Form 4: Dave & Buster's CIO Boosts Stake with New Equity Awards

Dave & Buster's SVP Chief Information Officer, Steve Klohn, reported significant equity awards, including restricted stock units and performance-based stock options, alongside a correction to his beneficial ownership.

Summary

• Steve Klohn, SVP Chief Information Officer of Dave & Buster's Entertainment, Inc. (PLAY), reported changes in his beneficial ownership and new equity awards.
• On October 7, 2025, Klohn acquired 11,013 restricted stock units (RSUs) under the 2025 Omnibus Incentive Plan, vesting in three equal annual installments on July 14, 2026, 2027, and 2028.
• An administrative error in previous filings (December 23, 2025, and January 23, 2026) was corrected, increasing the reported beneficial ownership total in Table I, Column 5 by 11,013 shares to 33,751 shares.
• On March 25, 2026, Klohn acquired an additional 11,785 restricted stock units (RSUs) under the Plan, which will vest on June 7, 2026.
• Following these transactions, Klohn's total beneficial ownership of common stock increased to 45,536 shares.
• On October 7, 2025, 21,598 and 26,998 performance-based restricted stock units, previously granted on October 7, 2022, were cancelled.
• Klohn was granted 11,013 stock options with an exercise price of $22.7, vesting in three equal annual installments on July 14, 2026, 2027, and 2028, expiring on October 7, 2035.
• He also received 41,794 performance-based stock options with an exercise price of $22.7, which become earned if the 60-day trailing volume weighted average closing price (VWAP) reaches $64.12 (2X Attainment Date) before February 1, 2028. Vesting occurs 1 or 2 years after the 2X Attainment Date, expiring October 7, 2035.
• Additionally, Klohn received 28,271 performance-based stock options with an exercise price of $34.05, which become earned if the 60-day trailing VWAP reaches $96.18 (3X Attainment Date) before February 1, 2028. Vesting occurs 1 or 2 years after the 3X Attainment Date, expiring October 7, 2035.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as it aligns executive incentives with shareholder value creation through new equity awards, despite the cancellation of older performance units, which is a neutral event in the context of new grants.

Positives

• The grant of new restricted stock units and stock options aligns the SVP Chief Information Officer's incentives with shareholder value creation.
• Performance-based stock options incentivize management to achieve specific stock price targets, potentially benefiting shareholders.
• The correction of an administrative error ensures accurate reporting of beneficial ownership.

Negatives

• The cancellation of previously granted performance-based restricted stock units indicates a change in the company's incentive structure for those specific awards.

Risks

• The vesting of a significant portion of the stock options is contingent on the company's stock price reaching specific targets ($64.12 and $96.18 VWAP) by February 1, 2028, introducing market performance risk.
• Failure to meet the stock price targets for the performance-based options would result in those options not being earned or exercisable.

Future Outlook

The future outlook for a significant portion of the SVP Chief Information Officer's equity compensation is tied to the company's stock performance, specifically achieving 60-day trailing VWAP targets of $64.12 and $96.18 before February 1, 2028, for the performance-based stock options to be earned.

Management Comments

• The equity awards granted to Steve Klohn are made under the Dave & Buster's Entertainment, Inc. 2025 Omnibus Incentive Plan, reflecting the company's strategy to incentivize and retain key executives.
• The correction of previous ownership totals indicates the company's commitment to accurate and transparent reporting of insider holdings.

Industry Context

StockSavvy.ai notes that the granting of restricted stock units and performance-based stock options is a standard practice in the entertainment and restaurant industry for executive compensation. This approach aims to align management's financial interests with the long-term performance and shareholder value of the company, a common strategy across publicly traded firms.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) and performance-based stock options as a significant component of executive compensation is consistent with common practices among publicly traded companies in the leisure and entertainment sector, such as Cheesecake Factory (CAKE) or Brinker International (EAT).
• The inclusion of specific stock price targets for performance options ($64.12 and $96.18) is a robust mechanism to tie executive rewards directly to shareholder returns, a practice increasingly favored over time-based options alone in many industries.
• The vesting schedules, including multi-year installments and performance conditions, are typical for executive incentive plans designed for long-term retention and performance motivation.

Corporate Governance

Related Party Transactions

• The equity awards (restricted stock units and stock options) granted to Steve Klohn, an officer of Dave & Buster's Entertainment, Inc., constitute related party transactions as they involve compensation from the company to a key executive.

Stakeholder Impact

• Shareholders: Potential positive impact through increased alignment of executive incentives with company performance and stock price appreciation.
• Employees (Executive): Direct impact on compensation and long-term wealth creation, contingent on company performance and stock price targets.

Next Steps

• Vesting of 11,013 restricted stock units in three equal annual installments on July 14, 2026, 2027, and 2028.
• Vesting of 11,785 restricted stock units on June 7, 2026.
• Vesting of 11,013 stock options in three equal annual installments on July 14, 2026, 2027, and 2028.
• Monitoring the 60-day trailing VWAP of Dave & Buster's common stock to determine if the $64.12 (2X Attainment Date) and $96.18 (3X Attainment Date) targets are met before February 1, 2028, for the performance-based stock options to be earned.
• Subsequent vesting of performance-based stock options 1 or 2 years after their respective Attainment Dates.

Key Dates

Recommendation

This Form 4 filing primarily details routine executive compensation grants and a correction to previously reported beneficial ownership. While the new equity awards align management incentives with shareholder value, this type of insider transaction typically does not provide a basis for a significant change in investment recommendation. It is a standard corporate event rather than a signal of new fundamental information.

Keywords

Dave & Buster's, PLAY, SEC Form 4, insider transaction, equity awards, restricted stock units, stock options, executive compensation, performance-based incentives, Steve Klohn