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Verano Holdings Inc

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Year Founded & Workforce

1982

23,610 Employees

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Verano Holdings Inc Overview

Dave & Buster's occupies the top of the North American "eatertainment" category: high-volume, large-box venues that bundle arcade and redemption gaming, immersive sports viewing, full-service casual dining and a complete bar programme into a single ticket. The economic engine is entertainment, not food — game play generated 62.9% of fiscal 2025 revenue at a 91.9% gross margin, insulating the model from food-cost inflation in a way traditional casual dining cannot match. Roughly 90% national brand awareness and a dual-brand structure (Dave & Buster's for young adults, Main Event for families) give it the widest demographic reach in the category. That structural advantage is currently obscured by an operating crisis: five consecutive fiscal years of leadership churn, thirteen straight quarters of negative comparable sales through Q1 fiscal 2026, a fiscal 2025 net loss of USD 48.7 million, and approximately USD 1.55 billion of net debt against USD 91.2 million of book equity. The asset is sound; the execution is unproven.

Dave & Buster's Entertainment, Inc. is the owner, operator and franchisor of large-format "eatertainment" venues in North America operating under two distinct brands — Dave & Buster's and Main Event. As of 3 February 2026 the Company operated 243 company-owned venues, comprising 179 Dave & Buster's branded stores across 43 states, Puerto Rico and Canada, and 64 Main Event stores across 22 US states, supplemented by four franchised Dave & Buster's locations internationally.

MetricFY2023FY2024FY2025
Team members (headcount, approx.)——23,610
Company-owned venues at year end (units)221232243
Store operating weeksnot extracted11,76912,343

The Company disclosed the fiscal 2025 workforce composition as 88.8% store hourly team members, 9.4% store management, 1.5% store support and 0.3% dedicated special events sales force. Unit counts are used above as the closest verifiable proxy for workforce scale.


What the Company does

Dave & Buster's is a single-segment operator of company-owned, leased-format entertainment and dining venues, augmented by an early-stage international franchising business. Revenue is generated at the venue from three commercial motions occurring simultaneously within one physical box:

Entertainment. The arcade — referred to as the Midway in older filings and simply as "the arcade" in the fiscal 2025 10-K — contains redemption games, simulation games, virtual reality, traditional arcade and midway-style games, some of which are exclusive to the Dave & Buster's and Main Event brands on a permanent or temporary basis. Dave & Buster's stores average approximately 125 games and Main Event stores approximately 112. Larger-format sites add bowling, laser tag, billiards and gravity ropes. Games are activated by game-play credits loaded onto cards or RFID devices, purchased at automated kiosks, through the mobile application or from team members. Redemption games dispense tickets exchangeable at an in-store retail redemption counter for prizes ranging from branded novelty items to consumer electronics — the "opportunity to win" mechanic that management identifies as the core non-replicable element of the experience.

Sports viewing. All stores carry multiple large-screen televisions with high-quality audio. The majority of Dave & Buster's branded stores carry LED "Wow Walls" providing an enhanced viewing environment and a programming and marketing platform. This is a traffic driver rather than a separately monetised line — it converts to food, beverage and game spend.

Food and beverage. Both brands operate under a "modern American dining" identity built on a condensed menu of enhanced-flavour, quality-ingredient items: starters, burgers and handhelds, choice-grade steaks, pasta, plus low-calorie, vegetarian and gluten-friendly options. Every location operates a full bar with beers, hand-crafted cocktails and premium spirits, with beverage service available throughout the store to create multiple points of sale. In Q3 fiscal 2025 the Company launched a "back-to-basics" menu at Dave & Buster's stores, restoring historically favoured items and adding new options.

The Company's own characterisation (fiscal 2025 Form 10-K, Item 1)

The Company describes itself as "the owner and operator of 243 venues in North America that offer premier entertainment and dining experiences for both adults and families under the Dave & Buster's and Main Event brands," with Dave & Buster's offering guests the opportunity to "Eat Drink Play and Watch," all in one location, and Main Event offering "state-of-the-art bowling, laser tag, arcade games and virtual reality, making it the perfect place for families to connect and make memories." Management states that international franchising is at an "early-stage growth" phase.

Revenue model and mix

Revenue line (USD Mn)FY2022FY2023FY2024FY2025
Game play credit usage1,264.81,406.11,366.7not separately extracted
Other entertainment (incl. franchise, breakage)21.328.724.3not separately extracted
Entertainment revenues1,286.11,434.81,391.01,323.5
Food and non-alcoholic beverages459.9517.1506.3not separately extracted
Alcoholic beverages218.4253.4235.4not separately extracted
Food and beverage revenues678.3770.5741.7779.3
Total revenues1,964.42,205.32,132.72,102.8
Mix metric (% of total revenue)FY2022FY2023FY2024FY2025
Entertainment share65.565.165.262.9
Food and beverage share34.534.934.837.1

There is no subscription business in the accounting sense, though the Company has built subscription-adjacent products: Season Passes, Unlimited Game Play Passes and, in calendar 2025, the brand's first Summer-Season Pass. Licensing revenue is confined to international franchise royalties and fees, which are immaterial to consolidated revenue and are captured within "Other" entertainment revenue alongside gift card breakage.

Food and beverage revenue grew 5.1% in absolute terms while entertainment revenue fell 4.8%. That is the "back-to-basics" strategy visibly working on the food side — Eat & Play Combo, menu simplification, improved attach — while the high-margin entertainment engine deteriorated. Because entertainment carries a 91.9% gross margin against approximately 75% for food and beverage, this mix shift is margin-dilutive even where it is traffic-accretive, and it is the proximate arithmetic cause of the Adjusted EBITDA margin compression from 23.7% to 20.8%.

Value chain position and customer types

The Company sits at the retail end of the leisure value chain: it owns the guest relationship, the real estate leasehold and the operating format, and buys games, prizes and food inputs from third-party suppliers. It does not manufacture games; it procures them at volume-discounted pricing and negotiates exclusivity windows with manufacturers. It does not own most of its real estate — the majority of stores operate on leased property, with sale-leasebacks used opportunistically to monetise owned assets.

Customer types are: (i) walk-in guests — young adults and families for Dave & Buster's, families with children for Main Event; (ii) special events / group bookings — corporate events, school outreach, birthday parties, banquet and group entertainment packages, supported by a dedicated 0.3%-of-headcount special events sales force and an online booking platform; and (iii) international franchisees, a B2B customer class of five signed partnerships.

End-markets served

Out-of-home discretionary entertainment and casual full-service dining in North America, with a nascent presence in India, the Philippines, the Dominican Republic and, planned, Mexico and Australia. The demand pool is household discretionary spending — the most cyclically exposed line in the consumer wallet.

Independent characterisation

Dave & Buster's is best understood not as a restaurant company but as a capital-intensive amusement operator with a restaurant attached. Its unit economics resemble a leisure attraction: high upfront development cost, high fixed occupancy, very high incremental margin on the primary revenue driver, and a "honeymoon" decay curve on new units that management explicitly acknowledges. This produces two characteristic vulnerabilities that the fiscal 2024–2026 period has exposed in full. First, the model requires continuous reinvestment in game content and store condition to sustain relevance; underinvestment produces a lagged but severe traffic penalty — management conceded in the Q1 fiscal 2026 call that only about 80% of arcades had been refreshed over the prior year and that "lack of newness in games" was a driver of underperformance. Second, the operating leverage that made the model spectacular on the way up (fiscal 2021–2023) works with equal force in reverse: a 5.0% comparable sales decline in fiscal 2025 produced a 61% decline in operating income.

Strategy

Stated corporate strategy, fiscal 2025 Form 10-K, Item 1

Management articulates a "multi-faceted growth strategy" with three pillars. The verbatim structural themes are set out below.

Pillar 1 — Drive growth in comparable store sales, via six sub-strategies stated in the 10-K:

  1. Offer the latest entertainment to bring people together. Continual annual game refresh through proprietary development and purchase of new games, prioritising large scale, eye-catching appearance, association with recognisable brands, group playability and non-replicability at home. Extension of programming capabilities with curated content and a calendar of ongoing and one-time events leveraging audio-visual investment. Continuous review and updating of game pricing.

  2. Offer novel food and drink at competitive prices. Wide variety of craveable items at optimised prices; simplification of execution to deliver dishes hotter and faster.

  3. Drive customer engagement through an optimised media mix and strategic loyalty offerings. Personalised messaging, brand story advertising, CRM and loyalty database targeting.

  4. Refresh our existing sites. Regular maintenance plus selective remodels to modernise layouts and drive efficiency.

  5. Drive incremental sales volume through special event hosting. Optimised online booking, group-tailored entertainment, ticketed experiences for smaller groups and individuals, elevated banquet menus.

  6. Drive an improved experience and optimize operations through targeted technology investments. Kiosks and self-service technology, analytics tools, technology upgrades.

Pillar 2 — Invest domestically in our brands. Multi-format new unit development targeting at least 30% one-year and 25% five-year cash-on-cash returns, defined as store-level Adjusted EBITDA divided by net development costs (equipment, building, leaseholds and site costs, net of tenant improvement allowances, other landlord payments and sale-leaseback proceeds, excluding pre-opening costs and capitalised interest).

Pillar 3 — Invest in foreign operations. Expansion of the Dave & Buster's brand through international franchise agreements, supported by six named enabling initiatives: customisable footprint; focused menu localisation; a proprietary dynamic pricing model; demographically agnostic, locally executable global marketing; differentiated entertainment strategies per demographic; and localised entertainment plus third-party programming.

