Form 4: Dave & Buster's Executive Reports Significant Equity Transactions and New Awards

Antonio Pineiro, SVP and Chief International Development Officer at Dave & Buster's Entertainment, Inc., reported the vesting of performance-based restricted stock units and the grant of new equity awards, including restricted stock units and stock options.

Summary

• Antonio Pineiro, SVP, Chief International Development Officer, reported multiple equity transactions.
• On April 18, 2025, 2,858 shares of common stock were delivered upon the vesting of performance-based restricted stock units (PSUs) initially granted on April 18, 2022, following the satisfaction of three-year performance criteria.
• Concurrently on April 18, 2025, 874 shares of common stock were withheld by the Issuer at a per-share value of $19.46 to satisfy tax withholding obligations related to the vesting of the 2,858 PSUs.
• Also on April 18, 2025, an additional 1,038 shares of common stock were delivered upon the vesting of other PSUs initially granted on April 18, 2022, also based on performance criteria.
• 318 shares of common stock were withheld by the Issuer at a per-share value of $19.46 on April 18, 2025, for tax withholding related to the vesting of the 1,038 PSUs.
• On June 27, 2025, 2,258 shares of common stock were acquired, representing a grant of restricted stock units (RSUs) that will vest in three equal annual installments on April 24, 2026, 2027, and 2028.
• A contingent stock option to buy 6,056 shares of common stock at an exercise price of $33.02 was granted on December 20, 2024, subject to shareholder approval of the 2025 Omnibus Incentive Plan on June 18, 2025. These options will vest in three equal installments on December 20, 2025, 2026, and 2027.
• Another stock option to buy 2,258 shares of common stock at an exercise price of $30.45 was granted on June 27, 2025. These options will vest in three equal installments on April 24, 2026, 2027, and 2028.
• Following these transactions, Antonio Pineiro's direct beneficial ownership of common stock is 40,979 shares, and he holds 6,056 and 2,258 derivative securities (stock options).

Sentiment

Score: 6

Explanation: The document reports routine executive compensation activities, including the vesting of performance-based awards, which implies the company met certain performance targets, and the grant of new equity, which is a standard incentive practice. There are no overtly negative or positive surprises beyond the expected course of executive compensation.

Positives

• Vesting of performance-based restricted stock units indicates that Dave & Buster's Entertainment, Inc. met specific performance criteria over a three-year period, suggesting strong company performance.
• The grant of new restricted stock units and stock options provides ongoing incentives for the executive, aligning their interests with long-term shareholder value creation.
• Shareholder approval of the 2025 Omnibus Incentive Plan on June 18, 2025, supports the company's ability to attract and retain key talent through equity compensation.

Negatives

• A portion of vested shares (874 shares and 318 shares) were withheld by the Issuer to cover tax withholding obligations, reducing the net shares received by the executive.

Future Outlook

Future vesting schedules for restricted stock units and stock options are outlined, with RSUs vesting in three equal annual installments on April 24, 2026, 2027, and 2028, and stock options vesting in three equal installments on December 20, 2025, 2026, and 2027, or April 24, 2026, 2027, and 2028, contingent on continued service.

Industry Context

This Form 4 filing details routine executive compensation activities, including the vesting of previously granted performance-based equity and the issuance of new equity awards. Such transactions are common across publicly traded companies in various industries, including entertainment and hospitality, as a means to incentivize and retain key executives and align their interests with shareholder returns.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and equity ownership, showing how management's incentives are aligned with company performance. The approval of the 2025 Omnibus Incentive Plan impacts the dilution potential from future equity grants.
• Employees: While specific to one executive, the equity compensation structure reflects the company's approach to incentivizing key personnel.

Next Steps

• Future vesting of restricted stock units on April 24, 2026, 2027, and 2028.
• Future vesting of stock options on December 20, 2025, 2026, and 2027, and April 24, 2026, 2027, and 2028, contingent on continued service.

Key Dates

Keywords

Dave & Buster's Entertainment, PLAY, SEC Form 4, insider transaction, executive compensation, restricted stock units, performance stock units, stock options, equity awards, corporate governance