Dine Brands Global, Inc.

Current report

Our stockholder rights agreement includes terms and conditions that could discourage a takeover or other transaction that stockholders may consider favorable.

Current report

On October 28, 2026, the Board of Directors (“Board”) adopted a limited-duration stockholder rights agreement, which may be amended from time to time (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A., as rights agent. The Rights Agreement was adopted in response to media reports about a significant open market accumulation in Dine Brands’ stock and derivatives. Pursuant to the Rights Agreement, the Board declared a dividend of one preferred stock purchase right (a “Right”) for each outstanding share of Company common stock. If exercisable, each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”) of the Company at a price of $210 per one one-thousandth of a share of Series A Preferred Stock, subject to certain anti-dilution adjustments.

Current report

The Rights are not exercisable until the earlier of (a) ten days after a public announcement that a person or group has acquired, or obtained the right to acquire, beneficial ownership of 10% (or 20% in the case of a passive institutional investor) or more of Company common stock (including certain synthetic equity positions created by derivative securities, which are treated as beneficial ownership of the number of shares of Company common stock equivalent to the economic exposure created by the synthetic equity position, subject to certain specified conditions) (an “Acquiring Person”) and (b) ten business days (or a later date determined by our Board) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person.

Current report

The Rights Agreement will expire on October 27, 2027, subject to the Company’s right to extend such date unless (x) prior to such date stockholder approval has been obtained to extend the Rights or (y) the Rights are earlier redeemed or exchanged by the Company or terminated.

Current report

Unsolicited acquisition proposals and attempts to acquire control of the Company could cause us to incur significant expense, disrupt our business, result in a proxy contest or litigation and impact our stock price.

Current report

We may be subject to unsolicited acquisition proposals, tender offers, or proxy contests to gain control of the Company, which could result in substantial costs to the Company and divert management’s and our Board’s attention and resources from our business. Such events could give rise to perceived uncertainties as to our future, adversely affect our relationships with our employees, customers or suppliers, and make it more difficult to attract and retain qualified personnel. We may be required to incur significant fees and other expenses in responding to these events, including for required regulatory responses and third-party advisors. We also may be subjected to stockholder litigation in connection with these events. Our stock price could be subject to significant fluctuations or otherwise be adversely affected by speculative market perceptions about these events, risks, and uncertainties.