The "Back-to-Basics" transformation programme

WorkstreamContentEvidence of progress
Food and beverage"Back-to-basics" menu launched Q3 fiscal 2025 restoring historically favoured items; Eat & Play Combo emphasis; improved food attachF&B revenue +5.1% in fiscal 2025 against total revenue −1.4%; F&B comparable sales approximately +5% in Q1 fiscal 2026
MarketingSharpened marketing to drive brand consideration; "disciplined marketing"; correction of prior promotional misstepsManagement acknowledged promotional missteps contributed to the Q1 fiscal 2026 miss
GamesLargest new-game rollout since 2017 — 10 titles, with at least five more planned; IP partnerships; refresh of more than 10% of the game room floorEntertainment revenue still −4.8% in fiscal 2025; management conceded only ~80% of arcades refreshed in the prior year
Operations and culturePrioritising field operations and culture; leadership team significantly strengthenedEight senior executive appointments or re-scopes in 2026
Remodels"Refreshed remodel program"; pricing and menu architecture refinementRemodel pace cut from 16 in fiscal 2025 to a planned 8 in fiscal 2026
Capital discipline"Strict capital expenditure discipline" with minimum return thresholdsNet capex guided to no more than USD 200 million in fiscal 2026 from approximately USD 270 million in fiscal 2025; Q1 fiscal 2026 capex down 31.9%

Announced by Tarun Lal on appointment in July 2025 and continued under Darin Harper, this is the operative strategic programme. Its stated components:

The Company also defined a brand purpose during fiscal 2025 — "Fun is the Emotion" — described in the annual report as establishing a clear North Star.

Announced strategic initiatives, trailing 24 months

DateInitiative
Nov 2024Debt refinancing: incremental Term B loans, revolver upsized to USD 650.0 million, January 2021 senior secured notes repaid
Dec 2024First international franchise store opens, Bengaluru, India
FY2024–FY2025ERP, human capital management and inventory software implementation completed (USD 11.1 million of system implementation costs in fiscal 2024, USD 3.3 million in fiscal 2025)
FY2024–FY2025Sale-leaseback programme: two properties for USD 45 million (Q1 FY2024); five properties for USD 111 million (Q4 FY2024); approximately USD 77 million from sale-leaseback and other real estate financing (Q2 FY2025); USD 16.8 million (Q1 FY2026)
Jul 2025Back-to-Basics strategy launched under new CEO
Calendar 2025First-ever Summer-Season Pass launched, following the Winter Pass; drove a measurable improvement in repeat visitation per third-party foot-traffic analysis
Q3 FY2025Back-to-basics menu launched at Dave & Buster's stores
Aug–Oct 2025Mumbai and Manila franchise openings
Feb 2026Santo Domingo franchise opening
FY2025"Fun is the Emotion" brand purpose defined
FY202610-game rollout with licensed IP partnerships (Hot Wheels, John Wick, The Mandalorian & Grogu, Stranger Things, ICEE)
May–Jun 2026Fifth and sixth international franchise stores opened

Sustainability and ESG commitments: the Company states a commitment to being good environmental stewards and to conducting business sustainably, and to partnering with suppliers who share commitments to ethical conduct, fair labour practices and environmental sustainability. It specifically condemns human trafficking and child labour abuse.

Management's financial targets and guidance

TargetPeriodSource
Increase in same store sales, revenue and Adjusted EBITDAFiscal 2026Q4 FY2025 earnings release, 31 March 2026
More than USD 100 million in free cash flowFiscal 2026Q4 FY2025 release; reaffirmed at Q1 FY2026
Net capital expenditure no more than USD 200 millionFiscal 2026Q1 FY2026 earnings call
Positive comparable store sales for the remainder of the yearFiscal 2026, from Q2Q1 FY2026 earnings release and call
Approximately 11 new store openingsFiscal 2026Company commentary
8 Dave & Buster's remodelsFiscal 2026Q1 FY2026 release
At least 1 further international franchise openingFiscal 2026Q1 FY2026 release
37 total franchised international locationsLong termFiscal 2025 Form 10-K
At least 30% one-year and 25% five-year cash-on-cash new store returnsOngoingFiscal 2025 Form 10-K
USD 1 billion Adjusted EBITDA"In the coming years," stated April 2024FY2023 earnings release — no longer referenced by management and should be treated as withdrawn

Credibility check. Management reaffirmed the "positive comps for the remainder of the year" guidance on 15 June 2026 while simultaneously disclosing that quarter-to-date Q2 comparable sales were running approximately −4%. That is a demanding bridge. The CEO who gave that guidance retired seven weeks later.

Products & Services

Because the Company reports as a single segment, the portfolio below is organised by brand and by revenue-generating offer.

Brand: Dave & Buster's

Format and specification. Existing stores range from approximately 16,000 to 70,000 square feet. Three prospective formats are in use for new development: large format targeted at 30,000–45,000 square feet; medium format at 25,000–30,000 square feet; and small format at 25,000 square feet. Stores opened in fiscal 2025 averaged approximately 28,000 square feet — evidence that development has decisively shifted toward the smaller box. Management states the smaller format reduces capital investment risk per store and enables entry into secondary markets that would not support a larger box, achieved by reducing back-of-house space and optimising the customer-facing area dedicated to simulation and redemption games.

Target customer. Young adults and families. Approximately 90% national brand awareness as an entertainment and dining venue as of 3 February 2026.

Core offers:

Arcade / game floor: Average approximately 125 games per store. Categories: redemption, simulation, virtual reality, traditional arcade and midway-style. Larger boxes add billiards and gravity ropes. Certain titles are exclusive to the brand on a permanent or temporary basis.

Power Card®: The stored-value game-activation platform. Guests purchase game-play credits or "chips" at automated kiosks, through the mobile application, or from team members. This is the monetisation rail for the entire entertainment line and the mechanism through which entertainment revenue deferrals arise.

Redemption prize counter: Retail-style in-store space exchanging tickets for prizes ranging from branded novelty items to high-end electronics.

Wow Walls: Cutting-edge LED video walls installed in the majority of Dave & Buster's branded stores, providing an elevated sports and event viewing experience and a platform for broader programming and marketing. Complemented by large high-definition televisions and high-quality audio throughout.

Modern American dining menu: Starters, one-of-a-kind burgers and handhelds, choice-grade steaks, pasta, plus low-calorie, vegetarian and gluten-friendly options. The "back-to-basics" menu launched in Q3 fiscal 2025 restored historically favoured items and added new options.

Full bar programme: Beers, hand-crafted cocktails and premium spirits, using fresh juices, purees and house-made mixers. Streamlined menu for execution speed. Service available throughout the store to create multiple points of sale.

Special events and banquets: Dedicated sales force, optimised online booking, group-tailored entertainment offerings, elevated banquet menus and dedicated service. Ticketed experiences allowing smaller groups and individuals to join themed or limited-time programming within venues — a newer product introduced to broaden the events funnel beyond large corporate bookings.

Named promotional products and pricing constructs: Eat & Play Combo® (the flagship attach-rate driver and the standout performer of fiscal 2025), Season Passes, Unlimited Game Play Passes, Half Price Games, the Summer-Season Pass (first launched calendar 2025), the Winter Pass, food and beverage specials during major sporting events, industry nights, school outreach programmes, trivia nights and contests.

Digital products: Mobile application and web platform enabling game-credit purchase and recharge, exclusive offers, limited-time discounts and loyalty engagement. In-store self-service kiosks. The Company tracks in-store transactions for customer retention programmes and executes cross-sell — for example, offering free appetiser or dessert promotions with an entrée purchase to gaming-heavy guests.

Brand: Main Event

Format and specification. Existing stores range from approximately 37,500 to 78,000 square feet, with a target for future stores of 40,000–50,000 square feet. Main Event stores opened in fiscal 2025 averaged approximately 50,000 square feet — the opposite trajectory to Dave & Buster's, reflecting Main Event's need for bowling lane and laser tag footprint.

Target customer. Families with children.

Core offers: State-of-the-art bowling; laser tag; an arcade averaging approximately 112 games including virtual reality; gravity ropes; food, drinks and full bar service on the same modern American dining platform as Dave & Buster's; birthday party and group event packages.

Named trademark: Eat.Bowl.Play.® is the registered brand positioning line for Main Event, distinct from Eat Drink Play Watch® for Dave & Buster's.

Franchise services (international)

Offer. A licensed Dave & Buster's format package sold to international master franchisees. The Company has developed specific strategic initiatives to support global market penetration: a customisable footprint to improve unit economics by market; focused menu localisation with high regional resonance; a proprietary dynamic pricing model; global marketing programmes that are demographically agnostic and locally executable; differentiated entertainment strategies and packages unique to each demographic; localised entertainment; and third-party programming.

Pricing model. Franchise fees and ongoing royalties. Specific rates are not publicly disclosed. Related revenue is recorded within "Other" entertainment revenue.

Scale. Five signed international franchise partnerships covering India, Australia, the Dominican Republic, the Philippines and Mexico, contemplating a total of 37 franchised Dave & Buster's locations.

Fiscal 2026 game content pipeline (named titles)

TitleCharacter
Hot Wheels Ultimate SpeedwayLicensed IP racing/simulation
ICEE Slush RushLicensed brand redemption
John Wick: Continental PursuitLicensed film IP
Odin's Hammer StrikeOriginal strength/redemption
Perfect PumpOriginal skill/redemption
The Mandalorian & GroguLicensed film/television IP
Stranger Things-related contentLicensed television IP

Management disclosed on the Q1 fiscal 2026 earnings call that the Company rolled out 10 new games — the largest single rollout since 2017 — with at least five more planned for the remainder of fiscal 2026, together refreshing more than 10% of the game room floor. Named titles include:

The IP-partnership orientation of this slate is strategically significant: it substitutes licensed cultural relevance for the proprietary game development the Company historically emphasised, and management explicitly framed the objective as improving relevance and traffic rather than increasing spend from guests already in stores.

