Dave & Buster's Entertainment, Inc.

Previous wording

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 leaseback 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.

Current wording

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 lease-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.

Previous wording

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 which 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.

Current wording

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 that 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.

Previous wording

•Comparable store sales decreased 5.4% compared to the same calendar period in 2025. See further discussion of comparable store sales below at Revenues.

Current wording

•Comparable store sales decreased 2.9% compared to the same calendar period in 2025. See further discussion of comparable store sales below at Revenues.

Previous wording

•Net income totaled $5.7, or $0.16 per diluted share, compared to net income of $21.7, or $0.62 per diluted share in the first quarter of 2025.

Current wording

•Net loss totaled $12.5, or $0.36 per diluted share, compared to net income of $11.4, or $0.32 per diluted share in the second quarter of 2025.

Previous wording

•Adjusted EBITDA of $123.2 decreased 9.5%, or $12.9, from the first 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, the most comparable GAAP measure, at Reconciliations of Non-GAAP Financial Measures below.

Current wording

•Adjusted EBITDA of $98.9 compared to $129.8 in the second 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 (loss), the most comparable GAAP measure, at Reconciliations of Non-GAAP Financial Measures below.

Previous wording

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.

Current wording

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 from between 10:00 to 11:30 a.m. until midnight, with stores typically open for extended hours on weekends.

Previous wording

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.

Current wording

Comparable store sales —Comparable store sales are a comparison of sales to the same period of prior years for the comparable store base. We 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.

Previous wording

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 three months ended May 5, 2026, we opened one new Dave & Buster’s branded store.

Current wording

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 six months ended August 4, 2026, we opened five new Dave & Buster’s branded stores, and two new Main Event branded stores.

Previous wording

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 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.

Current wording

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.

Previous wording

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 to measure operating performance.

Current wording

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.

Previous wording

We define “Adjusted EBITDA” as net income, plus interest expense, net, loss on debt refinancing, provision for 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.

Current wording

We define “Adjusted EBITDA” as net 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, as each are applicable to the periods presented.

Previous wording

We define “Credit Adjusted EBITDA” as net income 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.

Current wording

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.

Previous wording

Economic and environmental conditions and changes in regulatory legislation could exert pressure on both supplier pricing and consumer spending related to entertainment and dining alternatives. There is no assurance that our cost of products will remain stable or that federal, state, or local minimum wage rates will not increase beyond amounts currently legislated. However, the effects of any supplier price increase or wage rate increases might be partially offset by selective price increases if competitively appropriate.

Current wording

Economic and environmental conditions and changes in laws and regulations could exert pressure on both supplier pricing and consumer spending related to entertainment and dining alternatives. There is no assurance that our cost of products will remain stable or that federal, state, or local minimum wage rates will not increase beyond amounts currently legislated. However, the effects of any supplier price increase or wage rate increases might be partially offset by selective price increases if competitively appropriate.

Previous wording

The following table sets forth selected data for the periods indicated. All information, except for Company-owned stores at the end of the period, is derived from the accompanying Consolidated Statements of Comprehensive Income.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

(3)Transaction and integration costs related to the acquisition and integration of Main Event recorded in Other charges and gains on the Consolidated Statements of Comprehensive Income.

Current wording

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

Previous wording

(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.

Current wording

(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 (Loss).

Previous wording

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

Current wording

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

Previous wording

Three Months Ended May 5, 2026 (the “2026 period”) Compared to the Three Months Ended May 6, 2025 (the “2025 period”)

Current wording

Six Months Ended August 4, 2026 (the “2026 period”) Compared to the Six Months Ended August 5, 2025 (the “2025 period”)

Previous wording

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

Current wording

The following table reconciles Net income (loss) to Adjusted EBITDA for the periods indicated:

Previous wording

Total revenues for the 2026 period decreased $8.5, or 1.5%, to $559.2 compared to $567.7 for the 2025 period. The decrease in revenue was primarily related to a $29.2 decrease in comparable store sales, partially offset by an $18.1 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 reflects breakage on unredeemed game play credits, tickets and gift cards corresponding to guest utilization 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, tickets and gift cards.

Current wording

Total revenues for the 2026 period decreased $21.7, or 1.9%, to $1,103.3 compared to $1,125.0 for the 2025 period. The decrease in revenue was primarily related to a $44.3 decrease in comparable store sales and a $9.7 decrease in other noncomparable revenues, partially offset by a $32.3 increase in noncomparable store 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 reflects breakage on unredeemed game play credits, tickets and gift cards corresponding to guest utilization 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, tickets and gift cards.

