Dine Brands Adopts Poison Pill After Reported Stock Accumulation

Updates

1. Oct 29, 5:25 PM ET · SEC 8-K — The key terms add that the Board may exchange Rights at one share of Common Stock per Right until an Acquiring Person owns 50% or more of outstanding Common Stock.

   • Flip-In Terms — Each valid Right holder may receive Common Stock worth two times the exercise price; at $210 per Right, $420 of stock for $210, or 12 shares at $35 per share.
   • Flip-Over Terms — A flip-over is triggered by a merger where the Company is not surviving, a share exchange or merger changing all or part of Common Stock, or a sale of 50% or more of assets, cash flow or earning power. Each Right holder may then receive acquiring company common stock worth two times the exercise price.
   • Rights Exchange — After an Acquiring Person emerges, the Company may exchange Rights at one share of Common Stock, or one one-thousandth of a Series A Preferred share, per Right. Exchange is available until an Acquiring Person with all affiliates and associates owns 50% or more of outstanding Common Stock.
   • Series A Preferred — The 40,000 designated Series A Preferred shares are not redeemable and pay $1,000 plus accrued and unpaid dividends per share upon liquidation. Quarterly dividends equal the greater of $1,000 per share and 1,000 times cash plus 1,000 times non-cash dividends on one Common share, with voting power of 1,000 Common shares.
   • Redemption — The Board may redeem Rights in whole, but not in part, at any time prior to the earlier of a person or group becoming an Acquiring Person and the Final Expiration Time, payable in cash, Common Stock or other consideration. Upon Board action, Rights terminate and holders' only right is to receive the redemption price.
   • Amendments and Adjustments — The exercise price and number of shares issuable are subject to anti-dilution adjustment, with no adjustment required until cumulative adjustments amount to at least 1% of the exercise price. No fractional Series A Preferred shares are issued; the Company and Rights Agent may amend the agreement without holder consent, subject to limits on or after the Stock Acquisition Date.
   • Tax Treatment — Distribution of the Rights will not be taxable to stockholders or to the Company; stockholders may recognize taxable income if the Rights become exercisable for Common Stock or other consideration or acquiring company common stock, or upon redemption of the Rights.
   • Exemptions — Acquiring Person excludes officers, directors and employees acting in that capacity and employee benefit plans and related entities. Purchases directly from the Company or through a Board-approved underwritten offering do not create an Acquiring Person, and Rights expire upon closing of a Board-approved merger before any Acquiring Person emerges.
   • Rights Mechanics — Rights attach to Common Stock issued after the Record Date and before the earlier of the Distribution Time and the Expiration Time. Until the Distribution Time, Rights transfer only with underlying Common Stock and are not exercisable, and a tender or exchange offer conditioned on redemption of the Rights does not trigger the Distribution Time.
   All 35 details