Registered trademarks

Dave & Buster's®, Power Card®, Eat & Play Combo®, Eat Drink Play®, Eat Drink Play Watch®, Main Event®, Main Event Entertainment®, Eat.Bowl.Play.®. Additional trademarks are registered or applied for with the United States Patent and Trademark Office and in various foreign countries.

Financial Narrative

Income statement

Notes on derivation and comparability. The FY2021 Adjusted EBITDA figure of USD 351.8 million is the arithmetic sum of the four quarterly Adjusted EBITDA amounts the Company reported during fiscal 2021 (Q1 USD 76.7 million, Q2 USD 119.2 million, Q3 USD 68.2 million, Q4 USD 87.7 million). It is not comparable to FY2022–FY2025 because the Company changed the definition of Adjusted EBITDA from the 13 weeks ended 29 January 2023 to exclude pre-opening costs. It is flagged as derived, not as reported.

Per-share data and margins

Revenue CAGR, FY2021 to FY2025 (four-year): 12.7%. Revenue CAGR, FY2023 to FY2025 (two-year): −2.3%. The first number is an artefact of pandemic recovery and the mid-FY2022 Main Event consolidation; the second is the honest run-rate.

Balance sheet

Balance-sheet commentary. Goodwill and intangibles are not separately broken out in the summary balance sheet the Company publishes with its earnings release; they sit within "Intangible and other assets, net" of USD 970.3 million, the bulk of which arises from the Main Event acquisition. Working capital is deeply negative — USD 124.1 million of current assets against USD 434.6 million of current liabilities, a deficit of USD 310.5 million. This is normal and non-alarming for a cash-collecting hospitality operator with large deferred entertainment revenue balances, but it removes any balance-sheet cushion. Stockholders' equity has fallen to USD 91.2 million against USD 4,116.6 million of assets — a 2.2% equity ratio — the direct consequence of USD 470 million-plus of buybacks executed at prices far above the current market alongside a swing into loss. The maximum permitted Net Total Leverage Ratio was increased from 3.50:1.00 to 4.00:1.00, a covenant relaxation that gives the Company approximately 0.7 turns of headroom against a reported 3.3x.

Cash flow

Cash-flow commentary and a flagged discrepancy. Management stated on the Q1 fiscal 2026 call that net capital expenditures were approximately USD 270 million in fiscal 2025 and will be no more than USD 200 million in fiscal 2026. On an operating-cash-flow-less-net-capex basis, fiscal 2025 free cash flow was therefore approximately positive USD 21 million. S&P Global Ratings, by contrast, states that Dave & Buster's ran a free operating cash flow deficit of USD 100 million in fiscal 2025 and forecasts a USD 40 million deficit in 2026. Both figures are reported here; the discrepancy is definitional — S&P's FOCF measure captures gross property and equipment purchases before sale-leaseback proceeds and applies its own lease adjustments, whereas management's "net capex" nets sale-leaseback and landlord reimbursements against gross spend. Analysts should treat management's ">USD 100 million free cash flow" fiscal 2026 target as a net-of-real-estate-monetisation figure, not a gross operating measure. The fiscal 2025 investing outflow of USD 386.9 million against management's USD 270 million net capex implies roughly USD 117 million of real estate and other proceeds offsetting gross spend — consistent with the disclosed USD 77 million of sale-leaseback and other real estate financing realised in Q2 fiscal 2025 alone.

Ratio analysis

Return on invested capital is not computed because a defensible invested-capital base requires the full lease-adjusted capital structure disclosure not available in the sources reviewed; users requiring ROIC should build it from the audited fiscal 2025 balance sheet in the Form 10-K. The cash conversion cycle is not meaningful for this business model — the Company collects cash at point of sale, carries minimal receivables, and funds inventory on trade credit; the negative working capital position reflects a structurally negative cycle rather than a computed ratio worth presenting.

Trend commentary, inflections and drivers

Fiscal 2021 — the recovery year. Revenue of USD 1,304.6 million and net income of USD 108.6 million exceeded fiscal 2019 profitability on a smaller footprint. Pent-up demand, restricted competing entertainment supply and a lean cost base produced Adjusted EBITDA margins in the high twenties.

Fiscal 2022 — the Main Event year. Revenue rose 50.6%, of which the majority is inorganic: Main Event consolidated from 29 June 2022. The Company achieved its USD 25 million annual synergy target. Net income of USD 137.1 million and diluted EPS of USD 2.79 marked the profit peak on a per-share basis before the buyback distortion took hold. Adjusted EBITDA margin compressed to 24.4% from 27.0% as Main Event's lower-margin bowling and laser tag mix diluted the arcade-heavy Dave & Buster's average.

Fiscal 2023 — the revenue peak. USD 2,205.3 million of revenue and USD 555.6 million of Adjusted EBITDA remain the all-time highs. But the inflection had already occurred beneath the surface: pro forma comparable store sales fell 6.2% for the year, and the reported growth was entirely attributable to the Main Event full-year consolidation and the 53rd week. Management was publicly reiterating a USD 1 billion Adjusted EBITDA aspiration at precisely the moment the underlying comparable base turned negative — a significant governance and forecasting failure in hindsight.

Fiscal 2024 — the break. Revenue fell 3.3% and comparable store sales fell 7.2%. Operating income collapsed from USD 306.6 million to USD 220.4 million; the 360-basis-point operating margin decline against a 3.3% revenue decline demonstrates the ferocity of the negative operating leverage. Net income fell 54% to USD 58.3 million, worsened by a USD 15.2 million loss on the November 2024 debt refinancing and by interest expense rising to USD 135.3 million. The Company nonetheless repurchased approximately 5 million shares for USD 172.0 million — 12.4% of the share count — an aggressive capital-allocation decision made into deteriorating fundamentals that Moody's expressly cited when it cut the rating. The CEO departed in December 2024.

Fiscal 2025 — the loss year. Revenue fell a further 1.4% to USD 2,102.8 million despite 11 net new units and 574 additional store operating weeks; comparable store sales fell 5.0%. The income statement deteriorated on four fronts simultaneously: (i) other store operating expenses rose 5.0% to USD 725.1 million against falling revenue — occupancy, utilities and elevated marketing spend; (ii) operating payroll rose 2.3% to USD 535.8 million on new-unit wages; (iii) general and administrative expenses rose 17.6% to USD 117.0 million, reflecting leadership transition costs, executive search fees and third-party strategic consulting; and (iv) depreciation and amortization rose 17.3% to USD 279.4 million as the remodel, games and ERP/HCM capital programme flowed through. Combined with USD 40.1 million of other charges — including USD 17.8 million of long-lived asset impairment on underperforming stores and USD 19.1 million of loss on property and equipment transactions — operating income fell to USD 86.1 million. Interest expense of USD 154.0 million exceeded operating income, producing a pre-tax loss of USD 67.9 million and, after a USD 19.2 million tax benefit, a net loss of USD 48.7 million.

The single most important structural fact from fiscal 2025: operating income of USD 86.1 million no longer covers net interest expense of USD 154.0 million. Interest coverage on an operating-income basis is 0.56x. The business is currently servicing its debt out of depreciation add-back, not out of operating profit. This is the analytical centre of gravity for the entire credit and equity story.

Q1 fiscal 2026 — early evidence of stabilisation, and of its limits. Revenue of USD 559.2 million fell 1.5%; comparable store sales fell 5.4% — the thirteenth consecutive quarter of decline and a deterioration from the fourth quarter's −3.3%. Operating income of USD 46.9 million (8.4% margin) was down from USD 63.2 million (11.1%). Net income fell to USD 5.7 million from USD 21.7 million. Adjusted EPS of USD 0.22 missed consensus of approximately USD 0.60–0.90 by a very wide margin. The genuine positives were cash-based: operating cash flow rose 18.8% to USD 113.8 million, capital expenditure fell 31.9% to USD 105.3 million, and adjusted free cash flow swung to positive USD 25.3 million from negative USD 58.8 million — an USD 84 million year-on-year improvement. Food and beverage comparable sales rose approximately 5% and special events grew approximately 3%; entertainment weakness carried the decline. Liquidity closed at USD 499.1 million.

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Financial Detail

Revenue category (USD Mn)

Revenue category (USD Mn)FY2022FY2023FY2024FY2025

Entertainment revenues

1,286.11,434.81,391.01,323.5

Food and beverage revenues

678.3770.5741.7779.3

Total revenues

1,964.42,205.32,132.72,102.8

Growth rate (% YoY)

Growth rate (% YoY)FY2023FY2024FY2025

Entertainment revenue growth

11.6-3.0-4.8

Food and beverage revenue growth

13.6-3.75.1

Total revenue growth

12.3-3.3-1.4

Margin metric (%)

Margin metric (%)FY2023FY2024FY2025

Cost of entertainment as % of entertainment revenue

—8.58.1

Entertainment gross margin

—91.591.9

Cost of food and beverage as % of F&B revenue

—26.424.8

Food and beverage gross margin

—73.675.2

Total cost of products as % of total revenue

16.014.714.3

Blended gross margin on products

84.085.385.7

Operating Metrics (units)

Brand metric (units)FY2024FY2025

Dave & Buster's company-owned stores

171179

Main Event company-owned stores

6164

Total company-owned venues

232243

International franchised Dave & Buster's stores

14

US states with Dave & Buster's stores

4343

US states with Main Event stores

2222

Revenue by Segment and Segment Margins & Growth (%)

Store economics (USD Mn unless noted)FY2024FY2025

Store operating income before D&A

604.4541.6

Store operating income before D&A margin (%)

28.325.8

Store operating weeks

11,76912,343

Total revenue per store operating week (USD K)

181170

Total revenue per square foot per store operating week (USD)

4.354.14

Income statement (USD Mn)

Income statement (USD Mn)FY2021FY2022FY2023FY2024FY2025

Total revenue

1,304.61,964.42,205.32,132.72,102.8

Total cost of products

——353.0314.4300.3

Gross profit (revenue less cost of products)

