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Dine Brands Global, Inc.

For the period ended Sep 27, 2026. Filed Nov 4, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 27, 2026 · Filed Nov 4, 2026

DIN$37.22+3.8%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements

  1. Basis of Presentation

The accompanying unaudited interim Condensed Consolidated Financial Statements of Dine Brands Global, Inc. (the "Company," "Dine Brands Global," "we," "us," or "our") have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. We believe that all adjustments consisting of normal recurring accruals considered necessary for a fair presentation have been included. The operating results for the nine months ended September 27, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending January 3, 2027.

These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2025.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities, if any, at the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates.

Allowance for Credit Losses

The balances of the Company's receivables and long-term receivables are primarily comprised of receivables from franchisees, distributors, and gift card vendors. Generally, accounts receivables are due from franchisees for royalty, advertising and other franchise-related fees, and from distributors related to the sale of proprietary products to franchisees through the Company's network of suppliers and distributors. Gift card receivables primarily consist of amounts due from third-party vendors for cash collected on purchased cards. Notes receivable balances primarily relate to the conversion of certain past due franchisee accounts receivable, cash loans to franchisees for working capital purposes, or financing of the sale of IHOP and Applebee's company restaurants and franchise fees. Interest accrues on notes receivables based on the contractual terms. Leases receivable primarily relate to IHOP franchise restaurants that were developed prior to 2003.

The Company evaluates the financial condition of our franchisees and estimates the allowance for credit losses based on historical collection experience, credit quality, and current market conditions.

Net Income Available to Common Shareholders Per Share

Net income available to common shareholders per share is calculated using the treasury stock method. Basic net income per share is computed by dividing the net income available to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing the net income available to common stockholders for the period by the weighted average number of common shares outstanding and dilutive potential shares of common stock. Dilutive potential common shares are reduced by the number of shares that could be purchased by the Company assuming the amount of unvested restricted stock awards would be received as proceeds.

  1. Recent Accounting Pronouncements

Newly Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, "Disaggregation of Income Statement Expenses," which requires public business entities to provide, in the footnotes to the financial statements, disaggregated disclosures of certain expense categories that are included in expense line items on the face of the income statement. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU to our disclosures.

  1. Recent Accounting Pronouncements (Continued)

In September 2025, the FASB issued ASU No. 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements for Internal-Use Software," which simplifies the accounting guidance for internal-use software costs by eliminating the existing project-stage framework. Under the new guidance, entities will capitalize qualifying software costs once management has approved and committed funding to the project and it is probable that the software will be completed and placed into service. The guidance is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The guidance may be adopted on a prospective, retrospective, or modified retrospective basis. The Company is currently evaluating the impact to our financial statements of adopting this ASU.

  1. Cash, Cash Equivalents and Restricted Cash

Cash and Cash Equivalents

The Company considers all highly liquid investment securities with remaining maturities at the date of purchase of three months or less to be cash equivalents. Cash held related to IHOP advertising funds and the Company's gift card programs is not considered to be restricted cash as there are no restrictions on the use of these funds.

The components of cash and cash equivalents were as follows:

September 27, 2026December 28, 2025
(In millions)
Money market funds$12.1$2.0
Other depository accounts, including IHOP advertising and gift card79.0126.2
Total cash and cash equivalents$91.1$128.2

Current Restricted Cash

Current restricted cash primarily consisted of cash required to be held in trust in connection with the Company's securitized debt and cash for Applebee's and Fuzzy's advertising funds. The components of current restricted cash were as follows:

September 27, 2026December 28, 2025
(In millions)
Securitized debt reserves$50.9$46.0
Applebee's and Fuzzy's advertising funds9.15.5
Total current restricted cash$60.0$51.5

Non-current Restricted Cash

Non-current restricted cash of $22.5 million and $22.0 million as of September 27, 2026 and December 28, 2025, respectively, represents interest reserves contractually restricted as required under the terms of our debt agreements.

