PLAY 10-K & 10-Q changes, risk factors and insider trading

Various risks and uncertainties could affect our business. In addition to the information contained elsewhere in this report and other filings that we make with the SEC, the risk factors described below could have a material impact on our business, financial condition, results of operation,operations, cash flows or the trading price of our common stock. It is not possible to identify all risk factors. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations.

If we are unable to successfully design and execute our business strategy plan,strategy, including growing comparable store sales, our revenues and profitability may be adversely affected.

Our ability to increase revenues and profitability is dependent on designing and executing effective business strategies. If we are delayed or unsuccessful in executing our strategies or if our strategies do not yield desired results, our business, financial condition and results of operations may suffer. Our ability to meetexecute our business strategy plan is dependent upon, among other things:things, our ability to: increase gross sales and operating profits at existing stores with entertainment, food, and beverage options desired by our customers,customers; evolve our marketing and branding strategies to appeal to our customers,customers; innovate and implement technology initiatives to provide a unique digital customer experience,experience; identify adequate sources of capital to fund and finance strategic initiatives,initiatives; grow and expand operations, including identifying available, suitable, and economically viable locations for new stores and making strategic acquisitions,acquisitions; and improve the speed and quality of our service.

We may fail to effectively integrate or operate our past or future acquisitions.

In fiscal 2022, we acquired Main Event as part of our expansion effort and may acquire more businesses in the future. If we fail to manage our recent or future acquisitions effectively, our results of operations could be adversely affected by any of the following:

•incorrect assumptions regarding the future results of acquired operations or assets orassets, expected cost reductions or other synergies to be realized from acquiring operations or assets;

We rely heavily on various information technology systems, including point-of-sale, kiosk and amusement operations systems in our stores, data centers that process transactions, communication systems and various other software applications used throughout our operations. Some of these systems have been internally developed orand we rely on third-party providers and platforms for some of these information technology systems and support. Although we have operational safeguards in place, those technology systems and solutions could become vulnerable to damage, disability, or failures due to theft, fire, power outages, telecommunications failure or other catastrophic events. Any failure of these systems could significantly impact our operations. We rely on third-party service providers for certain key elements of our operationsoperations, including credit card processing, telecommunications, and utilities. Our reliance on systems operated by third parties also presents the risk faced by the third-party’sthird-parties’ business,businesses, including the operational, cybersecurity, and credit risks of thosesuch parties. If those systems were to fail or otherwise be unavailable, and we were unable to timely recover, we could experience an interruption in, or other material adverse effect on, our operations.

+Globally, cybersecurity attacks are increasing in number, and the threat actors are increasingly organized and well financed, or at times supported by state actors. In addition, geopolitical tensions or conflicts may create a heightened risk of cybersecurity attacks. Although we employ security technologies and practices and have taken other steps to try to prevent a breach, there are no assurances that such measures will prevent or detect cybersecurity breaches, and we may nevertheless not have the resources or technical sophistication to prevent rapidly evolving types of cyberattacks. The techniques that may be used to obtain unauthorized access to or to sabotage systems change frequently, and we may not be able to anticipate these techniques and implement adequate preventative, responsive or protective measures. As these threats continue to evolve and increase, including due to the use of artificial intelligence by us and third parties, we continue to invest significant resources, and may be required to invest significant additional resources, to modify and enhance our cybersecurity controls and to investigate and remediate any security vulnerabilities. We maintain a dedicated insurance policy covering cybersecurity risksrisks, and such insurance coverage may, subject to policy terms and conditions, cover certain aspects of cyber risks, but this policy is subject to a retention amount and may not be applicable to a particular incident or otherwise may be insufficient to cover all our losses beyond any retention. Based on recent court rulings, there is uncertainty as to whether traditional commercial general liability policies will be construed to cover the expenses related to cyberattacks and breaches if credit and debit card information is stolen.

The statutory and regulatory environment surrounding information security, privacy, and other matters involving consumer protection is increasingly demanding, with the frequent imposition of new and constantly changing laws and requirements. Compliance with these laws and requirements can be costly and time-consumingtime-consuming, and the costs could adversely impact our results of operations due to necessary system changes and the development of new administrative processes. Security breaches could also result in a violation of applicable privacy and other laws,laws and subject us to private consumer, business partner or securities litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal liability. We are required to maintain the highest level of Payment Card Industry Data Security Standards (“PCI DSS”) compliance at our store support center and stores. If we do not maintain the required level of PCI DSS compliance, we could be subject to costly fines or additional fees from the card brands that we accept or lose our ability to accept those payment cards. Additionally, an increasing number of government and industry groups have established laws and standards for the protection of personal and health information.

We must continue to attract, retain, and motivate qualified management and operating personnel to maintain consistency in our service, hospitality,hospitality and quality, and the atmosphere of our stores, and also to support future growth. Adequate staffing of qualified personnel is a critical factor impacting our customers’ experience in our stores. Our ability to attract and retain qualified management and operating personnel has become more challenging due to an increasingly competitive job market. If we are unable to attract and retain a satisfactory number of qualified management and operating personnel, labor shortages could delay the planned openings of new stores or adversely impact the operation of our existing stores. Any such delays, material increases in team member turnover rates in existing stores or widespread team dissatisfaction could have a material adverse effect on our business and results of operations.