——1,852.31,818.31,802.5

Operating payroll and benefits

———523.5535.8

Other store operating expenses

———690.4725.1

General and administrative expenses

———99.5117.0

Depreciation and amortization

———238.2279.4

Pre-opening costs

———18.719.0

Other charges and gains

———27.640.1

Total operating costs

——1,898.71,912.32,016.7

Operating income

——306.6220.486.1

Interest expense, net

———135.3154.0

Loss on debt refinancing

——0.015.20.0

Income (loss) before income taxes

———69.9-67.9

Provision for (benefit from) income taxes

———11.6-19.2

Net income (loss)

108.6137.1126.958.3-48.7

Adjusted EBITDA (Company-defined)

351.8480.2555.6506.2436.6

Adjusted net income (loss)

—159.1156.995.6-10.6

Per-share and margin metric

Per-share and margin metricFY2021FY2022FY2023FY2024FY2025

Diluted EPS (USD)

2.212.792.881.46-1.40

Basic EPS (USD)

———1.49-1.40

Adjusted diluted EPS (USD)

—3.233.572.39-0.30

Dividends per share (USD)

0.000.000.000.000.00

Weighted average diluted shares (M)

———40.0134.67

Weighted average basic shares (M)

———39.0734.67

Gross margin on products (%)

——84.085.385.7

Operating margin (%)

——13.910.34.1

Adjusted EBITDA margin (%)

27.024.425.223.720.8

Net margin (%)

8.37.05.82.7-2.3

Store operating income before D&A margin (%)

—29.7—28.325.8

Growth metric (%)

Growth metric (%)FY2022FY2023FY2024FY2025

Revenue growth YoY

50.612.3-3.3-1.4

Comparable store sales change

19.0-6.2-7.2-5.0

Balance Sheet

Balance sheet (USD Mn)FY2024FY2025

Cash and cash equivalents

6.916.6

Other current assets

87.5107.5

Total current assets

94.4124.1

Property and equipment, net

1,634.61,719.0

Operating lease right-of-use assets

1,318.41,303.2

Intangible and other assets, net

968.4970.3

Total assets

4,015.84,116.6

Total current liabilities

433.9434.6

Deferred income taxes

73.068.6

Operating lease liabilities (non-current)

1,575.11,562.6

Other long-term liabilities

308.9444.6

Long-term debt, net

1,479.11,515.0

Stockholders' equity

145.891.2

Total liabilities and stockholders' equity

4,015.84,116.6

Debt structure at 3 February 2026 (USD Mn)

Debt structure at 3 February 2026 (USD Mn)Amount

Term loan facility principal outstanding

1,382.3

Revolving credit facility drawn (of USD 650.0M committed)

170.0

Total debt (face amount, net of unamortized issuance costs and discounts, including finance leases)

1,555.2

Less cash and cash equivalents

-16.6

Add outstanding letters of credit

13.7

Net debt (as defined in the Credit Agreement)

1,552.3

Credit Adjusted EBITDA (trailing four quarters)

463.7

Net Total Leverage Ratio (x)

3.3

Cash flow (USD Mn)

Cash flow (USD Mn)FY2024FY2025

Net cash provided by operating activities

312.3290.8

Net cash used in investing activities

-529.8-386.9

Net cash provided by financing activities

187.1105.8

Increase (decrease) in cash and cash equivalents

-30.49.7

Net capital expenditures (management-stated, approximate)

—270.0

Dividends paid

0.00.0

Share repurchases

172.0—

Returns & Leverage Ratios (%) and Financial Ratios (x)

RatioFY2024FY2025

Return on equity (%)

not computable

-41.1

Return on assets (%)

not computable

-1.2

Current ratio (x)

0.220.29

Total debt / equity (x)

10.117.1

Net debt / Credit Adjusted EBITDA (x)

—3.3

Interest coverage, operating income / net interest expense (x)

1.630.56

Interest coverage, Adjusted EBITDA / net interest expense (x)

3.742.84

Asset turnover (x)

not computable

0.52

Working capital (USD Mn)

-339.5-310.5

Operating Metrics (units) by Geographic Footprint

Geographic footprint (units)FY2024FY2025

Dave & Buster's company-owned stores, United States and Puerto Rico

169177

Dave & Buster's company-owned stores, Canada (Ontario)

22

Main Event company-owned stores, United States

6164

International franchised stores (India, Philippines, Dominican Republic)

14

Total venues including franchised

233247

Share price metric (USD)

Share price metric (USD)ValueAs of

Closing price

10.07

19 Aug 2026

Closing price

10.19

14 Aug 2026

Closing price

9.56

14 Jul 2026

Closing price

12.32

15 Jun 2026 (pre-after-hours)

Closing price

14.29

4 Nov 2025

Reference price in 2025 proxy

19.46

21 Apr 2025

Closing price

20.21

17 Mar 2025

52-week range (Investing.com basis)

9.40 to 26.31

Aug 2026

52-week range (TipRanks basis)

9.61 to 35.53

Jun 2026

Market capitalisation

approximately 350 million

19 Aug 2026

Market capitalisation

449.18 million

16 Jun 2026

Market capitalisation

491.23 million

4 Nov 2025

Market capitalisation

697.55 million

17 Mar 2025

Shares outstanding

34,739,405

27 Mar 2026

Total return period

Total return periodApproximate performance

One year to Nov 2025 (market cap basis)

-68.9%

Apr 2025 (USD 19.46) to Aug 2026 (USD 10.07)

-48.3%

Mar 2025 (USD 20.21) to Aug 2026 (USD 10.07)

-50.2%

Valuation Metric Details

Valuation metricDave & Buster'sBasis

P/E (trailing)

Not meaningful — trailing EPS of −1.87 to −1.88

Aug 2026

Market capitalisation (USD Mn)

350

19 Aug 2026

Net debt (USD Mn)

1,552.3

3 Feb 2026

Implied enterprise value (USD Mn)

approximately 1902

Derived: market cap plus net debt

EV / FY2025 Adjusted EBITDA (x)

approximately 4.4

Derived from the above and USD 436.6 million

EV / FY2025 revenue (x)

approximately 0.90

Derived

Price / book (x)

approximately 3.8

Derived: USD 350 million over USD 91.2 million equity

Free cash flow yield on FY2026 target (%)

approximately 28

Derived: >USD 100 million over approximately USD 350 million

Consensus Metric Details

Consensus metricValueAs of

Average 12-month price target (USD)

17.00

Aug 2026

High estimate (USD)

25.00

Aug 2026

Low estimate (USD)

12.00

Aug 2026

Recommendation split

3 buy, 0 sell, overall Buy

Aug 2026 (Investing.com)

Zacks Rank

4 (Sell)

Jun 2026

Next earnings date

9 Sep 2026

—

Expected revenue growth, next 12 months

approximately 5%

Sell-side consensus, Jun 2026

Recent Analyst Actions Details

Recent analyst actionsDateAction

Benchmark

16 Jun 2026

Downgraded to Hold from Buy on an "elusive" recovery

UBS

16 Jun 2026

Price target lowered to USD 12 from USD 13

BMO Capital Markets

16 Jun 2026

Price target lowered to USD 22 from USD 24; Outperform maintained. Described as the most credible institutional bull

Citizens

29 Jun 2026

Initiated at Market Perform

UBS

16 Sep 2025

Price target lowered to USD 25 from USD 29; Neutral

Loop Capital

11 Jun 2025

Price target raised to USD 46 from USD 35; Buy

BMO Capital Markets

11 Jun 2025

Price target raised to USD 35 from USD 30; Outperform

Piper Sandler

11 Jun 2025

Price target raised to USD 30 from USD 22; Neutral

Truist Financial

27 Aug 2025

Price target lowered to USD 27 from USD 29; Hold

Programme Event Details

Programme eventDateAmount

Board authorises repurchase programme

March 2023

Up to USD 100 million

Remaining authorisation increased

September 2023

To USD 200 million

Q3 FY2023 repurchase

Q3 FY2023

USD 100 million

FY2024 total repurchases

FY2024

Approximately 5 million shares for USD 172.0 million, equal to 12.4% of shares outstanding at FY2023 year end

Q4 FY2024 repurchase

Q4 FY2024

USD 108 million

Q1 FY2025 repurchase

Q1 FY2025

USD 23.9 million, 1.0 million shares (2.9% of shares outstanding at FY2024 year end)

Remaining authorisation

June 2025

USD 104.1 million

24-month cumulative repurchases to mid-2025

—

More than USD 470 million (Moody's)

FY2025 and FY2026 repurchase activity

—

Not identified in sources reviewed; the shift to free cash flow and deleveraging priorities suggests suspension

Credit Ratings

AgencyRatingOutlookDateRationale

Moody's Ratings

B3 corporate family rating (downgraded from B2)

Negative

October 2025

Weak credit metrics and deteriorating financial performance; high debt relative to earnings

Moody's Ratings

SGL-3 speculative grade liquidity (downgraded from SGL-2)

—

May 2025

Liquidity expected to remain adequate despite negative free cash flow; scaled-back capital spending; continued reliance on external funding

S&P Global Ratings

B- issuer credit rating (affirmed)

Negative (revised from stable)

26 June 2026

Thirteenth consecutive quarter of comparable store sales decline; forecast USD 40 million FOCF deficit in 2026; expected 140bp of further adjusted EBITDA margin contraction

Fitch Ratings

Not identified in sources reviewed

——

Flagged as not publicly disclosed or not rated

Capital Instruments

InstrumentAmount outstanding (USD Mn)MaturityRate basis

Term loan facility (2024 Term B Loans and existing Term B Loans)

1,382.3

Not disclosed in sources reviewed; flagged

Variable

Revolving credit facility (USD 650.0 million committed)

170.0 drawn

2029

SOFR or Alternative Base Rate plus a margin grid

Outstanding letters of credit

13.7——

Finance leases

Included within total debt of 1555.2

Various

—

Senior secured notes issued January 2021

0.0

Repaid 1 November 2024

—

Total debt (face, net of issuance costs and discounts, including finance leases)

1,555.2——

Analyst Conclusions

Management guidance

For fiscal 2026 (ending early February 2027), management has committed to: an increase in same store sales, revenue and Adjusted EBITDA versus fiscal 2025; more than USD 100 million of free cash flow; net capital expenditure of no more than USD 200 million against approximately USD 270 million in fiscal 2025; positive comparable store sales from the second quarter onward; approximately 11 new store openings; eight Dave & Buster's remodels; and at least one further international franchise opening. Guidance was reiterated on 15 June 2026 by Tarun Lal, who retired seven weeks later. Incoming CEO Darin Harper co-authored the plan as CFO and has not amended it publicly.