  1. Revenues

The following table disaggregates our franchise revenues by major type:

Three Months EndedNine Months Ended
September 27, 2026September 28, 2025September 27, 2026September 28, 2025
Franchise Revenues · (In millions)
Royalties$73.1$74.7$225.3$233.1
Advertising fees67.368.2210.2212.2
Proprietary product sales and other16.416.548.650.0
Franchise and development fees2.31.96.87.0
Total franchise revenues$159.0$161.3$490.9$502.3

Changes in the Company's contract liability for deferred franchise and development fees during the nine months ended September 27, 2026 were as follows:

Deferred Franchise Revenue
(In millions)
Balance at December 28, 2025$39.8
Recognized during the nine months ended September 27, 2026(6.0)
Deferred during the nine months ended September 27, 20262.8
Balance at September 27, 2026$36.6

The balance of deferred franchise revenue as of September 27, 2026 is expected to be recognized as follows:

Fiscal Years(In millions)
2026 (remaining three months)$1.3
20274.7
20283.9
20293.4
20303.1
Thereafter20.2
Total$36.6
  1. Receivables

Total receivables balances at September 27, 2026 and December 28, 2025 were as follows:

ReceivablesSeptember 27, 2026December 28, 2025
(In millions)
Accounts receivable$66.0$75.2
Gift card receivables7.233.3
Notes receivable6.520.9
Leases receivable20.624.8
Other receivables9.34.9
109.6159.1
Less: allowance for doubtful accounts and notes receivable(8.3)(6.3)
101.3152.8
Less: current portion(82.7)(119.0)
Long-term receivables$18.6$33.8
  1. Receivables (Continued)

Changes in the allowance for credit losses during the nine months ended September 27, 2026 were as follows:

Total
(In millions)
Balance, December 28, 2025$6.3
Bad debt expense3.1
Write-offs(1.0)
Other(0.1)
Balance, September 27, 2026$8.3

The $3.1 million of bad debt expense recorded for the nine months ended September 27, 2026 is primarily attributable to accounts receivable. The Company's primary credit quality indicator for all portfolio segments is delinquency.

The year of origination of the Company's notes and financing receivables at September 27, 2026 is as follows:

Notes receivable, short- and long-term · Leases Receivables · Total
(In millions)
2026$1.1$—$1.1
20253.21.34.5
20241.31.73.0
20230.83.03.8
20220.17.17.2
Prior—7.47.4
Total$6.5$20.5$27.0
  1. Leases

The Company currently leases from third parties the real property for certain company-owned restaurants and leases and subleases to franchisees for certain franchise operated restaurants. The Company also leases office space for its principal corporate office in Pasadena, California. The Company does not have a significant amount of non-real estate leases.

The Company's leases and subleases related to IHOP restaurants generally provide for an initial term of 20 to 25 years, with most having one or more five-year renewal options. Leases related to Applebee's restaurants generally have an initial term of 10 to 20 years, with renewal terms offive to 20 years. Generally, option periods were not included in determining lease liabilities and right-of-use assets related to operating leases. With extensions of franchise agreements and related subleases, renewal option periods are included if the Company is reasonably certain that such options will be exercised. Certain leases also include variable rental payments based on a percentage of restaurant sales if certain restaurant sales thresholds are met.

  1. Leases (Continued)

During the three and nine months ended September 27, 2026 and September 28, 2025, the Company made the following cash payments for operating leases:

Three Months EndedNine Months Ended
September 27, 2026September 28, 2025September 27, 2026September 28, 2025
(In millions)
Cash paid on operating leases$24.523.6$71.067.6

The Company's income from operating leases for the three and nine months ended September 27, 2026 and September 28, 2025 was as follows:

Three Months EndedNine Months Ended
September 27, 2026September 28, 2025September 27, 2026September 28, 2025
(In millions)
Minimum lease receipts$21.5$22.4$65.7$67.2
Variable lease income3.43.911.412.5
Total operating lease income$24.9$26.3$77.1$79.7
  1. Long-Term Debt

The Company's long-term debt consists of the following:

September 27, 2026December 28, 2025
(In millions)
Series 2023-1 7.824% Fixed Rate Senior Secured Notes, Class A-2500.0500.0
Series 2025-1 6.720% Fixed Rate Senior Secured Notes, Class A-2600.0600.0
Series 2025-1 Variable Funding Senior Notes, Class A-1(a)100.0100.0
Unamortized debt issuance costs(9.9)(11.8)
Long-term debt, net of debt issuance costs$1,190.1$1,188.2

(a) Variable interest rate of 6.17% and 6.56% at September 27, 2026 and December 28, 2025, respectively.