   • Board of Directors unanimously adopted the limited duration stockholder rights agreement on October 28, 2026.
   • Rights Agreement dated October 28, 2026 between Dine Brands Global, Inc. and Computershare Trust Company, N.A., as rights agent.
   • Rights become exercisable at close of business on the tenth (10th) day after the Stock Acquisition Date, the first date of public announcement a person or group has become an Acquiring Person.
   • Rights also become exercisable at close of business on the tenth (10th) business day after commencement of a tender or exchange offer that, if consummated, would result in a person or group becoming an Acquiring Person.
   • Holders at or above the Specified Percentage immediately before the first public announcement of adoption are grandfathered at current ownership, so long as they do not acquire shares equal to or above the greater of the Specified Percentage and their lowest ownership since the announcement plus one share.
   • Synthetic interests from derivative positions are treated as beneficial ownership of the number of Common Stock shares equivalent to the economic exposure created by the derivative position, to the extent actual shares are directly or indirectly held by counterparties.
   • Flip-in: each valid Right holder may receive Common Stock worth two times the exercise price; at $210 per Right, $420 of stock for $210 (at $35 per share, 12 shares).
   • Flip-over triggered by merger where Company is not surviving, share exchange or merger changing all or part of Common Stock, or sale of 50% or more of assets, cash flow or earning power.
   • After an Acquiring Person emerges, the Company may exchange Rights at one share of Common Stock, or one one-thousandth of a Series A Preferred share, per Right.
   • Exchange available until an Acquiring Person, with all affiliates and associates, becomes beneficial owner of 50% or more of outstanding Common Stock.
   • Series A Preferred is not redeemable and entitles holders to $1,000 plus accrued and unpaid dividends per share upon liquidation.
   • Series A Preferred quarterly dividends equal the greater of $1,000 per share and 1,000 times cash dividends plus 1,000 times non-cash dividends or other distributions paid on one Common share.
   • Series A Preferred has the same voting power as 1,000 shares of Common Stock.
   • Exercise price and number of shares issuable are subject to anti-dilution adjustment; no adjustment required until cumulative adjustments amount to at least 1% of the exercise price.
   • No fractional Series A Preferred shares issued; cash adjustment based on market price of Series A Preferred on the last trading day prior to exercise.
   • Company and Rights Agent may amend or supplement the Rights Agreement without consent of holders of the Rights; on or after the Stock Acquisition Date, no amendment may materially adversely affect holders' interests (other than the Acquiring Person, its affiliates or associates or certain transferees).
   • Distribution of the Rights will not be taxable to stockholders or to the Company; stockholders may recognize taxable income if the Rights become exercisable for Common Stock or other consideration or acquiring company common stock, or upon redemption of the Rights.
   • Certificate of Designation of Series A Junior Participating Preferred Stock designating 40,000 shares was filed with the Secretary of State of the State of Delaware and became effective on October 29, 2026.
   • Board adopted the Rights Agreement in response to media reports about a significant open market accumulation in Dine Brands' stock and derivatives.
   • Rights Agreement not expected to interfere with any merger or other business combination approved by the Board.
   • Rights attach to Common Stock issued and outstanding after the Record Date and prior to the earlier of the Distribution Time and the Expiration Time.
   • Until Distribution Time, Rights transferable only with underlying Common Stock; separate rights certificates mailed as soon as practicable after Distribution Time.
   • Rights not exercisable until Distribution Time; until exercised, holders have no rights as stockholders, including no right to vote or receive dividends.
   • Tender or exchange offer does not trigger Distribution Time if conditioned on redemption of the Rights or termination of the Rights Agreement.
   • Acquiring Person excludes any officer, director or employee of the Company or any subsidiary in his or her capacity as such.
   • Acquiring Person excludes employee benefit plans of the Company or subsidiaries and entities or trustees holding stock for such plans or funding other employee benefits.
   • No person or group becomes an Acquiring Person from purchases or issuances directly from the Company or through a Board-approved underwritten offering.
   • Board may determine a person or group became an Acquiring Person inadvertently if it has divested or divests as promptly as practicable enough shares to no longer be an Acquiring Person.
   • Rights expire upon closing of any merger or other acquisition transaction approved by the Board before any person or group becomes an Acquiring Person.
   • Flip-over: each Right holder may receive common stock of the acquiring company having a value equal to two times the exercise price of the Right.
   • If Common Stock is exchanged by merger, consolidation or similar transaction, each Series A Preferred share entitles holder to per-share payment equal to payment made on 1,000 Common shares.
   • Board may redeem Rights in whole, but not in part, at any time prior to the earlier of a person or group becoming an Acquiring Person and the Final Expiration Time.
   • Redemption price payable in cash, Common Stock or other consideration deemed appropriate by the Board.
   • Immediately upon Board action authorizing redemption, or a later Board-established time, Rights terminate and holders' only right is to receive the redemption price.
   • Certificate of Designation filed with the Secretary of State of the State of Delaware, effective October 29, 2026, under Section 151 of the Delaware General Corporation Law, had the same effect as an amendment to the Restated Charter.