The federal minimum wage and tip credit wage are under constant political scrutiny and may be increased or eliminated in favor of significantly more mandated benefits than what is currently required under federal law. Should such increases occur, state and local jurisdictions that have historically mandated higher wages and greater benefits than what is required under federal law may seek to further increase wages and mandated benefits. In addition to increasing the overall wages paid to our minimum wage and tip credit wage earners, these increases create pressure to increase wages and other benefits paid to other team members who, in recognition of their tenure, performance, job responsibilities and other similar considerations, historically received a rate of pay exceeding the applicable minimum wage or minimum tip credit wage. Because we employ a large workforce, any wage increase and/or expansion of benefits mandates will have a particularly significant impact on our labor costs. Our vendors, contractors and business partners are similarly impacted by wage and benefit cost inflation, and many have or will increase their priceprices for goods, construction and services to offset their increasing labor costs.

Our labor expenses include significant costs related to our self-insured health, pharmacy and dental benefit plans. Health care costs continue to rise and are especially difficult to project given that material increases in costs associated with medical claims, or an increase in the severity or frequency of such claims, may cause health care costs to vary substantially from quarter-to-quarter and year-over-year. Any significant changes to the healthcarehealth care insurance system could also impact our health care costs. Material increases in health care costs could materially adversely affect our financial performance.

While we seek to offset labor cost increases through menu and game price increases, more efficient purchasing practices, productivity improvements, greater economies of scale and by offering a variety of health plans to our team members, including lowerlower-cost cost high deductiblehigh-deductible health plans, there can be no assurance that these efforts will be successful. If we are unable to effectively anticipate and respond to increased labor costs, our financial performance could be materially adversely affected.

Any act of violence at or threatened against our stores or the centers in which they are located, including active shooter situations and terrorist activities, may result in restricted access to our stores and/or store closures in the short-termshort term and, in the long term, may cause our customers and team members to avoid visiting our stores. Natural disasters such as earthquakes, hurricanes, fires, and severe adverse weather conditions, climate change and health pandemics can keep customers in the affected area from visiting our stores, adversely affect consumer spending and confidence levels and supply availability and costs, cause damage to, or closure of, our stores and result in lost opportunities for our stores. Any such situation could adversely impact cash flows and make it more difficult to fully staff our stores, which could materially adversely affect our business. Our receipt of proceeds under any insurance we maintain with respect to some of these risks may be delayed or the proceeds may be insufficient to cover our losses fully.

Our ability to continue to procure new games and entertainment offerings,offerings and other entertainment-related equipment is important to our business strategy. The number of suppliers from which we can purchase games and other entertainment-related equipment is limited. To the extent the number of suppliers declines, we could be subject to the risk of distribution delays, pricing pressure (including pressure imposed by tariffs), lack of innovation and other associated risks. We may not be able to anticipate and react to changing offerings cost by adjusting purchasing practices or game prices, and a failure to do so could have a material adverse effect on our operating results. In addition, any decrease in availability of new entertainment offerings that appeal to customers could lead to decreases in revenues as customers negatively react to a lack of new game options.

WeHistorically, we have successfully developed several proprietary entertainment offerings that arehave not been available to operations outside the Company. Our ability to develop future offerings is dependent on, among other things, obtaining rights to intellectual property and compelling game content and developing new entertainment offerings that are accepted by our customers. There is no guarantee that additional licensing rights will be obtained by us or that our customers will accept the future offerings that we develop. The result could be increased expenses without increased revenues putting downward pressure on our results of operations and financial performance.

We are subject to licensing and regulation by state and local authorities relating to the sale of alcoholic beverages, health, sanitation, safety, building and fire codes. Each store is required to obtain a license to sell alcoholic beverages on the premises from a state authority and, in certain locations, county and municipal authorities. Typically, licenses must be renewed annually and may be revoked or suspended for cause at any time. In some states, the loss of a license for cause with respect to one store may lead to the loss of licenses at all stores in that state and could make it more difficult to obtain additional licenses in that state.state in the future. Alcoholic beverage control regulations relate toimpact numerous aspects of the daily operations of each store, including minimum age of patrons and team members, hours of operation, advertising, wholesale purchasing, inventory control and handling and storage and dispensing of alcoholic beverages.

We generally have not encountered any material difficulties or failures in obtaining and maintaining the required licenses, permits and approvals that could impact the continuing operations of an existing store, or delay or prevent the opening of a new store. Although we do not anticipate any material difficulties occurring in the future, theThe failure to receive or retain a liquor license, or any other required permit or license, in a particular location, or to continue to qualify for, or renew licenses, could have a material adverse effect on our operations and our ability to obtain such a license or permit in other locations.

