Dave & Buster's Entertainment, Inc.

Insider Trading Arrangements

None of our officers or directors, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended February 4, 2025.

Amendment to Bylaws

On April 3, 2025, the Board amended and restated the Company’s existing Fourth Amended and Restated Bylaws (as so amended and restated, the “Fifth Amended and Restated Bylaws”), effective immediately. The amendments contained in the Fifth Amended and Restated Bylaws:

•modify the provisions relating to adjournment procedures and lists of stockholders entitled to vote at stockholder meetings, in each case, to reflect amendments to the Delaware General Corporation Law, as amended (the “DGCL”);

•clarify the parameters for proxies in connection with stockholder meetings;

•provide that a white proxy card is reserved for exclusive use of the Board;

•clarify that the number of directors a stockholder may nominate for election at an annual or special meeting of stockholders shall not exceed the number of directors to be elected by stockholders generally at such annual or special meeting;

•enhance certain procedural and information requirements with respect to advance notice of stockholder nominations of directors and proposals, including by:

◦expanding the types of agreements, arrangements or understandings that stockholders who are seeking to make nominations or proposals must disclose;

◦requiring that any stockholder submitting a nomination notice include a statement as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (“Rule 14a-19”), and if so, requiring such stockholder to provide reasonable evidence to the Company no later than five business days prior to the applicable meeting that such stockholder has met all applicable requirements of Rule 14a-19; and

◦providing that if a stockholder submitting a nomination pursuant to Rule 14a-19 fails to comply with Rule 14a-19 or fails to provide timely evidence of such compliance, the stockholder’s nomination and all proxies or votes pertaining to such nomination shall be disregarded;

•clarify that a verbal resignation by a member of the Board is not effective until confirmed by such director electronically or in writing to the Company;

•clarify that written consents of the Board may be documented, signed and delivered in any manner permitted by Section 116 of the DGCL;

•provide that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for any claim asserting a cause of action arising out of the Securities Act of 1933, as amended, and that any holder of an interest in the Company shall be deemed to have notice and consent to this exclusive forum provision; and

•make various other minor updates, including conforming and clarifying changes.

The foregoing summary of the Fifth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.