The A-2 Notes

Our Series 2023-1 Class A-2 Notes ("2023 Class A-2 Notes") and Series 2025-1 Class A-2 Notes ("2025 Class A-2 Notes," together with the 2023 Class A-2 Notes, the "A-2 Notes") have a legal final maturity of March 2053 for the 2023 Class A-2 Notes and June 2055 for the 2025 Class A-2 Notes. However, it is anticipated that, unless repaid earlier to the extent permitted under the Indenture, the 2023 Class A-2 Notes will be repaid by June 2029 and the 2025 Class A-2 Notes by June 2030.

The quarterly principal payment of $1.25 million on the 2023 Class A-2 Notes and $1.5 million on the 2025 Class A-2 Notes may be suspended when the leverage ratio for the Company and its subsidiaries is less than or equal to 5.25 x.

As of September 27, 2026, the Company's leverage ratio was approximately 5.10 x. As a result, the Company did not make quarterly principal payments on the A-2 Notes.

The Credit Facility

The Series 2025-1 Class A-1 Notes (the "Credit Facility" and collectively with the A-2 Notes, the "Notes") generally have an interest rate for advances calculated at a per annum rate equal to the commercial paper funding rate or one-, two-, three- or six-month Term Secured Overnight Financing Rate ("SOFR"), in either case, plus 2.50%. The applicable interest rate for swingline advances and unreimbursed draws on outstanding letters of credit is a per annum base rate equal to the sum of (a) the greatest of (A) the Prime Rate in effect from time to time, (B) the Federal Funds Rate in effect from time to time plus 0.50% and (C) Term SOFR for a one-month tenor in effect at such time plus 0.50% plus (b)2.00%.

  1. Long-Term Debt (Continued)

The legal final maturity of the Credit Facility is June 2055, but rapid amortization will apply if there are outstanding amounts under the Credit Facility after June 2030. The renewal date of the Credit Facility is June 2030, subject totwo additionalone-year extensions at the option of the Company upon the satisfaction of certain conditions.

As of September 27, 2026, the outstanding balance of the Credit Facility was $100 million. The amount of $0.5 million was pledged against the Credit Facility for outstanding letters of credit, leaving $224.5 million of the Credit Facility available for borrowing at September 27, 2026. The weighted average interest rate for the period outstanding during the nine months ended September 27, 2026 was 6.22%.

Covenants and Restrictions

The Notes are subject to a series of covenants and restrictions customary for transactions of this type, including but not limited to maintaining specified reserve accounts, optional and mandatory prepayments and related redemption premiums, and certain indemnification payments. The Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to failure of the Securitization Entities (as defined in the Indenture) to maintain the stated debt service coverage ratio ("DSCR"), the sum of domestic retail sales for all restaurants being below certain levels on certain measurement dates, certain manager termination events, certain events of default and the failure to repay or refinance the A-2 Notes on the anticipated repayment dates. The Notes are also subject to certain events of default, including events relating to non-payment of required interest, principal or other amounts due on or with respect to the Notes, failure of the Securitization Entities to maintain the stated DSCR, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties and certain judgments.

Key DSCRs are as follows:

DSCR less than 1.75 x - Cash Trapping Event

DSCR less than 1.20 x - Rapid Amortization Event

Interest-only DSCR less than 1.20 x - Manager Termination Event

Interest-only DSCR less than 1.10 x - Default Event

The Company's DSCR for the reporting period ended September 27, 2026 was approximately 3.0 x.

  1. Stockholders' Deficit

Stock Repurchase Program

During the nine months ended September 27, 2026, the Company repurchased 1,125,046 shares of common stock at a cost of $35.9 million.

On May 14, 2026, the Company's Board of Directors authorized a share repurchase program of up to $100 million (the "2026 Repurchase Program") in addition to the Corporation's existing share repurchase program, approved in February 2022 (together with the 2026 Repurchase Program, the "Repurchase Programs"). Cumulatively under the Repurchase Programs, the Company repurchased 5,343,081 shares at a cost of $212.7 million. As of September 27, 2026, a remaining amount of $137.3 million in the value of shares may be repurchased under the Repurchase Programs.