We are also subject to amusement and game licensing and regulation by the states, counties, and municipalities in which our stores are located, due to operatingour use of certain entertainment games and attractions, including skill-based games that offer redemption prizes. These laws and regulations can vary significantly by state, county, and municipality and, in some jurisdictions, may require us to modify our business operations or alter the mix of redemption games and simulators we offer. Moreover, as more states and local communities implement legalized gambling, the laws and corresponding enabling regulations may also be applicable to our redemption games and regulators may create new licensing requirements, taxes or fees, or restrictions on the various types of redemption games we offer. Furthermore, other states, counties and municipalities may make changes to existing laws to further regulate legalized gaming and illegal gambling. Adoption of these laws, or adverse interpretation of existing laws, could require our existing stores in these jurisdictions to alter the mix of games, modify certain games, limit the number of tickets that may be won by a customer from a redemption game, change the mix of prizes that we may offer at our redemption area or terminate the use of specific games, any of which could adversely affect our operations. If we fail to comply with such laws and regulations, we may be subject to various sanctions and/or penalties or fines or may be required to cease operations until we achieve compliance, which could have an adverse effect on our business and our financial results.

•laws regulating other environmental matters, such as climate change, the reduction of greenhouse gases, water consumption and animal health and welfare.

Our business may be adversely affected by the risk of legal proceedings brought by or on behalf of our customers, team members, suppliers, shareholders,stockholders, government agencies or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. In recent years, a number of restaurant companies, including ours, have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state law regarding workplace and employment matters, discrimination and similar matters, and a number of these lawsuits have resulted in the payment of substantial damages by the defendants. We have had from time to time and now have such lawsuits pending against us. In addition, from time to time, customers file complaints or lawsuits against us alleging that we are responsible for some illness or injury they suffered at or after a visit to a store. We are also subject to a variety of other claims in the ordinary course of business, including personal injury, lease, and contract claims.

We are also subject to “dram shop” statutes in certain states in which our stores are located. These statutes generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated individual. In many instancesinstances, litigation of these claims results in significant judgments and settlements under dram shop statutes. Because these cases often seek punitive damages, which may not be covered by insurance, such litigation could have an adverse impact on our business, results of operations or financial condition. Regardless of whether any claims against us are valid, or whether we are liable, claims may be expensive to defend and may divert time and money away from operations and adversely affect our financial performance. A judgment significantly in excess of our insurance coverage or not covered by insurance could have a material adverse effect on our business, results of operations or financial condition. Also, adverse publicity resulting from these allegations, regardless of whether the allegations are valid, or we are ultimately found liable, may materially adversely affect our stores and us.

The market price of our common stock may be significantly affected by a number of factors, including, but not limited to, actual or anticipated variations in our operating results or those of our competitors as compared to analyst expectations, changes in financial estimates by research analysts with respect to us or others in the entertainment, restaurant or other consumer discretionary industries, and the announcement of significant transactions (including mergers or acquisitions, divestitures, joint ventures or other strategic initiatives) by us or others in those industries. In addition, the equity markets have experienced price and volume fluctuations triggered by general economic uncertainty or current events that affect the stock price of companies in ways that have been unrelated to an individual company’s operating performance. The price for our common stock may continue to be volatile, based on factors specific to our company and industry, as well as factors related to the equity markets overall.

Fiscal 2025 Financial Highlights

•Revenue of $2,132.7 million$2,102.8 decreased 3.3%1.4% compared withto $2,205.3 million$2,132.7 in fiscal 2023.2024.

•Comparable store sales decreased 7.2% on a like-for-like calendar basis5.0% compared to fiscal 2023.2024. See further discussion of comparable store sales below at Revenues.

•Net incomeloss totaled $58.3 million,$48.7, or $1.46$1.40 per diluted share, compared withto net income of $126.9 million,$58.3, or $2.88$1.46 per diluted share in fiscal 2023.2024.

•Adjusted EBITDA decreased $49.4 million$69.6 to $506.2$436.6, million,or 20.8% of revenues, compared to Adjusted EBITDA of $506.2, or 23.7% of revenues, compared with Adjusted EBITDA of $555.6 million, or 25.2% of revenues, in fiscal 2023.2024. See further discussion of Adjusted EBITDA, a non-GAAP measure, at Non-GAAP Financial Measures below along with a reconciliation to net income, the most comparable GAAP measure, at Reconciliations of Non-GAAP Financial Measures below.

Our Dave & Buster’s stores average 37,000 square feet and range in size between 16,000 and 70,000 square feet. Our Main Event stores average 53,000 square feet and range in size between 37,500 and 78,000 square feet. Generally, our stores are open seven days a week, with normal hours of operation generally frombeginning between 10:00 to 11:30 a.m. and continuing until midnight, with stores typically open for extended hours on weekends.

For further information about our strategy, refer to “Item 1. Business - Strategy.”

Comparable store sales. Comparable store sales are a comparison of sales to the same period of prior years for the comparable store base. We historically define the comparable store base to include those stores owned and open for a full 18 months before the beginning of the fiscal year and excludingexclude stores permanently closed during the period. For fiscal 2024,2025, our comparable store base consistsconsisted of 146153 Dave & Buster's branded stores and 4957 Main Event branded stores.

New store openings. Our ability to reach new customers is influenced by the opening of additional stores in new and existing markets. The success of our new stores is indicative of our brand appeal and the efficacy of our site selection and operating models. During fiscal 2024,2025, we opened eleveneight new Dave & Buster's stores and three Main Event stores.