Consensus growth expectations

Sell-side consensus as of June 2026 expected revenue growth of approximately 5% over the following twelve months, an average 12-month price target of USD 17.00 against a market price near USD 10, and a wide dispersion from USD 12 to USD 25. S&P Global Ratings, by contrast, forecasts a low-single-digit percent comparable sales decline for 2026 and a further 140 basis points of adjusted EBITDA margin contraction. These two views are irreconcilable, and the gap between them is the investment case.

Bull case

1. The free cash flow inflection is real and the equity is priced for failure. Q1 fiscal 2026 delivered an USD 84 million year-on-year free cash flow improvement — from −USD 58.8 million to +USD 25.3 million — driven by an 18.8% rise in operating cash flow and a 31.9% cut in capital expenditure. A USD 100 million-plus free cash flow year against an approximately USD 350 million market capitalisation implies a roughly 28% free cash flow yield. Even partial delivery re-rates the equity substantially, because the capital-expenditure lever is entirely within management's control and does not require a consumer recovery.

2. Food and beverage is a validated, repeatable growth engine. F&B revenue grew 5.1% in fiscal 2025 while total revenue fell 1.4%, and comparable F&B sales rose approximately 5% in Q1 fiscal 2026. The Eat & Play Combo, the back-to-basics menu and improved food attach are working. F&B is now 37.1% of revenue against 34.8% a year earlier. This is the only workstream with two consecutive periods of verified positive results, and management has explicitly identified programmatic levers to scale attachment "in a margin-accretive way."

3. The game refresh addresses the identified root cause with the largest content investment since 2017. Management has diagnosed underinvestment in games as the proximate driver of entertainment revenue decline and responded with ten new titles refreshing more than 10% of the floor, with at least five more to come, anchored on recognisable IP — Hot Wheels, John Wick, The Mandalorian & Grogu, Stranger Things. Entertainment carries a 91.9% gross margin; a return to even flat entertainment comps would flow through with extreme operating leverage in the direction that has, for three years, worked only against the Company.

Bear case

1. Operating income no longer covers interest, and the trend is still negative. Fiscal 2025 operating income of USD 86.1 million against USD 154.0 million of net interest expense gives 0.56x coverage. Q1 fiscal 2026 operating income fell 25.8% year on year. With S&P forecasting a further 140 basis points of margin contraction and both agencies on negative outlook, the arithmetic path runs toward a covenant conversation, not away from one. The Company's own earnings releases now list "our ability to continue as a going concern" and "our ability to obtain waivers" among its cautionary factors — language that did not previously appear.

2. Thirteen consecutive quarters of declining comparable sales, and the trend worsened most recently. Comps ran −6.2% (FY2023), −7.2% (FY2024), −5.0% (FY2025), −3.3% (Q4 FY2025) and then deteriorated to −5.4% in Q1 FY2026, with Q2 quarter-to-date running at approximately −4%. Management guided to positive comps "for the remainder of the year" while disclosing a −4% run-rate. Three CEOs have now attempted to fix this and none has produced a single positive quarter. The remodel programme — the strategy's flagship — has been cut from 16 units in fiscal 2025 to eight in fiscal 2026, which is what a company does when a programme fails its return hurdle.

3. Leadership discontinuity has become the business's defining characteristic. Four CEOs and two interim tenures in five years; a CEO who lasted under thirteen months; a simultaneous CFO vacancy filled internally on an interim basis by the treasurer; eight of twelve senior executives appointed or re-scoped in 2026. A director failed to win majority shareholder support and the Board declined his resignation. Turnarounds in capital-intensive consumer businesses require three to five years of consistent execution; this organisation has not sustained a single management team through one full strategic cycle. The USD 6.5 million inducement grant to Harper, with a 2x VWAP hurdle, prices in a doubling of a stock that has halved twice.

Catalysts and monitorables, next twelve months

Date / periodCatalystWhat to watch
9 September 2026Q2 FY2026 results — the first under CEO HarperWhether comparable sales turn positive as guided, against a disclosed −4% quarter-to-date run-rate. This is the single most important data point of the next twelve months
Q3–Q4 FY2026Free cash flow trajectoryWhether the >USD 100 million target holds without further sale-leaseback monetisation. Watch net versus gross capital expenditure disclosure carefully
OngoingPermanent CFO appointmentAn external hire signals a strategic reset; internal promotion of Hatton signals continuity
Q2–Q4 FY2026Entertainment revenue comparable salesThe ten-game rollout is the test. If entertainment comps do not improve on the largest content refresh since 2017, the diagnosis was wrong
OngoingCredit rating actionsEither agency moving from negative outlook to a downgrade materially raises refinancing risk into the 2029 revolver maturity
QuarterlyNet Total Leverage Ratio versus the 4.00x covenant3.3x at fiscal 2025 year end. Each 10% decline in Credit Adjusted EBITDA consumes roughly 0.35 turns
OngoingGoodwill and intangible impairment testingUSD 970.3 million of intangible and other assets against USD 91.2 million of equity and a USD 350 million market capitalisation
FY2026International franchise openingsMexico City, Perth and New Delhi — royalty upside and a proof point for the 37-unit pipeline
2027 annual meetingGovernance escalation riskWhether shareholder dissatisfaction expressed in the June 2026 Ross vote broadens
OngoingHill Path Capital positioningWith 20.47% ownership, the Board chair and the Nominating Committee chair, Hill Path has both the means and the incentive to pursue a strategic alternative at these prices. Any 13D amendment is material
OngoingUS consumer confidence and lower-income discretionary spendingThe exogenous variable management explicitly says it is not relying on

Concluding analyst verdict

Dave & Buster's is a good business trapped inside a bad balance sheet during a bad consumer cycle, run by a management team that has been assembled almost entirely within the last twelve months. Each of those four clauses is load-bearing.

The business quality is real and should not be dismissed because of the share price. A 91.9% gross margin on 62.9% of revenue, approximately 90% national brand awareness, 243 venues, two differentiated brands covering distinct demographics, and USD 290.8 million of operating cash flow generated in a loss-making year are not the characteristics of a structurally broken model. Nor is the entertainment category dying: Chuck E. Cheese is growing visitation, and subscription mechanics have demonstrably worked wherever they have been properly executed, including at Dave & Buster's own Summer-Season Pass.

The balance sheet is where the equity case lives or dies. USD 1.55 billion of net debt against USD 91.2 million of book equity, with operating income at 0.56x net interest expense, leaves no margin for error and no capacity to out-invest Leonard Green's recapitalised Topgolf. That position was self-inflicted: more than USD 470 million of buybacks in 24 months, executed at prices two to five times the current quotation, converted balance-sheet resilience into a permanently impaired share count. It is the most consequential capital allocation error in the Company's public history and it was made by a board that has since largely turned over.

The path forward is narrow but visible. It runs through capital-expenditure discipline — a lever entirely within management's control, already delivering an USD 84 million year-on-year free cash flow swing — and through the food and beverage momentum that is the one workstream with two consecutive periods of verified results. It does not require a consumer recovery. It does require that the game refresh reverses entertainment comps, and that a management team on its fourth CEO in five years is left in place long enough to prove it.

On balance, this is a credit story before it is an equity story. At roughly 4.4x EV/Adjusted EBITDA with a 28% free cash flow yield on management's own target, the equity is priced for a materially worse outcome than the base case — but the option is genuinely binary, and the option premium is the leverage. The 9 September 2026 result, delivered against a disclosed −4% quarter-to-date comparable sales run-rate and a guidance commitment to positive comps, will substantially resolve which side of that binary the next twelve months fall on. Until then, position sizing matters more than the thesis.


END OF DOSSIER

Prepared 23 August 2026. All figures traced to Dave & Buster's Entertainment, Inc. SEC filings, earnings releases and investor relations disclosures except where explicitly attributed to third-party sources or flagged as derived, inferred or not publicly disclosed. No figure in this document has been estimated where a primary source was unavailable.