Previous wording

Cost of products -The total cost of products was $79.8 for the 2026 period and $82.1 for the 2025 period. The total cost of products as a percentage of total revenues decreased to 14.3% for the 2026 period compared to 14.5% for the 2025 period. The decrease in total cost of products as a percentage of total revenues was associated with declines in both entertainment and food and beverage cost of sales, partially offset by a higher food and beverage revenue mix.

Current wording

Cost of products -The total cost of products was $163.0 for the 2026 period and $158.6 for the 2025 period. The total cost of products as a percentage of total revenues increased to 14.8% for the 2026 period compared to 14.1% for the 2025 period. The increase in total cost of products as a percentage of total revenues was primarily attributable to the mix shift from lower costing entertainment revenue to higher costing food and beverage revenue versus the prior year period.

Previous wording

Cost of entertainment decreased to $27.4 in the 2026 period compared to $30.6 in the 2025 period. The cost of entertainment, as a percentage of entertainment revenues, decreased to 7.9% for the 2026 period from 8.3% in the 2025 period. The decrease was primarily attributable to vendor cost savings and lower redemptions due to ticket payout adjustments and redemption center pricing changes, partially offset by continued tariff cost pressure.

Current wording

Cost of entertainment decreased to $58.1 in the 2026 period compared to $59.8 in the 2025 period. The cost of entertainment, as a percentage of entertainment revenues, increased to 8.6% for the 2026 period from 8.2% in the 2025 period. The increase in expense, 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.

Previous wording

Cost of food and beverage products increased to $52.4 for the 2026 period compared to $51.5 for the 2025 period. Cost of food and beverage products as a percentage of food and beverage revenues decreased to 24.5% for the 2026 period from 25.6% for the 2025 period. The increase cost was due to higher food and beverage revenue associated with eat-and-play combo enhancements driving 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.

Current wording

Cost of food and beverage products increased to $104.9 for the 2026 period compared to $98.8 for the 2025 period. Cost of food and beverage products as a percentage of food and beverage revenues decreased to 24.6% for the 2026 period from 25.1% for the 2025 period. The increase in cost of food and beverage products was due to higher food and beverage revenue associated with the enhanced menu and the eat-and-play combo enhancements, which 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.

Previous wording

Total operating payroll and benefits increased to $140.1 in the 2026 period compared to $135.0 in the 2025 period. The increase was primarily due to a $5.3M increase associated with noncomparable stores. The total cost of operating payroll and benefits as a percentage of total revenues for 2026 was 25.1% compared to 23.8% in 2025. The increase was primarily due to sales deleveraging.

Current wording

Total operating payroll and benefits increased to $280.3 in the 2026 period compared to $273.7 in the 2025 period. The increase was primarily due to a $10.8 increase associated with noncomparable store labor expense, partially offset by a $3.1 decrease associated with comparable stores labor expense. The total cost of operating payroll and benefits as a percentage of total revenues for 2026 was 25.4% compared to 24.3% in 2025. The increase was primarily due to sales deleveraging.

Previous wording

Other store operating expenses decreased to $186.7 in the 2026 period compared to $188.4 in the 2025 period. Other store operating expense as a percentage of total revenues increased to 33.4% in the 2026 period compared to 33.2% in the 2025 period. The increase was primarily due to sales deleveraging.

Current wording

Other store operating expenses increased to $379.6 in the 2026 period compared to $375.3 in the 2025 period. Other store operating expenses as a percentage of total revenues increased to 34.4% in the 2026 period compared to 33.4% in the 2025 period. The increase was primarily due to sales deleveraging.

Previous wording

General and administrative expenses increased to $27.5 in the 2026 period compared to $24.4 in the 2025 period, and as a percentage of total revenues were 4.9% in the 2026 period compared to 4.3% in the 2025. The increase in general and administrative expenses in 2026 was driven primarily by higher employee related costs, consulting and legal expenses.

Current wording

General and administrative expenses decreased to $54.6 in the 2026 period compared to $56.3 in the 2025 period, and as a percentage of total revenues were 4.9% in the 2026 period compared to 5.0% in the 2025 period. The decrease in general and administrative expenses in 2026 was driven primarily by lower share-based compensation, partially offset by severance expense.

Previous wording

Depreciation and amortization expense increased to $70.9 in the 2026 period from $63.2 in the 2025 period, primarily due to new store openings, store remodels and new amusement offerings.

Current wording

Depreciation and amortization expense increased to $144.6 in the 2026 period from $128.4 in the 2025 period, primarily due to new store openings, store remodels and new amusement offerings.