Dividends

Dividends declared and paid per share for the three and nine months ended September 27, 2026 and September 28, 2025 were as follows:

Three Months EndedNine Months Ended
September 27, 2026September 28, 2025September 27, 2026September 28, 2025
Dividends declared per common share$0.19$0.51$0.57$1.53
Dividends paid per common share$0.19$0.51$0.57$1.53

During the nine months ended September 27, 2026 and September 28, 2025, the Company paid dividends of $7.2 million and 23.0 million, respectively.

  1. Stock-Based Compensation

The following table summarizes the Company's stock-based compensation expense included as a component of general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income:

Three Months EndedNine Months Ended
September 27, 2026September 28, 2025September 27, 2026September 28, 2025
(In millions)
Equity classified awards expense$3.6$3.2$11.1$9.9
Liability classified awards expense0.20.11.0(0.1)
Total stock-based compensation expense$3.8$3.3$12.1$9.8

As of September 27, 2026, total unrecognized compensation cost related to restricted stock awards and restricted stock units of $14.6 million and $0.3 million related to stock options is expected to be recognized over a weighted average period of approximately 1.4 years for restricted stock and restricted stock units and 0.6 years for stock options.

A significant majority of the Company’s equity grants occur in the first quarter of its fiscal year. During the nine months ended September 27, 2026, the Company granted approximately 360,000 restricted stock and 147,000 restricted stock unit awards with a weighted average grant date fair value of $30.84 and $31.84, respectively. The Company did not grant any options during the three and nine months ended September 27, 2026.

As of September 27, 2026 and December 28, 2025, a liability of $2.5 million and $3.3 million, respectively, was recorded as Other non-current liabilities on the Condensed Consolidated Balance Sheets.

  1. Income Taxes

The Company's effective tax rate was 28.8% for the nine months ended September 27, 2026, as compared to 29.8% for the nine months ended September 28, 2025. The effective tax rate for the nine months ended September 27, 2026 was lower than the rate of the prior year period primarily due to a higher tax deduction related to stock-based compensation resulting from an increase in our share price, and higher tax credits in the current period. These benefits were partially offset by an increase in valuation allowances in the current period.

  1. Intangible Assets

Changes in indefinite-lived intangible assets during the nine months ended September 27, 2026 were as follows:

Tradename · Other · Total
(In millions)
Balance at December 28, 2025$468.0$5.3$473.3
Additions0.40.4
Impairment—(3.2)(3.2)
Transfer out—(2.5)(2.5)
Balance at September 27, 2026$468.0$—$468.0

Gross and net carrying amounts of finite-lived intangible assets at September 27, 2026 and December 28, 2025 were as follows:

September 27, 2026December 28, 2025
GrossAccumulated AmortizationNetGrossAccumulated AmortizationNet
(In millions)
Tradename$28.2$(2.1)$26.1n/an/an/a
Franchise rights214.8(191.6)23.2214.8(183.2)31.6
Transfer in2.5(0.2)2.3n/an/an/a
Other3.1(2.2)0.92.2(1.2)1.0
Total$248.6$(196.1)$52.5$217.0$(184.4)$32.6

The Company reclassified certain intangible assets from indefinite-lived to finite-lived, including $28.2 million tradename in the fourth quarter of 2025 and $2.5 million of other intangibles in the second quarter of 2026.

  1. Fair Value Measurements

For financial assets and liabilities, as well as non-financial assets and liabilities that are recognized or disclosed at fair value, we may use the following inputs to derive the fair value:

Level 1 inputs are quoted prices in active markets for identical assets or liabilities.

Level 2 inputs are observable for the asset or liability, either directly or indirectly, including quoted prices in active markets for similar assets or liabilities.

Level 3 inputs are unobservable and reflect the Company's own assumptions.

The Company believes the carrying amounts of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate their fair values due to their liquidity or short duration. The Company believes the fair value of the Credit Facility approximates its carrying value as it is based on the SOFR or prevailing benchmark rate.