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Executive Leadership

Executive Leadership Team

NameTitleAppointedPrior rolesEducation

Darin Harper (age 52)

Chief Executive Officer and Board Director

CEO 3 August 2026; CFO June 2024–August 2026

CFO, World Choice Investments LLC (May 2023–2024); EVP & CFO, Main Event Entertainment (March 2017–June 2022); Group CFO, Ardent Leisure (ASX: CEH), Sydney (June 2018–June 2022); CFO, On The Border Mexican Grill & Cantina (2011–2017); Principal Accounting Officer & VP Controller, CEC Entertainment (2007–2011); began career at PricewaterhouseCoopers

—

Cory Hatton

Interim Chief Financial Officer; Head of Entertainment Finance, Investor Relations & Treasurer

Interim CFO August 2026; joined October 2022

Standard Chartered Bank; Mellon Capital Management; Pinnacle Entertainment; Scientific Games; Maverick Gaming

BA Economics, University of Wisconsin–Madison; CFA charterholder

Antonio Bautista

President, International Development

January 2026 (CIDO from August 2022)

CEO, ALBP Global Hospitality Solutions; COO, Fogo de Chão; SVP Hard Rock Cafe & Retail Division and Franchise Development, Hard Rock International; President & COO, Gourmet Gulf LLC

—

Tony Wehner

President, Main Event

January 2026 (COO from August 2022)

COO, Main Event Entertainment; CEO, BigShots Golf; COO, Bar Louie; SVP Operations, Logan's Roadhouse; SVP Operations, On The Border; Regional Director, Chili's (Brinker International)

—

Amanda Busby

Chief Operations Officer

August 2026

30+ years across restaurant, hospitality and entertainment including SSP America and Red Robin

—

Putnam Shin

Chief Growth & Entertainment Officer

October 2025

Chief Growth & Innovation Officer, BJ's Restaurants; LEGOLAND Parks, Merlin Entertainments, Madame Tussauds, SEA LIFE; Corporate Strategy, The Walt Disney Company

MBA, Harvard Business School

Jeremy Tucker

Chief Marketing Officer

2026

AutoNation; Planet Fitness; The Walt Disney Company; Spin Master; Nissan; PepsiCo

—

Kevin Fish

Chief Technology and Digital Officer

2026

Wingstop; Pizza Hut; FedEx Office; Ernst & Young; Capgemini

—

Rachel Morgan

Chief Legal & Administrative Officer and Corporate Secretary

June 2026 as CLO; promoted August 2026

EVP, General Counsel & Corporate Secretary, Nexstar Media Group; VP & Associate General Counsel, AT&T; ~15 years in private practice at two international law firms

—

Aldo Rosales

Chief Strategy & Revenue Management Officer

June 2024 as VP Strategy; CSO August 2025; expanded August 2026

McKinsey & Company (8 years, Consumer and Sports & Gaming practices); Goldman Sachs, Quantitative Analyst

BSc Actuarial Science, ITAM Mexico City; MSc Financial Engineering, New York University (Fulbright Scholar)

Les Lehner

Chief Development & Procurement Officer

June 2025 (CPO/Head of Main Event Development from August 2022)

EVP, Chief Development & Procurement Officer, Main Event Entertainment (2018–2022); SVP Chief Development & Procurement Officer, Red Robin (2015–2018); CEC Entertainment (2000–2015)

—

Derek Sample

Chief Accounting Officer

August 2026

Six Flags Entertainment Corporation; PHI Aviation; Valaris

—

“—” = not publicly disclosed.

Board of Directors

DirectorAgeSinceStatusCommittees (per 2026 proxy)Principal affiliation

James P. Chambers

40

Dec 2020

Independent; Vice Chair, then Chair of the Board from 4 August 2026

Compensation (Chair), Finance (Chair)

Co-Founder and Partner, Hill Path Capital LP

Darin Harper

52

Aug 2026

Not independent — CEO

—

Chief Executive Officer, Dave & Buster's

Kevin M. Sheehan

72

Oct 2011

Independent; Chair Apr 2021–Aug 2026, then Lead Independent Director from 4 August 2026

Finance

Chair and Principal Owner, Mellon Stud Ventures; Lead Director and Audit Chair, USA TODAY Co. (f/k/a Gannett); Board Chair, Hurtigruten; CPA

Scott I. Ross

46

Jan 2025

Independent

Nominating & Corporate Governance (Chair), Finance

Founder and Managing Partner, Hill Path Capital LP

Nathaniel J. Lipman

61

Jun 2025

Independent

Audit, Compensation

Wolcott Holdings LLC; formerly President and CEO, Tenerity/Affinion; Cendant Marketing Services Group; Planet Hollywood; House of Blues; The Walt Disney Company

Allen R. Weiss

72

Jun 2025

Independent

Audit, Compensation, Nominating & Corporate Governance

Retired President, Worldwide Operations, Walt Disney Parks and Resorts (2005–2011); 39-year Disney career; CPA

Charles H. Protell

51

Apr 2026

Independent

Audit

President and Chief Financial Officer, Golden Entertainment; formerly Managing Director, Macquarie Capital

Tarun Lal

57

Jul 2025

Was CEO director; retired as CEO 3 August 2026

—

Post-retirement board status not confirmed in the sources reviewed

Atish Shah

—2020

Independent; departed at 2026 annual meeting

Audit (Chair), Nominating & Corporate Governance

Did not stand for re-election

“—” = not publicly disclosed.

Board & Management Changes

DateChangeContext

Dec 2024

Chris Morris steps down as CEO; Kevin Sheehan becomes Interim CEO

Sheehan later stated publicly at the January 2025 ICR conference that Morris's leadership "wasn't working from both sides." Followed several consecutive quarters of same-store sales declines attributed to leadership missteps

30 Jan 2025

Scott Ross (Hill Path) appointed to the Board

Largest shareholder gains a second board seat alongside co-founder Chambers

20 Jun 2025

Griffith, Mandel and Storms depart; Weiss and Lipman elected

Substantial board refreshment at a "pivotal time," per Sheehan

14 Jul 2025

Tarun Lal appointed CEO

Seven-month search concluded. Mandate: reverse the comparable sales decline and correct prior leadership missteps

8 Dec 2025

Hamish Dodds resigns

Board reduced to seven

27 Apr 2026

Charles Protell appointed

Adds a sitting public-company CFO and gaming-sector operator to the Audit Committee

18 Jun 2026

Scott Ross fails to win a majority of votes cast

Proxy adviser concerns regarding prior meeting attendance. Ross pledged to attend at least 75% of meetings; the Board declined his conditional resignation on 24 June 2026

3 Aug 2026

Tarun Lal retires as CEO; Darin Harper appointed CEO and director; Cory Hatton appointed interim CFO

Lal cited the need to spend more time with family in India. He remains an advisor through 31 January 2028. The stock fell approximately 7–8% on the announcement

4 Aug 2026

Chambers appointed Chair; Sheehan appointed Lead Independent Director

Concurrent restructuring of board leadership

Directors' Remuneration

Compensation elementDetail

Tarun Lal, fiscal 2025 base salary

USD 800,000 annualised, paid prorated from July 2025

Tarun Lal, fiscal 2025 equity

Substantial multi-year inducement awards with service and performance vesting, including one-time grants with 2x and 3x grant-price hurdles

Darin Harper, CEO base salary (from Aug 2026)

USD 650,000

Darin Harper, CEO target annual bonus

100% of base salary, prorated for fiscal 2026

Darin Harper, CEO LTIP target

115% of base salary

Darin Harper, one-time appointment equity grant

USD 6,500,000, granted within 30 days of appointment, split among performance-based stock options tied to a 2x 60-day VWAP hurdle, time-based RSUs, and PSUs linked to Same Store Sales growth from late 2026 through 2028

Darin Harper, CFO base salary (from June 2024)

USD 475,000, with target annual bonus at 80% of base

Tarun Lal consulting arrangement

Monthly consulting fee of USD 85,833.33, USD 6,000 medical payment, prorated fiscal 2026 bonus eligibility, and partial acceleration of stock options; consulting period through 31 January 2028

Non-employee director compensation

USD 75,000 annual cash stipend, RSU grants valued at approximately USD 162,500, plus additional retainers for committee membership and chair roles. Quarterly RSU grants commenced 27 January 2026, with one-year standard vesting

Say-on-pay result, 2025 annual meeting

More than 98% of votes cast in favour

Say-on-pay result, 2026 annual meeting

Approved on an advisory basis

Directors' Remuneration (Annual)

KPMG LLP fees (USD K)FY2024FY2025

Audit fees

1,2301,120

Audit-related fees

13150

Tax fees

8937

Total fees

1,4501,207

Major Shareholders

HolderShares% of outstandingBasis

Hill Path Capital LP

7,119,25520.47

2026 DEF 14A beneficial ownership, as of 23 April 2026

BlackRock, Inc.

—

5

2026 DEF 14A, disclosed as a greater-than-5% holder

Patient Capital Management

—

5

2026 DEF 14A, disclosed as a greater-than-5% holder

Eminence Capital

—

5

2026 DEF 14A, disclosed as a greater-than-5% holder

Competitive Landscape

Key Competitors

CompetitorOwnership / listingFormatScalePositioning relative to PLAY

Lucky Strike Entertainment Corporation (formerly Bowlero Corp., renamed December 2024)

NYSE: LUCK

Bowling, amusements, water parks, family entertainment centres; brands include Lucky Strike, Bowlero, AMF, Bowl America, Octane Raceway, Boomers Parks, plus the Professional Bowlers Association

360+ locations across North America; FY2025 (ended 29 June 2025) Q3 revenue USD 339.9 million and Q4 revenue USD 301.2 million, implying approximately USD 1.2–1.3 billion annual revenue

The closest listed comparable. More locations, smaller boxes, lower revenue per unit. Also running negative same-store revenue (−5.6% in Q3 FY2025, −4.1% in Q4). An acquirer of FECs and water parks

Topgolf

Private; 60% owned by Leonard Green & Partners since January 2026, remainder Topgolf Callaway Brands (NYSE: MODG)

Tech-enabled golf entertainment venues with Toptracer ball-tracking, F&B and events

Approximately 101 units; valued at USD 1.1 billion in the Leonard Green transaction — roughly half the 2021 Callaway acquisition valuation

The most direct competitor for corporate events and group bookings. Reported same-venue sales declines through 2025; revenue mix approximately 33% F&B, 29% gameplay, 34% events. Reported average guest visit frequency of approximately 1.2 times per year

CEC Entertainment, LLC (Chuck E. Cheese, Peter Piper Pizza)