In addition to the results provided in accordance with GAAP, we provide non-GAAP measures which present operating results on an adjusted basis. These are supplemental measures of performance that are not required by or presented in accordance with GAAP and include Adjusted EBITDA, Credit Adjusted EBITDA and Store Operating Income Before Depreciation and Amortization (defined below). These non-GAAP measures do not represent and should not be considered as an alternativealternatives to net income (loss) or cash flows from operations, as determined in accordance with GAAP, and our calculations thereof may not be comparable to similarly titled measures reported by other companies and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

Although we use these non-GAAP measures to assess the operating performance of our business, they have significant limitations as an analytical tool because they exclude certain material costs. For example, Adjusted EBITDA does not take into account a number of significant items, including our interest expense and depreciation and amortization expense. In addition, Adjusted EBITDA excludes certain other costs that may be important in analyzing our GAAP results. Because Adjusted EBITDA does not account for these expenses, its utility as a measure of our operating performance has material limitations. Our calculations of Adjusted EBITDA adjust for these amounts because they do not directly relate to the ongoing operations of the currentlycurrent underlying business of our stores and therefore complicate the comparison of the underlying business between periods. Nevertheless, because of the limitations described above, management does not view Adjusted EBITDA, Credit Adjusted EBITDA or Store Operating Income Before Depreciation and Amortization in isolation and also uses other measures, such as revenues, gross margin, operating income and net income (loss) to measure operating performance.

We define “Adjusted EBITDA” as net income,income (loss), plus interest expense, net, loss on debt refinancing, provision for (benefit from) income taxes, depreciation and amortization expense, (gain) loss on property and equipment transactions, impairment of long-lived assets, share-based compensation, currency transaction (gains) losses and other costs.

We define “Credit Adjusted EBITDA” as net income (loss) plus certain items as defined at Adjusted EBITDA above, as well as certain other adjustments as defined in our Credit FacilityAgreement (see Liquidity and Capital Resources below for additional discussion and reconciliation). These other adjustments include (i) increases in entertainment revenue deferrals, (ii) the cost of new projects, including store pre-opening costs, and (iii) other costs and adjustments as permitted by the debtCredit agreements.Agreements. We believe the presentation of Credit Adjusted EBITDA is appropriate as it provides additional information to investors about the calculation of, and compliance with, certain financial covenants in the Credit Facility.Agreement.

We define “Store Operating Income Before Depreciation and Amortization” as operating income, plus depreciation and amortization expense, general and administrative expenses and pre-opening costs. Store Operating Income Before Depreciation and Amortization allows us to evaluate the operating performance of each store across stores of varying size and volume.

We believe that Store Operating Income Before Depreciation and Amortization is another useful measure in evaluating our operating performance because it removes the impact of general and administrative expenses, which are not incurred at the store level, and the costs of opening new stores, which are non-recurring at the store level, and thereby enables the comparability of the operating performance of our stores for the periods presented. We also believe that Store Operating Income Before Depreciation and Amortization is a useful measure in evaluating our operating performance within the entertainment and dining industry because it permits the evaluation of store-level productivity, efficiency, and performance, and we use Store Operating Income Before Depreciation and Amortization as a means of evaluating store financial performance compared withto our competitors. However, because this measure excludes significant items such as general and administrative expenses, pre-opening costs and other charges and gains, as well as our interest expense, net, loss on debt refinancing and depreciation and amortization expense, which are important in evaluating our consolidated financial performance from period to period, the value of this measure is limited as a measure of our consolidated financial performance.

TheWe Company’soperate fiscalon year consists ofa 52 or 53 weeksweek endingfiscal year that ends on the Tuesday after the Monday closest to January 31. Each quarterly period has 13 weeks, except in a 53-week year, when the fourth quarter has 14 weeks. Fiscal year 2025, which ended on February 3, 2026, and fiscal year 2024, which ended on February 4, 2025, contained 52 weeks. Fiscal year 2023, which ended on February 4, 2024, contained 53 weeks. Fiscal year 2022, which ended on January 29, 2023, contained 52 weeks. Each quarterly period has 13 weeks, except in a 53-week year, when the fourth quarter has 14 weeks.

On May 6, 2024, the first day of the 2ndsecond quarter of fiscal 2024, the Company changed its fiscal year to end on the Tuesday after the Monday closest to January 31st. Prior to the change, the Company’s fiscal year ended on Sunday. The change was made to improve labor and operational efficiencies by ending the Company's periods outside of the busier weekend timeframe. As a result of this change, each of the second quarter of 2024 and fiscal year 2024 havehad two additional days added to itsthe normal 13-week second quarter and 52-week year.

Results of operations. The following table sets forth selected data, in millions of dollars and as a percentage of total revenues (unless otherwise noted) for the periods indicated. All information is derived from the accompanying Consolidated Statements of Comprehensive Income.Income (Loss). Refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report on Form 10-K for the year ended February 4, 2025, filed with the SEC on April 7, 2025, for a discussion of results of operations for the year ended February 4, 2025 compared to the year ended February 4, 2024.

Note that the Company’s fiscal year consists of 52 or 53 weeks ending on the Tuesday after the Monday closest to January 31. Fiscal year 2025 and fiscal year 2024 both contained 52 weeks while Fiscal year 2023 contained 53 weeks.

