Form 4: Dave & Buster’s CFO gets new equity; PSUs canceled

Dave & Buster’s CFO Darin Harper received new RSUs and stock options with performance hurdles and corrected his reported share ownership, while canceling prior performance stock units.

Summary

• On 2025-10-07, CFO Darin Harper received 22,026 restricted stock units (RSUs) under the Dave & Buster’s 2025 Omnibus Incentive Plan, vesting in three equal annual installments on 2026-07-14, 2027-07-14, and 2028-07-14.
• Harper was granted stock options for 22,026 shares at a $22.70 strike, vesting in three equal annual installments on 2026-07-14, 2027-07-14, and 2028-07-14.
• Performance-based stock options for 60,327 shares at a $22.70 strike will become earned when the 60-day trailing VWAP reaches at least $64.12 on a date before 2028-02-01; after attainment, these options vest on the first or second anniversary of the attainment date depending on the VWAP level one year later.
• Additional performance-based stock options for 47,934 shares at a $34.05 strike will become earned when the 60-day trailing VWAP reaches at least $96.18 on a date before 2028-02-01; after attainment, these options vest on the first or second anniversary of the attainment date depending on the VWAP level one year later.
• A prior grant of 41,477 performance-based restricted stock units (from 2024-06-24) was canceled on 2025-10-07.
• Post-transaction, Harper beneficially owns 102,498 common shares (direct).
• Ownership totals in earlier Form 4 filings on 2025-12-23 and 2026-02-18 were understated by 22,026 shares due to an administrative error that failed to account for the RSU grant noted above.
• The filing was executed by Attorney-in-Fact on 2026-03-30.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as modestly positive: new equity awards with clear performance hurdles align incentives, while the PSUs cancellation and prior reporting error temper the overall signal.

Positives

• Equity awards combine time-based vesting and clear stock-price hurdles ($64.12 and $96.18 VWAP), aligning executive incentives with shareholder value creation.
• Correction of prior ownership underreporting increases transparency; updated beneficial ownership is 102,498 shares (direct).
• Time-based option and RSU vesting through 2028 supports retention of the CFO.

Negatives

• Cancellation of 41,477 previously granted performance-based RSUs indicates prior performance-based equity will not vest.
• Administrative error in earlier filings (understating ownership by 22,026 shares) suggests a prior reporting oversight.

Future Outlook

Equity awards vest through 2028, with significant portions contingent on achieving 60-day VWAP price hurdles ($64.12 and $96.18) before February 1, 2028, aligning CFO incentives with absolute share-price performance.

Management Comments

• RSUs were granted under the 2025 Omnibus Incentive Plan and vest in three equal annual installments on July 14 of 2026, 2027, and 2028.
• Performance-based RSUs granted on June 24, 2024 were canceled (41,477 units).
• Time-based stock options at a $22.70 strike vest in three equal annual installments on July 14 of 2026, 2027, and 2028.
• 2X performance options at a $22.70 strike become earned once the 60-day trailing VWAP is at least $64.12 before February 1, 2028, then vest on the first or second anniversary of the attainment date depending on VWAP at the first anniversary.
• 3X performance options at a $34.05 strike become earned once the 60-day trailing VWAP is at least $96.18 before February 1, 2028, then vest on the first or second anniversary of the attainment date depending on VWAP at the first anniversary.
• Ownership totals in earlier filings (December 23, 2025 and February 18, 2026) were understated by 22,026 shares due to an administrative error.

Industry Context

StockSavvy.ai notes that large U.S. casual dining and experiential entertainment companies increasingly use a mix of time-based RSUs and performance-conditioned equity tied to stock-price or TSR metrics. The use of VWAP-based stock price hurdles mirrors broader industry practice aimed at aligning payouts with sustained price performance rather than short-term spikes.

Comparison to Industry Standards

• Darden Restaurants (DRI) and Cheesecake Factory (CAKE) typically emphasize PSUs tied to multi-year relative TSR and financial goals; Dave & Buster’s structure here substitutes VWAP price hurdles for some PSU exposure, which is consistent with an absolute price alignment approach seen across the sector.
• Brinker International (EAT) and Bloomin’ Brands (BLMN) also use combinations of RSUs, options, and PSUs; the inclusion of multi-year vesting and explicit price hurdles is broadly in line with peer practices to encourage long-term value creation.
• VWAP-based hurdles (e.g., $64.12 and $96.18) focus on sustained trading levels rather than single-day price spikes, a framework comparable to performance option designs adopted by several consumer-discretionary issuers targeting durable price performance.

Stakeholder Impact

• Shareholders: Potential future dilution if performance options are earned and exercised; partially offset by cancellation of 41,477 PSUs.
• Executives: Stronger alignment with long-term share price performance through VWAP-based hurdles and multi-year vesting.
• Market transparency: Corrected ownership (increase of 22,026 shares previously omitted) improves disclosure accuracy.

Next Steps

• Time-based RSUs and options vest one-third on each of 2026-07-14, 2027-07-14, and 2028-07-14.
• Performance options become earnable if the 60-day VWAP reaches $64.12 (2X) or $96.18 (3X) before 2028-02-01; post-attainment vesting occurs on the first or second anniversary depending on VWAP on the first anniversary.
• Unexercised options expire on 2035-10-07.

Key Dates

Keywords

Dave & Buster's, PLAY, Form 4, insider transaction, stock options, restricted stock units, performance stock units, VWAP, omnibus incentive plan, CFO, beneficial ownership