares (Direct); Common Stock — 65,003 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 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). 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. 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.

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^*

Wehner Tony

(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 Operating 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	65,003(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 equity changes did Dave & Buster's (PLAY) COO report?

Tony Wehner reported cancellation of two performance-based restricted stock unit grants and received new restricted stock units and stock options under the 2025 Omnibus Incentive Plan, reflecting a restructuring of his equity compensation rather than open-market buying or selling.

How many Dave & Buster's (PLAY) performance stock units were cancelled?

Two performance-based restricted stock unit awards were cancelled, covering 21,598 and 26,998 underlying common shares. These dispositions were to the issuer and related to earlier grants from October 7, 2022, which were tied to stock price-based vesting conditions that are no longer in effect.

What new stock option grants did the Dave & Buster's (PLAY) COO receive?

Tony Wehner received stock options for 11,013 and 41,794 shares at a $22.70 exercise price and 28,271 shares at $34.05. These options vest over time and upon meeting stock price hurdles, providing potential future upside if performance and vesting conditions are satisfied.

What are the VWAP performance conditions on the new PLAY stock options?

Certain options become earned if the 60-day trailing VWAP reaches $64.12 (2X Attainment Date) or $96.18 (3X Attainment Date) before February 1, 2028. After these dates, vesting occurs on the first or second anniversary, depending on VWAP at the first anniversary.

When do the new Dave & Buster's (PLAY) restricted stock units vest?

The 11,013 restricted stock units granted to Tony Wehner vest in three equal annual installments on July 14, 2026, July 14, 2027, and July 14, 2028. This schedule is designed to encourage continued service and align his long-term incentives with shareholder interests.

How did this Form 4 correct prior reported PLAY share ownership?

The filing corrects Table I, Column 5 for a December 23, 2025 Form 4, which understated Tony Wehner’s share ownership by 11,013 shares. The error arose from not including the restricted stock unit grant now described, and the updated total reflects those additional shares.