The following table reconciles Net income (loss) to Adjusted EBITDA (in millions of dollars and as a percent of total revenues) for the periods indicated:

(2)Non-cash share-based compensation expense, net of forfeitures, recorded in “General and administrative expenses” on the Consolidated Statement of Comprehensive Income.Income (Loss).

(3)Transaction and integration costs related to the acquisition and integration of Main Event recorded in “General and administrative expenses” on the Consolidated Statement of Comprehensive Income.Income (Loss).

(4)System implementation costs represent expenses incurred related to the development of new enterprise resource planning, human capital management and inventory software for our stores and store support teams and staff augmentation for the implementation team at the store support center.teams. These charges are primarily recorded in “Other charges and gains” on the Consolidated Statement of Comprehensive Income.Income (Loss).

(56)TheThese amount related to fiscal 2024 primarily consisted of $10.6 million of one-time, third-party consulting fees, $3.9 million of impairment of long-lived assets, and a $12.8 million loss on property and equipment transactions. The amount for the 2023amounts primarily consisted of one-time, third-party consulting fees.fees, discretionary retention incentives and severance. The third-party consulting fees for eachfiscal period,2025 whichwere arenot recordedpart of our ongoing operations and were incurred in “Otherassociation chargeswith a change in leadership to execute a discrete, project-based strategic initiative aimed at analyzing and gains”summarizing ongrowth opportunities for the ConsolidatedCompany. StatementsThe ofthird-party Comprehensiveconsulting Income,fees arefor fiscal 2024 were not part of our ongoing operations and were incurred to execute,execute two related, discrete, and project-based strategic initiatives aimed at transforming our marketing strategy and one discrete, project-based initiative to transform our supply chain operational efficiency. The transformative nature, narrow scope, and limited duration of these incremental consulting fees are not reflective of the ordinary course expenses incurred to operate our business. Third-party consulting fees, discretionary retention incentives and severance costs are included in General and administrative expenses on the Consolidated Statements of Comprehensive Income (Loss).

(1)During fiscal 20242024, we adjusted our period close from Sunday to Tuesday of each week (see further discussion at Note 1 of the consolidated financial statements). This adjustment had the effect of adding 56, 9,60 and 6510 operating weeks for our comparable, noncomparablecomparable and totalnoncomparable stores, respectively.

Total revenues decreased $72.6 million,$29.9, or 3.3%,1.4%, to $2,102.8 in fiscal 2025 compared to $2,132.7 million in fiscal 2024 compared to $2,205.3 million in fiscal 2023.2024. The decrease in revenue iswas primarily attributablerelated to the 53rd week of fiscal 2023, a 7.2%5.0% decrease in comparable store sales on a like-for-like calendar basis and a decrease in other noncomparable revenues,revenues partially offset by an incremental increase in sales from new stores, and changes in deferred entertainment revenue.stores. The decrease in comparable store revenues iswas due primarily to a reduction in demandwalk-in business relative to a more robust consumer environment in the prior year period. The changeshigher in entertainment revenue deferrals reflect breakage on unredeemed game play creditsfood and ticketsbeverage correspondingrevenues reflects increased customer purchases due to guestan redemptionimproved patternsmenu overand time.higher Seefood Revenueattachment Recognition at Note 1 of the consolidated financial statements for discussion of revenue recognitionrates associated with playoperational creditsenhancements to the Eat and tickets.Play combo promotion.

The $180.0 million$98.0 or 8.9%5.0% comparable store revenue decrease presented in the table above is on a fiscal period basis. On a like-for-like calendar basis, comparable store sales decreased 7.2%. Due to the 53rd week in fiscal 2023, the 2024 period had one less operating week than fiscal 2023 and it ended approximately one week earlier than the 2023 period. Additionally, fiscalFiscal 2024 included two additional days of revenue,revenue partiallydue offsettingto the one-week differential discussedchange in the footnotefiscal toyear theend tableas mentioned above. Comparable store revenues based on a like-for-like calendar basis adjusts for this shift in weeks and compares the periodperiods from February 5, 2025 to February 3, 2026 to the periods from February 4, 2024 through February 4, 2025 to the period from January 29, 2023 through February 4, 2024.2025.

Cost of products - The total cost of products was $314.4 million$300.3 for fiscal 20242025 and $353.0 million$314.4 for fiscal 2023.2024. The total cost of products as a percentage of total revenues decreased to 14.3% for fiscal 2025 compared to 14.7% for fiscal 20242024. comparedThe todecrease 16.0%in fortotal fiscalcost 2023.of products as a percentage of total revenues is associated with declines in both entertainment and food and beverage cost of sales, partially offset by higher food and beverage revenues.

Cost of entertainment decreased to $118.6 million$107.1 in fiscal 20242025 compared to $138.5 million$118.6 in fiscal 2023.2024. The cost of entertainment, as a percentage of entertainment revenues, decreased to 8.5%8.1% for fiscal 20242025 from 9.7%8.5% in the fiscal 2023.2024. The decrease was primarily attributable to salesvendor pricecost increases.savings and lower redemptions due to certain ticket payout adjustments and redemption center pricing changes, partially offset by tariff cost pressure in the second half of fiscal 2025.

