Form 4: Dave & Buster's CFO Darin Harper Reports Significant Equity Activity, Including New RSU and Stock Option Grants

Dave & Buster's Entertainment, Inc. Chief Financial Officer Darin Harper reported recent equity transactions, including the vesting of restricted stock units, tax withholdings, and new grants of RSUs and stock options, aligning his incentives with shareholder value.

Summary

• Darin Harper, Chief Financial Officer of Dave & Buster's Entertainment, Inc. (PLAY), reported several equity transactions.
• On June 24, 2025, 1,010 shares of common stock were withheld by the Issuer at a per-share value of $31.86 to satisfy tax withholding obligations related to the vesting of 4,147 restricted stock units (RSUs) granted on June 24, 2024.
• Also on June 24, 2025, an additional 134 shares of common stock were withheld by the Issuer at a per-share value of $31.86 for tax withholding obligations related to the vesting of 547 RSUs granted on June 24, 2024.
• On June 27, 2025, Mr. 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.
• A contingent stock option for 9,085 shares, granted on December 20, 2024, became effective following shareholder approval of the 2025 Omnibus Incentive Plan on June 18, 2025, with an exercise price of $33.02 and vesting in three equal installments on December 20, 2025, 2026, and 2027.
• Another stock option for 3,014 shares was granted on June 27, 2025, with an exercise price of $30.45, vesting in three equal installments on April 24, 2026, 2027, and 2028.
• Following these transactions, Mr. Harper beneficially owns 54,943 shares of common stock directly, in addition to derivative securities.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to the new equity grants, which align management's interests with shareholders. The tax withholdings are routine and do not indicate negative sentiment.

Positives

• The grant of new restricted stock units (3,014 shares) and stock options (totaling 12,099 shares) indicates continued confidence in and incentivization of the Chief Financial Officer.
• The vesting schedules for the new grants align the CFO's long-term interests with the company's performance and shareholder value.
• Shareholder approval of the 2025 Omnibus Incentive Plan demonstrates support for the company's executive compensation strategy.

Negatives

• No inherently negative information is present; the share withholdings are standard procedures for tax obligations upon RSU vesting.

Future Outlook

The future outlook, as indicated by the vesting schedules, suggests that the Chief Financial Officer's equity compensation will continue to vest over the next three years, contingent on continued service to the company. This aligns the CFO's long-term financial interests with the company's performance through April 2028 for RSUs and one stock option, and through December 2027 for another stock option.

Industry Context

This Form 4 filing reflects routine executive compensation practices within publicly traded companies, where equity grants like RSUs and stock options are common tools to incentivize and retain key management personnel. The approval of an Omnibus Incentive Plan is a standard corporate governance practice to enable such grants.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and stock options as a significant component of executive compensation is a standard practice across various industries, including the entertainment and hospitality sector where Dave & Buster's operates.
• The vesting schedules (typically 3-4 years) for these equity grants are consistent with industry norms designed to promote long-term retention and performance alignment.
• The withholding of shares to cover tax obligations upon RSU vesting is a common and expected procedure for equity compensation in the U.S., aligning with IRS regulations.

Corporate Governance

Stakeholder Impact

• Shareholders: The new equity grants to the CFO align management's incentives with shareholder value creation, as the value of these grants is tied to the company's stock performance.
• Employees: While specific to the CFO, the approval of an Omnibus Incentive Plan suggests a broader framework for employee equity compensation, potentially impacting other key personnel.

Next Steps

• The 3,014 restricted stock units will vest in three equal annual installments on April 24, 2026, 2027, and 2028.
• The 9,085 share stock option will vest and become exercisable in three equal installments on December 20, 2025, 2026, and 2027, contingent on continued service.
• The 3,014 share stock option will vest and become exercisable in three equal installments on April 24, 2026, 2027, and 2028, contingent on continued service.

Key Dates

Keywords

Dave & Buster's Entertainment, PLAY, Darin Harper, Chief Financial Officer, SEC Form 4, Insider Trading, Restricted Stock Units, Stock Options, Equity Compensation, Executive Compensation, Shareholder Approval, Omnibus Incentive Plan