Previous wording

Pre-opening costs decreased to $5.4 in the 2026 period compared to $6.1 in the 2025 period. This decrease was primarily due to the timing of costs in our pipeline of new stores for the respective periods.

Current wording

Pre-opening costs increased to $12.1 in the 2026 period compared to $10.1 in the 2025 period. This increase was primarily due to the timing of costs in our pipeline of new stores for the respective periods.

Previous wording

Other charges and gains decreased to $1.9 in the 2026 period compared to $5.3 in the 2025 period primarily due to a decrease in the write off of certain assets and a decrease in system implementation costs.

Current wording

Other charges and gains decreased to $2.8 in the 2026 period compared to $6.4 in the 2025 period primarily due to a decrease in the write off of certain assets and a decrease in system implementation costs.

Previous wording

Interest expense, net increased slightly to $36.9 in the 2026 period compared to $36.8 in the 2025 period due primarily to incremental interest expense associated with sale-leaseback transactions, in addition to lower balances on our Credit Facility and lower weighted average effective interest rates of 7.9% during the period, compared to 8.6% in the prior year. See further discussion of the Company's debt activity and failed sale-leaseback transaction at Note 4 and Note 3, respectively, to the unaudited consolidated financial statements.

Current wording

Interest expense, net decreased to $74.9 in the 2026 period compared to $75.5 in the 2025 period primarily due to lower balances on our Credit Facility and lower weighted average effective interest rates, partially offset by higher incremental interest expense associated with sale-leaseback transactions. The weighted average effective interest rate was 7.8% during the period, compared to 8.5% in the prior year. See further discussion of the Company's debt activity and failed sale-leaseback transaction at Note 4 and Note 3, respectively, to the unaudited consolidated financial statements.

Previous wording

The effective tax rate for the 2026 period was 43.0%, compared to 17.8% for the 2025 period. The effective tax rate increase for the 2026 period in comparison to the 2025 period was primarily due to the estimated annual effective tax rate applied in the interim provision calculation, which increased the relative impact of state income taxes, tax credits, permanent items and discrete tax items on the quarter’s tax rate.

Current wording

The effective tax rate for the 2026 period was 20.9%, compared to 18.7% for the 2025 period. The effective tax rate increase for the 2026 period in comparison to the 2025 period was primarily due to the estimated annual effective tax rate applied in the interim provision calculation, which increased the relative impact of state income taxes, tax credits, permanent items and discrete tax items on the 2026 period’s tax rate.

Previous wording

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, 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 by $150.0 to a total of $650.0 and extended the maturity date of November 1, 2029. The proceeds from the Incremental Term B Loans were primarily used to redeem $440.0 of outstanding senior secured notes, and to pay down $200.0 of the principal on term loans outstanding under the Credit Facility (the “Existing Term B Loans”).

Current wording

The Company is party to a senior secured credit agreement (as amended, the “Credit Agreement”), which provides for 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, the Company entered into the fourth amendment to the Credit Agreement which, among other things, increased term loans by 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 by $150.0 to a total of $650.0 and extended the maturity date to November 1, 2029.

Previous wording

•provides for an increase in the maximum permitted net total leverage ratio of D&B Inc. and its restricted subsidiaries from 3.50:1.00 to 4.00:1.00 as of the end of each fiscal quarter when applicable to test the net total leverage ratio and

Current wording

In December 2025, D&B Inc. entered into the fifth amendment to the Credit Agreement which provides for an increase in the maximum permitted net total leverage ratio of D&B Inc. and its restricted subsidiaries from 3.50:1.00 to 4.00:1.00 as of the end of each fiscal quarter when applicable to test the net total leverage ratio. In addition, the fifth amendment increased the margin applicable to the revolving loans to, in the case of SOFR loans, 3.25% per annum and, in the case of ABR loans, 2.25% per annum, if the net total leverage exceeds 3.00x.

Previous wording

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 Agreement) 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. Borrowings 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 3.25% per annum or ABR plus a spread ranging from 1.50% to 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 would 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).

Current wording

Both the term loans outstanding under the Credit Facility prior to the Incremental Term B Loans (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 Agreement) 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. Borrowings 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 3.25% per annum or ABR plus a spread ranging from 1.50% to 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 would 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).