The fair value of the Company's long-term debt, excluding the Credit Facility, is based on quoted market prices which represent Level 1 inputs. The fair value as of September 27, 2026 and December 28, 2025 were as follows:

September 27, 2026December 28, 2025
(In millions)
Face Value$1,100.0$1,100.0
Fair Value$1,091.5$1,112.3
  1. Reportable Segments

Information onsegments and a reconciliation of segment operating profit to income before income taxes is as follows:

FranchiseCompany-Owned RestaurantsRentalTotal
(In millions)
Revenues$159.0$64.4$25.5$248.9
Less: Advertising revenue67.3——67.3
Revenues excluding advertising revenue91.764.425.5181.6
Less: Cost of revenues
Interest expense from finance leases——(0.6)(0.6)
Depreciation and amortization(0.4)(1.7)(2.1)(4.2)
Other segment items(a)(10.6)(64.7)(16.9)(92.2)
Segment profit (loss)80.7(2.0)5.984.6
Stock based compensation (direct)(1.1)——(1.1)
Gain on disposition of assets0.6——0.6
Other G&A expenses (direct and allocated)(31.2)(3.6)—(34.8)
Segment operating profit (loss)$49.0$(5.6)$5.9$49.3
Reconciliation of segment operating profit
Segment operating profit$49.3
Depreciation and amortization (unallocated)(4.4)
Stock based compensation (unallocated)(2.5)
Other G&A expenses (unallocated)(8.7)
Interest expense, net(21.3)
Closure and impairment charges(1.4)
Amortization of intangible assets(4.2)
Income before income taxes$6.8
Franchise · Company-Owned Restaurants · Rental · Total
(In millions)
Revenues$490.9$145.1$79.0$715.0
Less: Advertising revenue210.2——210.2
Revenues excluding advertising revenue280.7145.179.0504.8
Less: Cost of revenues
Interest expense from finance leases——(1.8)(1.8)
Depreciation and amortization(0.8)(4.3)(6.5)(11.6)
Other segment items(a)(30.4)(146.0)(51.8)(228.2)
Segment profit (loss)249.5(5.2)18.9263.2
Stock based compensation (direct)(3.3)——(3.3)
Gain on disposition of assets3.1——3.1
Other G&A expenses (direct and allocated)(94.4)(10.3)—(104.7)
Segment operating profit (loss)$154.9$(15.5)$18.9$158.3
Reconciliation of segment operating profit
Segment operating profit$158.3
Depreciation and amortization (unallocated)(13.2)
Stock based compensation (unallocated)(7.9)
Other G&A expenses (unallocated)(31.2)
Interest expense, net(65.1)
Closure and impairment charges(6.2)
Amortization of intangible assets(11.8)
Income before income taxes$22.9
FranchiseCompany-Owned RestaurantsRentalTotal
(In millions)
Revenues$161.3$27.5$27.3$216.2
Less: Advertising revenue68.2——68.2
Revenues excluding advertising revenue93.127.527.3147.9
Less: Cost of revenues
Interest expense from finance leases——(0.7)(0.7)
Depreciation and amortization(0.1)(0.9)(2.4)(3.4)
Other segment items(a)(10.1)(31.2)(18.1)(59.3)
Segment profit (loss)82.9(4.5)6.184.6
Stock based compensation (direct)(0.8)——(0.8)
Loss on disposition of assets————
Other G&A expenses (direct and allocated)(31.3)(1.9)—(33.1)
Segment operating profit$50.9$(6.4)$6.1$50.6
Reconciliation of segment operating profit
Segment operating profit$50.6
Depreciation and amortization (unallocated)(4.2)
Stock based compensation (unallocated)(2.3)
Other G&A expenses (unallocated)(9.7)
Interest expense, net(20.8)
Closure and impairment charges(0.6)
Amortization of intangible assets(2.9)
Loss on extinguishment of debt—
Income before income taxes$10.1
Franchise · Company-Owned Restaurants · Rental · Total
(In millions)
Revenues$502.3$77.3$82.1$661.7
Less: Advertising revenue212.2——212.2
Revenues excluding advertising revenue290.077.382.1449.5
Less: Cost of revenues
Interest expense from finance leases——(2.1)(2.1)
Depreciation and amortization(0.4)(2.2)(7.3)(9.9)
Other segment items(a)(33.4)(82.8)(54.2)(170.4)
Segment profit (loss)256.2(7.6)18.5267.1
Stock based compensation (direct)(2.8)——(2.8)
Gain on disposition of assets0.1——0.1
Other G&A expenses (direct and allocated)(94.5)(5.2)—(99.6)
Segment operating profit$159.0$(12.8)$18.6$164.7
Reconciliation of segment operating profit
Segment operating profit$164.7
Depreciation and amortization (unallocated)(13.1)
Stock based compensation (unallocated)6.9
Other G&A expenses (unallocated)(29.8)
Interest expense, net(56.3)
Closure and impairment charges(7.6)
Amortization of intangible assets(8.3)
Loss on extinguishment of debt(0.9)
Income before income taxes$41.8

(a) Segment items include: Franchise: Costs of proprietary products, bad debt expense, pre-opening training expenses and other franchise-related costs. Company-owned restaurants: Operating expenses at company-owned restaurants include food, beverage, labor, benefits, utilities, rent and other operating costs. Rental: Costs of operating leases, such as rent expense, and interest expense of finance leases on franchisee-operated restaurants.