Cost of food and beverage products decreased to $195.8 million$193.2 for fiscal 20242025 compared to $214.5 million$195.8 for fiscal 2023.2024. Cost of food and beverage products, as a percentage of food and beverage revenues, decreased to 24.8% for fiscal 2025 from 26.4% for fiscal 2024 from 27.8% for fiscal 2023.2024. The slight decrease was due to food and beverage menu price increases, and the mix of products sold with our new menu, offset byand continued supply chain and ingredient optimization.

Operating payroll and benefits - Total operating payroll and benefits decreasedincreased to $535.8 in fiscal 2025 compared to $523.5 million in fiscal 20242024. comparedThe increase was primarily related to $525.9incremental millionwages inof fiscal$20.3 2023.associated with noncomparable stores, partially offset by labor efficiencies. The total cost of operating payroll and benefits as a percentage of total revenues was 25.5% in fiscal 2025 compared to 24.5% in fiscal 2024 compareddue to 23.8%the inimpact fiscalof 2023.sales deleveraging.

General and administrative expenses - General and administrative expenses decreasedincreased to $117.0 in fiscal 2025 compared to $99.5 million in fiscal 2024 compared to $113.8 million in fiscal 2023.2024. The decreaseincrease in general and administrative expenses was primarily driven by lowerhigher share-based and incentive compensation andof lower transaction and integration costs in the current year.$15.0. General and administrative expenses as a percentage of total revenues decreasedincreased to 5.6% in fiscal 2025 compared to 4.7% in fiscal 2024 compared to 5.2% in fiscal 2023.2024.

Depreciation and amortization expense - Depreciation and amortization expense increased to $238.2 million$279.4 in fiscal 20242025 compared to $208.5 million$238.2 in fiscal 2023,2024, primarily due to new store openingsopenings, store remodels and storenew remodels.amusement offerings.

Pre-opening costs - Pre-opening costs increased to $19.0 in fiscal 2025 compared to $18.7 million in fiscal 2024 compared to $18.4 million in fiscal 2023 primarily due to the timing of costs in our pipeline of new stores for each period.

Interest expense, net - Interest expense, net increased to $154.0 in fiscal 2025 compared to $135.3 million in fiscal 2024 compared to $127.4 million in fiscal 2023 due primarily due to incremental interest expense associated with sale-leaseback transactions and borrowings outstanding under our Credit Agreement, partially offset by an increase in interest income and a decrease in interest rates on our Credit Facility. See further discussion of the Company's debt activity at Note 6 of the consolidated financial statements. See further discussion of the sale-leaseback transaction at Note 8 of the consolidated financial statements.

Loss on debt refinancing - LossWe did not have any loss on debt refinancing in fiscal 2025. In fiscal 2024, loss on debt refinancing was $15.2 million in fiscal 2024 and $16.1 million in fiscal 2023.$15.2. The amountloss forwas fiscalprimarily 2024a isresult relatedof an amendment to theour JanuaryCredit and November debt refinancings.Agreement. See further discussion of the Company's debt refinancing activity at Note 6 of the consolidated financial statements.

Provision for (benefit from) income taxes - The effective tax rate for fiscal 20242025 was 16.5%,28.3%, compared to 22.2%16.5% for fiscal 2023.2024. The effective tax rate decreaseincrease for fiscal 20242025 in comparison to fiscal 20232024 was impactedprimarily driven by a significant reductionshift in pre-tax book income.income, Asin a pre-tax incomeloss decreases, the effect ofenvironment, certain tax attributes and permanent items,items specificallyhave our employment tax credits becomea more pronounced,pronounced whicheffect cause fluctuations inon the effective tax rate.rate, as they represent a larger proportion relative to a diminished income base. Additionally, an increase in permanent nondeductible items and unfavorable state income tax effects during fiscal 2025 further contributed to the higher effective tax rate relative to the prior year. See further discussion of the Company's Income taxes at Note 7 of the consolidated financial statements.

In fiscal 2022, the Company entered into a senior secured credit agreement (as amended periodically, the “Credit Agreement”) including a revolving credit facility (the “Revolving Credit Facility”) and a term loan facility (together with the Revolving Credit Facility, the “Credit Facility”). On November 1, 2024, Dave and Buster’s Inc. (“D&B”) Inc. entered into an amendment with its banking syndicate that amended the Credit Facility (the “Fourth Amendment”). The Fourth Amendment, among other things, increased term loans to an aggregate principal amount of $700.0 (the “Incremental Term B Loans”) with a maturity date of November 1, 2031, and increased the Revolving Credit Facility is unconditionally guaranteed by D&$150.0 to a total $650.0 with a maturity date of November 1, 2029. The proceeds from the Incremental Term B HoldingsLoans were primarily used to redeem $440.0 of outstanding senior secured notes (see 7.625% Senior Secured Notes below), and certainto pay down $200.0 of D&the principal on term loans outstanding under the Credit Facility (the “Existing Term B Inc.’s existing and future wholly owned material domestic subsidiaries.Loans”).

