4/A: Dave & Buster's CFO Amends SEC Filing to Correct Equity Compensation Details
Insider Transaction Report Amendment
Dave & Buster's Chief Financial Officer, Darin Harper, filed an amended Form 4 to correct administrative errors related to recent equity transactions, including RSU vesting, tax withholdings, and new grants of restricted stock units and stock options.
Summary
- The filing is an amendment (Form 4/A) to correct administrative errors in a previously filed Statement of Changes in Beneficial Ownership, specifically an incorrect price in Table I and missing information in Table II.
- On June 24, 2025, 1,010 shares of common stock were withheld by Dave & Buster's Entertainment, Inc. to satisfy tax withholding obligations related to the vesting of 4,147 restricted stock units (RSUs) granted on June 24, 2024. The per-share value for withholding was $31.86.
- On June 24, 2025, an additional 134 shares of common stock were withheld for tax obligations related to the vesting of 547 RSUs granted on June 24, 2024, also at a per-share value of $31.86.
- Following these transactions, the beneficial ownership of common stock was 51,929 shares.
- On June 27, 2025, Darin Harper received a grant of 3,014 restricted stock units (RSUs) at a price of $0, which will vest in three equal annual installments on April 24, 2026, 2027, and 2028.
- After the RSU grant, the beneficial ownership of common stock increased to 54,943 shares.
- On June 18, 2025, 9,085 contingent stock options with an exercise price of $33.02 were acquired. These options were granted on December 20, 2024, and became exercisable following shareholder approval of the 2025 Omnibus Incentive Plan at the annual meeting on June 18, 2025. They will vest in three equal installments on December 20, 2025, 2026, and 2027, and expire on December 20, 2034.
- On June 27, 2025, 3,014 stock options with an exercise price of $30.45 were acquired. These options will vest in three equal installments on April 24, 2026, 2027, and 2028, and expire on June 27, 2035.
Sentiment
Score: 5
Explanation: The document is a routine regulatory filing (Form 4/A) detailing insider equity transactions and corrections. It does not contain information that would significantly alter the company's financial outlook or operational performance, thus maintaining a neutral sentiment.
Positives
- The Chief Financial Officer received new grants of 3,014 restricted stock units and 12,100 stock options, indicating continued equity-based compensation and alignment with shareholder interests.
- Shareholders approved the Dave & Buster's Entertainment, Inc. 2025 Omnibus Incentive Plan, enabling the grant of contingent stock options to management.
Negatives
- A total of 1,144 shares of common stock were withheld by the Issuer to cover tax withholding obligations related to RSU vesting, reducing the direct beneficial ownership of the reporting person.
Future Outlook
The Chief Financial Officer's equity awards are structured with future vesting schedules, indicating continued service to the company. Restricted stock units granted on June 27, 2025, will vest in three equal annual installments on April 24, 2026, 2027, and 2028. Stock options granted on December 20, 2024, will vest in three equal installments on December 20, 2025, 2026, and 2027. Stock options granted on June 27, 2025, will vest in three equal installments on April 24, 2026, 2027, and 2028.
Industry Context
This Form 4/A filing is a routine disclosure of insider equity transactions and corrections, common across all publicly traded companies. It reflects standard executive compensation practices involving restricted stock units and stock options, which are designed to align management incentives with long-term shareholder value.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Plan Approval | Shareholders approved the Dave & Buster's Entertainment, Inc. 2025 Omnibus Incentive Plan at the annual meeting on June 18, 2025, which enabled the grant of contingent stock options. | 06/18/2025 | This approval allows the company to continue using equity-based compensation to incentivize and retain key personnel, aligning management interests with shareholder value. |
Stakeholder Impact
- Shareholders: The filing provides transparency regarding executive compensation and insider ownership changes. The approval of the 2025 Omnibus Incentive Plan allows for continued equity-based incentives, which can align management's interests with long-term shareholder value.
- Employees (specifically the CFO): The CFO's compensation package includes significant equity awards (RSUs and stock options), which vest over time, providing a retention incentive and linking personal wealth to company performance.
Next Steps
- Continued vesting of 3,014 restricted stock units on April 24, 2026, 2027, and 2028.
- Continued vesting of 9,085 stock options on December 20, 2025, 2026, and 2027.
- Continued vesting of 3,014 stock options on April 24, 2026, 2027, and 2028.
Key Dates
| Date | Description |
|---|---|
| 12/20/2024 | Date contingent stock option was granted to the reporting person. |
| 06/18/2025 | Date of the Issuer's annual meeting of shareholders where the 2025 Omnibus Incentive Plan was approved, making the contingent stock option exercisable. |
| 06/24/2025 | Date of vesting for 4,147 and 547 restricted stock units, leading to tax withholding transactions. |
| 06/27/2025 | Date of grant for 3,014 restricted stock units and 3,014 stock options. |
| 07/01/2025 | Date the original Form 4 was filed, which this amendment corrects. |
| 07/03/2025 | Signature date of the amended Form 4/A filing. |
| 12/20/2025 | First vesting installment date for 9,085 stock options. |
| 04/24/2026 | First vesting installment date for 3,014 restricted stock units and 3,014 stock options. |
| 12/20/2026 | Second vesting installment date for 9,085 stock options. |
| 04/24/2027 | Second vesting installment date for 3,014 restricted stock units and 3,014 stock options. |
| 12/20/2027 | Third vesting installment date for 9,085 stock options. |
| 04/24/2028 | Third vesting installment date for 3,014 restricted stock units and 3,014 stock options. |
| 12/20/2034 | Expiration date for 9,085 stock options. |
| 06/27/2035 | Expiration date for 3,014 stock options. |
Keywords
Dave & Buster's, PLAY, SEC Form 4/A, Insider Trading, Equity Compensation, Restricted Stock Units, Stock Options, CFO, Shareholder Approval, Executive Compensation
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