Previous wording

A portion of the Revolving Credit Facility not to exceed $35.0 is available for the issuance of letters of credit. As of May 5, 2026, we had letters of credit outstanding of $20.5 and an unused commitment balance of $479.5 under the Revolving Credit Facility. The Credit Facility may be increased through incremental facilities, by an amount equal to the greater of (i) $400.0 and (ii) 0.75 times trailing 12-month Adjusted EBITDA, as defined in the Credit Agreement, plus additional amounts subject to compliance with applicable leverage ratio and/or interest coverage ratio requirements.

Current wording

A portion of the Revolving Credit Facility not to exceed $35.0 is available for the issuance of letters of credit. As of August 4, 2026, we had letters of credit outstanding of $18.9 and an unused commitment balance of $476.1 under the Revolving Credit Facility. The Credit Facility may be increased through incremental facilities, by an amount equal to the greater of (i) $400.0 and (ii) 0.75 times trailing 12-month Adjusted EBITDA, as defined in the Credit Agreement, plus additional amounts subject to compliance with applicable leverage ratio and/or interest coverage ratio requirements.

Previous wording

The sale-leaseback transactions were accounted for as failed sale leasebacks based on GAAP under ASC 842, Leases. As a result, the store property assets remained on the Consolidated Balance Sheet at their historical net book value and are depreciated over the remaining term of the applicable master lease. Financing liabilities were recognized in the amount of the proceeds received, net of certain transactions costs. The Company does not recognize rent expense related to the leased assets. Instead, monthly rent payments under the applicable master lease agreement are recorded as interest expense and a reduction of the outstanding liability.

Current wording

The sale-leaseback transactions are accounted for as failed sale leasebacks based on GAAP under ASC 842, Leases. As a result, the store property assets remain on the Consolidated Balance Sheets at their historical net book value and are depreciated over the remaining term of the applicable master lease. Financing liabilities are recognized in the amount of the proceeds received, net of certain transaction costs. The Company does not recognize rent expense related to the leased assets. Instead, monthly rent payments under the applicable master lease agreement are recorded as interest expense and a reduction of the outstanding liability.

Previous wording

Credit Adjusted EBITDA, a non-GAAP measure, represents net loss plus certain items as defined at Adjusted EBITDA at Non-GAAP Financial Measures above, as well as certain other adjustments as defined in our Credit Agreement. These other adjustments include (i) entertainment revenue deferrals, (ii) the cost of new projects, including store pre-opening costs, (iii) business optimization expenses and other restructuring costs, and (iv) other costs and adjustments as permitted by the Credit Agreements. The following table reconciles Net income to Credit Adjusted EBITDA, as defined in our Credit Agreement for the period indicated:

Current wording

Credit Adjusted EBITDA, a non-GAAP measure, represents net loss plus certain items as defined at Adjusted EBITDA at Non-GAAP Financial Measures above, as well as certain other adjustments as defined in our Credit Agreement. These other adjustments include (i) entertainment revenue deferrals, (ii) the cost of new projects, including store pre-opening costs, (iii) business optimization expenses and other restructuring costs, and (iv) other costs and adjustments as permitted by the Credit Agreement. The following table reconciles Net loss to Credit Adjusted EBITDA, as defined in our Credit Agreement for the period indicated:

Previous wording

(5)Primarily consists of discretionary retention incentives, severance costs, (gain) loss on property and equipment transactions and certain third-party consulting fees. The third-party consulting fees are not part of our ongoing operations and were incurred in association with a change in leadership to execute discrete, project-based strategic initiatives aimed at analyzing and summarizing growth opportunities and cost reductions for the Company. 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.

Current wording

(5)Primarily consists of discretionary retention incentives, severance costs and certain third-party consulting fees. The third-party consulting fees are not part of our ongoing operations and were incurred in association with a change in leadership to execute discrete, project-based strategic initiatives aimed at analyzing and summarizing growth opportunities and cost reductions for the Company. 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).

Previous wording

(7)Represents other adjustments allowed under our Credit Agreement in the determination of Net Total Leverage Ratio including (i) amortization of software costs, (ii) executive search fees, (iii) public company costs, (iv) estimated impact of remodels to financial performance, (v) the proforma impact of certain leases that were reclassified as finance leases during fiscal 2025 and (vi) the pro forma impact of certain implemented cost saving initiatives.

Current wording

(7)Represents other adjustments allowed under our Credit Agreement in the determination of the Net Total Leverage Ratio including (i) amortization of software costs, (ii) executive search fees, (iii) public company costs, (iv) estimated impact of remodels to financial performance, (v) the proforma impact of certain leases that were reclassified as finance leases during fiscal 2025 and (vi) the pro forma impact of certain implemented cost saving initiatives.