Private

Family entertainment centres for younger children

—

Outperformed both Topgolf and Dave & Buster's on year-over-year visitation growth in 2025 per third-party foot-traffic analysis; the most successful subscription-model operator in the category. Notably, several PLAY executives and directors are CEC alumni

Round One Corporation

Tokyo Stock Exchange listed parent

Bowling and arcade FECs, predominantly mall-anchored in the US

—

Direct arcade competitor, particularly for the crane/redemption game demographic; aggressive US mall expansion

Pinstripes Holdings

NYSE: PNST

Bowling, bocce, Italian-American dining

Small unit base

Premium-positioned, event-driven

Puttshack

Private

Tech-enabled mini-golf with automated scoring

Growing

Urban, upscale, adult-oriented

Five Iron Golf

Private

Urban golf simulators

30+ locations

Dense-market, enthusiast-focused

PopStroke

Private (Tiger Woods-backed)

Premium putting and dining

Growing

Family-friendly, upscale putting

Drive Shack

Public

Golf entertainment

Declining

Weakened direct rival to Topgolf

Urban Air Adventure Parks / Sky Zone / Andretti Indoor Karting

Private

Franchise-model family entertainment

Fragmented

Local-market share-of-wallet competitors

Casual dining chains — Bloomin' Brands, Red Robin, Dine Brands, Chili's (Brinker)

Various listed

Full-service dining

Various

Compete for the same occasion and the same USD 40–60 per-head spend

Movie theatre operators (AMC, Cinemark), Live Nation, Six Flags, regional casinos and online sportsbooks

Various

Out-of-home entertainment

Various

Named or implied in the Company's own risk factors as discretionary-spend competitors

“—” = not publicly disclosed.

Peer Comparison FY2025

MetricDave & Buster's (FY2025)Lucky Strike Entertainment (FY2025)Topgolf (2025)CEC Entertainment (2025)

Revenue (USD Mn)

2,102.8

approximately 1250

not publicly disclosed post-carve-out

—

Revenue growth (%)

-1.4

approximately 3

negative same-venue sales

—

Same-store / same-venue sales (%)

-5.0

-4.1 to -5.6 by quarter

negative through three quarters of 2025

positive visitation growth

Adjusted EBITDA (USD Mn)

436.6———

Adjusted EBITDA margin (%)

20.8

approximately 33 (Q3 FY2025 basis)

——

Net income (USD Mn)

-48.7

-74.7 (Q4 FY2025)

——

R&D intensity (% of revenue)

0.00.0

proprietary Toptracer technology; spend not disclosed

0.0

Units

243 company-owned + 4 franchised

360+

approximately 101

—

Ownership status

NASDAQ listed, 20.47% Hill Path

NYSE listed, founder-led

60% Leonard Green, 40% Callaway

Private

“—” = not publicly disclosed.

Recent Developments

--

Company Snapshot

$2,102.8M

Revenue

23,610

Employees

$350M

Market Cap

1982

Founded

Texas, US

Headquarters

SWOT Analysis

Strengths

  • Structurally superior gross margin. Entertainment gross margin of 91.9% on 62.9% of revenue produced an 85.7% blended product gross margin in fiscal 2025 (FY2025 Form 10-K and Q4 earnings release), against approximately 75% for the food and beverage line and materially lower for pure restaurant operators.
  • Dominant brand awareness. Approximately 90% national brand awareness for Dave & Buster's as an entertainment and dining venue as of 3 February 2026 (FY2025 Form 10-K, Item 1).
  • Scale leadership in the category. 243 company-owned venues generating USD 2,102.8 million of fiscal 2025 revenue — the largest pure-play eatertainment operator in North America by revenue.
  • Cash generation persists through the loss. Fiscal 2025 operating cash flow of USD 290.8 million against a USD 48.7 million net loss; Q1 fiscal 2026 operating cash flow of USD 113.8 million, up 18.8% year on year, with adjusted free cash flow swinging to +USD 25.3 million from −USD 58.8 million (Q4 FY2025 and Q1 FY2026 releases).
  • Dual-brand demographic coverage with distinct formats. 179 Dave & Buster's stores targeting young adults and 64 Main Event stores targeting families with children — no competitor operates both segments at national scale.
  • Capital-light international optionality. Five signed franchise partnerships covering 37 contracted locations across India, Australia, the Dominican Republic, the Philippines and Mexico, with six open as of June 2026 and zero balance-sheet capital committed (FY2025 Form 10-K).
  • Covenant headroom preserved. Net Total Leverage Ratio of 3.3x at 3 February 2026 against a maximum permitted ratio relaxed from 3.50x to 4.00x, with USD 482.9 million of year-end liquidity.

Weaknesses

  • Thirteen consecutive quarters of comparable sales decline through Q1 fiscal 2026, per S&P Global Ratings' 26 June 2026 research update — comps of −6.2% (FY2023), −7.2% (FY2024), −5.0% (FY2025) and −5.4% (Q1 FY2026).
  • Operating income no longer covers interest. Fiscal 2025 operating income of USD 86.1 million against net interest expense of USD 154.0 million — coverage of 0.56x (Q4 FY2025 release).
  • Book equity nearly eliminated. Stockholders' equity of USD 91.2 million on total assets of USD 4,116.6 million — a 2.2% equity ratio, down from USD 145.8 million a year earlier.
  • Chronic leadership instability. Four CEOs and two interim CEO tenures in five years: Sheehan (Oct 2021–Jun 2022), Morris (Jun 2022–Dec 2024), Sheehan again (Dec 2024–Jul 2025), Lal (Jul 2025–Aug 2026), Harper (Aug 2026–). A simultaneous CFO vacancy filled on an interim basis.
  • Declining per-box productivity. Revenue per store operating week fell from USD 181,000 to USD 170,000 and revenue per square foot per store operating week from USD 4.35 to USD 4.14 in fiscal 2025.
  • Value-destructive capital allocation. More than USD 470 million of share repurchases in the 24 months to mid-2025, including USD 172.0 million in fiscal 2024 at an average price far above the current USD 10.07 — explicitly cited by Moody's as an aggressive financial policy contributing to the downgrade.
  • Admitted reinvestment failure. Management disclosed on the Q1 fiscal 2026 call that only approximately 80% of arcades had been refreshed in the prior year and that games had suffered "years of underinvestment."
  • Rising cost base against falling revenue. In fiscal 2025 other store operating expenses rose 5.0% to USD 725.1 million and G&A rose 17.6% to USD 117.0 million, against a 1.4% revenue decline.

Opportunities

  • Food and beverage momentum is real and repeatable. F&B revenue grew 5.1% in fiscal 2025 and comparable F&B sales rose approximately 5% in Q1 fiscal 2026, driven by Eat & Play Combo and menu changes — a validated lever with runway.
  • Game refresh with licensed IP. The 10-title fiscal 2026 rollout is the largest since 2017 and refreshes more than 10% of the floor, with at least five further titles planned; management frames it as a relevance and traffic play rather than a yield play.
  • International franchising scale-up. 31 of the 37 contracted units are still to open, with Mexico City, Perth and New Delhi in the fiscal 2026 pipeline — pure royalty upside without capital.
  • Capital-expenditure reset. Net capex guided to no more than USD 200 million in fiscal 2026 from approximately USD 270 million in fiscal 2025, with Q1 spend already down 31.9% — the mechanical route to the >USD 100 million free cash flow target.
  • Subscription and season-pass economics. Third-party foot traffic data attributes Dave & Buster's improving year-over-year visit gap in mid-2025 specifically to the first Summer-Season Pass, indicating an under-exploited frequency mechanic.
  • Special events recovery. Grew approximately 3% in Q1 fiscal 2026; management is investing in the special events organisation and using its database to reach corporate and institutional customers, with ticketed experiences broadening the funnel to smaller groups.
  • Remodel maturation. Fifty-one Dave & Buster's stores remodelled since the second half of fiscal 2023; remodelled locations typically show comparable sales improvement 12–18 months post-completion, implying a maturing benefit through fiscal 2026–2027.
  • Deep valuation discount. At an approximately USD 350 million market capitalisation against a >USD 100 million free cash flow target, the implied free cash flow yield is roughly 28% if delivered.

Threats

  • Both rating agencies carry negative outlooks. Moody's B3 corporate family rating with a negative outlook and SGL-3 liquidity rating; S&P 'B-' with the outlook revised to negative on 26 June 2026.
  • S&P forecasts a further 140 basis points of adjusted EBITDA margin contraction in 2026 alongside a low-single-digit percent comparable sales decline — directly contradicting management's positive-comps guidance.
  • A better-capitalised direct competitor. Leonard Green's January 2026 acquisition of 60% of Topgolf at a USD 1.1 billion valuation created a recapitalised private rival free of quarterly earnings pressure.
  • "Going concern" language now appears in the Company's own forward-looking statements. Both the Q4 fiscal 2025 (31 March 2026) and Q1 fiscal 2026 (15 June 2026) earnings releases list among risks and uncertainties "our ability to continue as a going concern; our ability to obtain waivers, and thereafter continue to satisfy covenant requirements under our revolving credit facility." This language did not appear in earlier releases and is a material disclosure change, notwithstanding that no going-concern qualification is evident in the audited fiscal 2025 financial statements and reported leverage of 3.3x sits inside the 4.00x covenant. The discrepancy is flagged.
  • Consumer confidence deterioration. The Conference Board index fell to 94.2 in September 2025, its lowest since April, with management identifying acute pressure on lower-income guests.
  • Governance friction with shareholders. A sitting director failed to receive majority support at the 18 June 2026 annual meeting, and the Board declined his conditional resignation — a stance that risks escalation at the 2027 meeting.
  • Legalised gambling substitution. The Company's own risk factors identify casino legalisation near stores and expanded online sports betting as material competitive threats to the same discretionary wallet.
  • Refinancing exposure. USD 1,382.3 million of term loans and a USD 650.0 million revolver due 2029; variable-rate exposure means rate increases feed directly into an interest bill already exceeding operating income.
  • Impairment escalation. USD 17.8 million of long-lived asset impairment in fiscal 2025 against USD 3.9 million in fiscal 2024 — a 4.6x increase indicating a widening underperforming-store tail. Further declines in market capitalisation could trigger goodwill impairment testing against the USD 970.3 million intangible and other asset balance.