We do not present a measure of assets for our reportable segments as this information is not used by the chief operating decision maker to allocate resources or assess performance.

  1. Business Acquisition

From time to time, the Company may acquire restaurants from franchisees to invest in the system, improve operations and create a blueprint for franchisee success and growth.

On February 23, 2026, the Company entered into an agreement with an Applebee's franchisee to acquire 12 Applebee's restaurants across Virginia and North Carolina for $0.9 million of consideration. The results of operations of the acquired restaurants have been included in the Company's Condensed Consolidated Financial Statements from the acquisition date.

On June 1, 2026, the Company entered into an agreement with an Applebee's franchisee to acquire 48 Applebee's restaurants across Florida, Georgia, and Alabama for $8.7 million, which included $1.0 million of cash and $7.7 million of noncash consideration. The results of operations of the acquired restaurants are included in the Company's Condensed

  1. Business Acquisition (Continued)

Consolidated Financial Statements from the acquisition date.

  1. Commitments and Contingencies

Litigation, Claims and Disputes

The Company is subject to various lawsuits, governmental inspections, administrative proceedings, audits, and claims arising in the ordinary course of business. Some of these lawsuits purport to be class actions and/or seek substantial damages. The Company is required to record an accrual for litigation loss contingencies that are both probable and reasonably estimable. Legal fees and expenses associated with the defense of the Company's litigation are expensed as incurred. In the opinion of management, these matters are adequately covered by insurance or, if not so covered, are without merit or are of such a nature or involve amounts that would not have a material adverse impact on the Company's business or Condensed Consolidated Financial Statements. Management regularly assesses the Company's insurance deductibles, analyzes litigation information with the Company's attorneys and evaluates its loss experience in connection with pending legal proceedings. While the Company does not presently believe that any of the legal proceedings to which the Company is currently a party will ultimately have a material adverse impact on the Company, there can be no assurance that the Company will prevail in all the proceedings the Company is party to, or that the Company will not incur material losses from them.

Lease Guarantees

In connection with refranchising restaurants to franchisees, in certain cases the Company has guaranteed lease payments. As of September 27, 2026 the notional amount of lease guarantees by the Company was $307.7 million. Excluding unexercised option periods, the Company's potential liability for future payments under these leases is $78.1 million. This amount represents the maximum potential liability of future payments under these leases. These leases expire at the end of the respective lease terms, which range from 2026 through 2058. In the event of default, the indemnity and default clauses in the sale or assignment agreements govern the Company's ability to pursue and recover damages incurred.

  1. Subsequent Event

Stockholder Rights Agreement

On October 28, 2026, our Board adopted a limited-duration stockholder rights agreement (the “Rights Agreement”). Pursuant to the Rights Agreement, the Company issued, by means of a dividend, one preferred share purchase right (a “Right”) for each outstanding share of Company common stock to stockholders of record on November 9, 2026. Initially, these Rights are not exercisable and will trade with, and be represented by, the shares of Company common stock. If exercisable, each Right will entitle the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $1.00 per share (“Series A Preferred Stock”), of the Company at an exercise price of $210 per one one-thousandth of a share of Series A Preferred Stock, subject to certain anti-dilution adjustments.

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.

The Rights Agreement will expire on October 27, 2027, unless prior to such date stockholder approval has been obtained to extend the term of the Rights Agreement, or the Rights are earlier redeemed, exchanged or terminated by the Company, as provided in the Rights Agreement.

The Rights Agreement is intended to reduce the likelihood that anyone is able to gain control of the Company without paying all stockholders an appropriate control premium, and to provide the Board the adequate opportunity to make informed judgments and take actions that are in the best interests of all stockholders. The Rights Agreement is not expected to interfere with any merger or other business combination approved by the Board.

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