Both the Existing Term B Loans and the Incremental Term B Loans bear interest at Term SOFR or ABR (each, as defined in the amended Credit FacilityAgreement) plus (i) in the case of Term SOFR loans, 3.25% per annum and (ii) in the case of ABR loans, 2.25% per annum. LoansBorrowings under the Revolving Credit Facility bear interest subject to a pricing grid based on net total leverage, at Term SOFR plus a spread ranging from 2.50% to 3.00%3.25% per annum or ABR plus a spread ranging from 1.50% to 2.00%2.25% per annum. Unused commitments under the Revolving Credit Facility incur initial commitment fees of 0.30% to 0.50%. Additionally, the interest rate margin applicable to the Existing Term B Loans and loans outstanding under the Revolving Credit Facility arewould be subject to an additional 0.25% step-down if a rating of B1/B+ or higher from Moody’s and S&P is achieved (which will step-up if such rating is subsequently not maintained).

Unless otherwise specified, the meanings of all defined terms in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are consistent with the meanings of such terms as defined in the Notes to unaudited consolidated financial statements. This discussion contains statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things: our results of operations; financial condition; liquidity; prospects; growth; strategies; the industry in which we operate; expansion and opening of new locations; expectations regarding variability in run-rate levels in our stores and seasonality; expectations of future proceeds from sale leasebacklease-back transactions; anticipated breakage; our compliance with debt covenants and the terms of our debt agreement; our defenses to various legal claims we may face; and opportunities and risks affecting our business, industry and financial results, including macroeconomic factors.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to successfully design and execute our business strategy; our effectiveness at integrating and operating our past or future acquisitions; the effects of new or improved technologies or changes in consumer behavior; the potential for unfavorable publicity; our ability to obtain and renew leases on favorable terms or at all; our substantial indebtedness and covenants in our debt agreements restricting our ability to implement our business plan; our success in opening and operating new stores profitably and optimizing existing stores; risks related to our information systems and potential cybersecurity breaches or other privacy or data incidents; the cost and availability of certain commodities; our procurement of new games and entertainment offerings and our ability to obtain related licensing rights; the extensive laws and regulations in whichthat we must comply with; and other factors, including those set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 31, 2026. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Form 10-Q, such results or developments may not be indicative of results or developments in subsequent periods. Forward-looking statements are based only on information currently available to us and speak only as of the date of this Form 10-Q. We do not undertake any obligation to update or revise the forward-looking statements to reflect events that occur or circumstances that exist after the date on which such statements were made, except to the extent required by law.

•FirstSecond quarter revenue of $559.2$544.1 decreased 1.5%2.4% compared tofrom the firstsecond quarter of 2025.

•Net incomeloss totaled $5.7,$12.5, or $0.16$0.36 per diluted share, compared to net income of $21.7,$11.4, or $0.62$0.32 per diluted share in the firstsecond quarter of 2025.

•Adjusted EBITDA of $123.2$98.9 decreasedcompared 9.5%,to or$129.8 $12.9, fromin the firstsecond quarter of 2025. See further discussion of Adjusted EBITDA, a non-GAAP measure, at Non-GAAP Financial Measures below along with a reconciliation to net income,income (loss), the most comparable GAAP measure, at Reconciliations of Non-GAAP Financial Measures below.

Our Dave & Buster’s stores average 36,800 square feet and range in size between approximately 16,100 and 70,000 square feet. Our Main Event stores average about 53,300 square feet and range in size between approximately 37,500 and 78,200 square feet. Generally, our stores are open seven days a week, with normal hours of operation generally from between 10:00 to 11:30 a.m. until midnight, with stores typically open for extended hours on weekends.

Comparable store sales — Comparable store sales are a comparison of sales to the same period of prior years for the comparable store base. We historically define the comparable store base to include those stores open for a full 18 months before the beginning of the current fiscal year and exclude stores permanently closed or planned for closure during the current fiscal year. For fiscal 2026, our comparable store base consists of 224 stores, of which 165 are Dave & Buster's branded stores and 59 are Main Event branded stores.

New store openings — Our ability to expand our business and reach new customers is influenced by the opening of additional stores in both new and existing markets. The success of our new stores is indicative of our brand appeal and the efficacy of our site selection and operating models. For the threesix months ended MayAugust 5,4, 2026, we opened onefive new Dave & Buster’s branded store.stores, and two new Main Event branded stores.

In addition to the results provided in accordance with GAAP, we provide non-GAAP measures which present operating results on an adjusted basis. These are supplemental measures of performance that are not required by or presented in accordance with GAAP and include Adjusted EBITDA, Credit Adjusted EBITDA and Store Operating Income Before Depreciation and Amortization (defined below). These non-GAAP measures do not represent and should not be considered as alternatives to net income (loss) or cash flows from operations, as determined in accordance with GAAP, and our calculations thereof may not be comparable to similarly titled measures reported by other companies and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

Although we use these non-GAAP measures to assess the operating performance of our business, they have significant limitations as an analytical tool because they exclude certain material costs. For example, Adjusted EBITDA does not take into account a number of significant items, including our interest expense and depreciation and amortization expense. In addition, Adjusted EBITDA excludes certain other costs that may be important in analyzing our GAAP results. Because Adjusted EBITDA does not account for these expenses, its utility as a measure of our operating performance has material limitations. Our calculations of Adjusted EBITDA adjust for these amounts because we believe they do not directly relate to the ongoing operations of the current business of our stores and therefore complicate the comparison of the underlying business between periods. Nevertheless, because of the limitations described above, management does not view Adjusted EBITDA, Credit Adjusted EBITDA or Store Operating Income Before Depreciation and Amortization in isolation and also uses other measures, such as revenues, gross margin, operating income and net income (loss) to measure operating performance.