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Key Developments

DateEventSignificance
3 Feb 2025Appointment of Scott Ross, Managing Partner of Hill Path Capital, to the Board effective 30 January 2025Largest shareholder secures a second board seat; Ross publicly endorses the existing strategic plan
Mar 2025Cory Hatton promoted to Head of Entertainment Finance, Investor Relations & TreasurerBench-building in finance under CFO Harper
7 Apr 2025FY2024 results: revenue USD 2,132.7 million (−3.3%), Q4 revenue USD 534.5 million (−10.8%), Q4 comps −9.4%, FY net income USD 58.3 million, Adjusted EBITDA USD 506.2 million (−8.9%)The first clearly broken year. Interim CEO Sheehan pointed to improved March and April trends and emphasised low leverage and no near-term maturities
7 Apr 2025Disclosure of FY2024 buybacks of ~5 million shares for USD 172.0 million (12.4% of shares) and a five-property sale-leaseback for USD 111 millionAggressive capital return into deteriorating fundamentals
Apr 20252025 proxy filed; closing share price referenced at USD 19.46 on 21 April 2025Useful reference point: the shares have since fallen approximately 48%
May 2025Moody's downgrades ratings and cuts speculative grade liquidity rating to SGL-3 from SGL-2, outlook negative; cites >USD 470 million of buybacks in 24 months, EBIT/interest ~1.3x, debt/EBITDA ~5.0xFirst formal credit deterioration signal
2 May 2025Board transitions announced: Weiss and Lipman nominated; Griffith, Mandel and Storms to departSignificant refreshment ahead of the CEO appointment
10 Jun 2025Q1 FY2025 results: revenue USD 567.7 million (−3.5%), comps −8.3%, net income USD 21.7 million, Adjusted EBITDA USD 136.1 million (−14.5%). Q1 buyback USD 23.9 million; USD 104.1 million remaining authorisationSheehan's "back to basics" language first appears; he cites "clear mistakes" being unwound in marketing, menu, operations, remodels and games investment
Jun 2025Les Lehner promoted to Chief Development & Procurement Officer—
20 Jun 20252025 annual meeting; board refreshment completed; say-on-pay approved with >98% support—
1 Jul 2025 (announced)Tarun Lal appointed CEO and director, effective 14 July 2025Ends a seven-month search. Former President of KFC U.S., 25 years at Yum! Brands
Q2 FY2025Three new domestic Dave & Buster's stores opened; second Indian franchise store opened in Mumbai; three remodels completed; approximately USD 77 million realised from sale-leaseback and real estate financing—
Aug 2025Aldo Rosales promoted to Chief Strategy Officer—
Sep 2025Q2 FY2025 results miss; shares fall more than 16%Market confidence deteriorates under the new CEO
16 Sep 2025UBS cuts price target to USD 25.00 from USD 29.00, neutral; mixed analyst reaction with Loop Capital and BMO raising targets earlier in the yearWidening dispersion in sell-side views
Oct 2025Moody's downgrades corporate family rating to B3 from B2, citing weak credit metrics and deteriorating financial performance; shares fall 2.8%Second-notch credit deterioration
Oct 2025Putnam Shin joins as Chief Growth & Entertainment Officer from BJ's RestaurantsFirst major Lal-era external senior hire
Oct 2025Third international franchise store opens in Manila, Philippines—
Q3 FY2025Back-to-basics menu launched at Dave & Buster's storesThe most successful single initiative of the year
9 Dec 2025Q3 FY2025 results: comps −4.0%; one new domestic Dave & Buster's and three Main Event stores openedSequential comp improvement from Q1's −8.3%
8 Dec 2025Director Hamish A. Dodds resigns; Board reduced from eight to seven—
Jan 2026Antonio Bautista named President, International Development; Tony Wehner named President, Main EventBrand-president structure introduced
Jan 2026Winter Storm Fern disrupts trading; estimated 180bp drag on Q4 comps and ~USD 5 million on Q4 Adjusted EBITDA—
27 Jan 2026First quarterly director RSU grants under the new non-employee director compensation structure—
Feb 2026Fourth international franchise store opens in Santo Domingo, Dominican Republic—
17 Mar 2026Company announces Q4/FY2025 results date—
31 Mar 2026FY2025 results: revenue USD 2,102.8 million (−1.4%), comps −5.0%, net loss USD 48.7 million (USD −1.40 per share), Adjusted EBITDA USD 436.6 million. Q4 net loss USD 39.8 million. Year-end liquidity USD 482.9 millionFirst annual loss since the pandemic. FY2026 guidance issued: growth in comps, revenue and Adjusted EBITDA plus >USD 100 million free cash flow
31 Mar 2026Form 10-K filed. Discloses 243 venues, 23,610 team members, term loan USD 1,382.3 million, revolver drawn USD 170.0 million, Net Total Leverage Ratio 3.3x against a covenant relaxed to 4.00x—
31 Mar 2026Board votes to increase its size from seven to eight—
1 May 2026Charles H. Protell appointed to the Board and Audit Committee effective 27 April 2026; Audit Chair Atish Shah declines to stand for re-electionLoss of the Audit Committee Chair in the middle of a credit-stressed year
6 May 2026DEF 14A filed. Hill Path disclosed at 7,119,255 shares (20.47%); BlackRock, Patient Capital Management and Eminence Capital each above 5%—
1 Jun 2026Company press release (subject not identified in sources reviewed)Flagged as incomplete
15 Jun 2026Q1 FY2026 results: revenue USD 559.2 million (−1.5%), comps −5.4%, net income USD 5.7 million (USD 0.16 per diluted share), adjusted EPS USD 0.22 against consensus of approximately USD 0.60–0.90. Adjusted EBITDA USD 123.2 million. Adjusted free cash flow +USD 25.3 million vs −USD 58.8 million. Liquidity USD 499.1 millionSevere earnings miss. Shares fell 4.72% in regular trading to USD 12.32 and a further 10.83% after hours to USD 10.99 — approximately 15–18% cumulative
15–16 Jun 2026Ten new games disclosed — largest rollout since 2017 — with at least five more planned; management reiterates positive-comps and >USD 100 million FCF guidance while disclosing Q2 quarter-to-date comps at approximately −4%The credibility gap between guidance and disclosed run-rate
16 Jun 2026Benchmark downgrades to Hold from Buy on an "elusive" recovery; UBS lowers price target to USD 12 from USD 13; BMO lowers to USD 22 from USD 24 while maintaining Outperform—
18 Jun 20262026 annual meeting: Chambers, Lal, Lipman, Protell, Sheehan and Weiss elected; Scott I. Ross fails to receive a majority of votes cast. KPMG ratified; say-on-pay approvedFirst director majority-vote failure in the Company's public history
24 Jun 2026Ross tenders a conditional resignation; the Board declines it on the Nominating Committee's recommendation and reaffirms his seat after Ross pledges at least 75% meeting attendanceGovernance friction with proxy advisers and shareholders
26 Jun 2026S&P Global Ratings revises outlook to negative from stable, affirming 'B-'. Notes the thirteenth consecutive quarter of comp declines; forecasts a USD 40 million FOCF deficit in 2026 versus a USD 100 million deficit in the prior year; expects a further 140bp of adjusted EBITDA margin contractionBoth major agencies now carry negative outlooks
29 Jun 2026Citizens initiates coverage at Market Perform—
14 Jul 2026Shares trade at USD 9.56 — within the 52-week low band—
4 Aug 2026 (effective 3 Aug)Tarun Lal retires as CEO after under 13 months, citing family in India. Darin Harper appointed CEO and director. Cory Hatton appointed interim CFO; permanent CFO search launched. Lal retained as advisor through 31 January 2028 at USD 85,833.33 per month. Shares fall approximately 7–8%Fourth CEO change in five years. Simultaneous CEO and CFO vacancy at the operational level
4 Aug 2026James P. Chambers appointed Chair of the Board; Kevin M. Sheehan appointed Lead Independent DirectorHill Path co-founder assumes the chair
Aug 2026Amanda Busby appointed Chief Operations Officer; Derek Sample appointed Chief Accounting Officer; Rachel Morgan promoted to Chief Legal & Administrative Officer; Aldo Rosales promoted to Chief Strategy & Revenue Management OfficerNear-complete C-suite rebuild concluded
14 Aug 2026Shares close at USD 10.19, down 4.14% on the day; one analyst downgrade in the trailing month, none upgraded—
19 Aug 2026Shares trade at USD 10.07; market capitalisation approximately USD 350 million; 52-week range USD 9.40–26.31; consensus 12-month price target USD 17.00 (high USD 25, low USD 12)—
Scheduled 9 Sep 2026Q2 FY2026 earnings releaseThe first result under CEO Harper and the first test of the positive-comps guidance

Financial Performance

Explore key financial metrics, segmented revenue, balance sheet health, and performance trends.

Revenue

3 charts
Income Statement: Revenue & Gross Profit: Total revenue rose from USD 1,304.6 Mn in FY2021 to USD 2,102.8 Mn in FY2025.
Verano Holdings Inc — Income Statement: Revenue & Gross Profit
Series (USD Mn)FY2021FY2022FY2023FY2024FY2025
Total revenue1,304.61,964.42,205.32,132.72,102.8
Total cost of products——353314.4300.3
Gross profit (revenue less cost of products)——1,852.31,818.31,802.5

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