We define “Adjusted EBITDA” as net income,income (loss), plus interest expense, net, loss on debt refinancing, provision for (benefit from) income taxes, depreciation and amortization expense, (gain) loss on property and equipment transactions, impairment of long-lived assets, share-based compensation, currency transaction (gains) losses, transaction and integration costs, system implementation costs and other items, net.net, as each are applicable to the periods presented.

We define “Credit Adjusted EBITDA” as net income (loss) plus certain items as defined at Adjusted EBITDA above, as well as certain other adjustments as defined in our Credit Agreement (see Liquidity and Capital Resources below for additional discussion and reconciliation). These other adjustments include (i) increases in entertainment revenue deferrals, (ii) the cost of new projects, including store pre-opening costs, and (iii) other costs and adjustments as permitted by the Credit Agreement. We believe the presentation of Credit Adjusted EBITDA is appropriate as the metric provides additional information to investors about the calculation of, and compliance with, certain financial covenants in the Credit Agreement.

Three Months Ended MayAugust 5,4, 2026 (the “second quarter of 2026 period”) Compared to the Three Months Ended MayAugust 6,5, 2025 (the “second quarter of 2025 period”)

The following table sets forth selected data for the periods indicated. All information, exceptother forthan Company-owned stores at the end of the period, iswas derived from the accompanying unaudited Consolidated Statements of Comprehensive Income.Income (Loss).

The following table reconciles Net incomeloss to Adjusted EBITDA for the periods indicated:

(2)Non-cash share-based compensation expense, net of forfeitures, recorded in General and administrative expenses on the Consolidated Statements of Comprehensive Income.Income (Loss).

(3)Transaction and integration costs related to the acquisition and integration of Main Event recorded in Other chargesGeneral and gainsadministrative expenses on the Consolidated Statements of Comprehensive Income.Income (Loss).

(4)System implementation costs represent expenses incurred related to the development of new enterprise resource planning, human capital management and inventory software for our stores and store support teams. These charges are recorded in Other charges and gains on the Consolidated Statements of Comprehensive Income.Income (Loss).

(12)Includes changes in deferred entertainment revenues,revenue, gift card deferrals and certain other revenues not associated with stores.

Total revenues for the second quarter of 2026 period decreased $8.5, or 1.5%,$13.3 to $559.2$544.1 compared to $567.7$557.4 for the 2025second period.quarter of 2025. The decrease in revenue was primarily relatedattributable to a $29.2$15.3 decrease in comparable store sales,sales and a decrease of $12.2 in other noncomparable revenues, partially offset by ana $18.1$14.2 increase in noncomparable store revenues, and an increase of $2.6 in other noncomparable revenues. The decrease in comparable store revenues was due to a reduction in walk-in business relative to the prior year period. The change in other noncomparable revenues reflectsand deferrals is the result of a change in breakage for the respective periods on unredeemed game play credits, ticketscredits and gift cardstickets corresponding to guest utilizationredemption patterns over time. See Revenue Recognition at Note 1 to the unaudited consolidated financial statements for a discussion of revenue recognition associated with game play credits, ticketscredits and gift cards.tickets.

Cost of products - The total cost of products wasincreased $79.8to $83.2 for the second quarter of 2026 periodcompared andto $82.1$76.4 for the 2025second period.quarter of 2025. The total cost of products as a percentage of total revenues decreasedincreased to 14.3%15.3% for the second quarter of 2026 period compared to 14.5%13.7% for the 2025second period.quarter of 2025. The decreaseincrease in total cost of products as a percentage of total revenues was associatedprimarily withattributable declinesto inthe bothmix shift from lower costing entertainment andrevenue food and beverage cost of sales, partially offset by ato higher costing food and beverage revenue mix.versus the prior year period.

Cost of entertainment decreasedincreased to $27.4$30.7 in the second quarter of 2026 period compared to $30.6$29.2 in the 2025second period.quarter of 2025. The cost of entertainment, as a percentage of entertainment revenues, decreasedincreased to 7.9%9.2% for the second quarter of 2026 period from 8.3%8.0% in the 2025second period.quarter of 2025. The decreaseincrease in the cost of entertainment, as a percentage of entertainment revenues, was primarily attributable to an increase in discounts on game play, partially offset by vendor cost savings and lower redemptions due to ticket payout adjustments and redemption center pricing changes, partially offset by continued tariff cost pressure.changes.

Cost of food and beverage products increased to $52.4$52.5 for the second quarter of 2026 period compared to $51.5$47.2 for the 2025second period.quarter of 2025. Cost of food and beverage productsproducts, as a percentage of food and beverage revenuesrevenues, decreasedincreased to 24.8% for the second quarter of 2026 from 24.5% for the 2026second periodquarter fromof 25.6% for the 2025 period.2025. The increase in cost of food and beverage products was primarily due to higher food and beverage revenue associated with the enhanced menu and the eat-and-play combo enhancementsenhancements, drivingwhich drove higher food attach rates. The decline as a percentage of food and beverage revenues was due to higher check growth associated with menu enhancements made in the second half of fiscal 2025.