[8-K] Dine Brands Global, Inc. Reports Material Event

Rhea-AI Filing Summary

Dine Brands Global disclosed a one-time special grant of restricted stock to Mr. Camperlingo with a grant date value of $300,000. The award vests 50% on each of the next two anniversaries of the grant date, provided Mr. Camperlingo remains continuously employed through each vesting date. The disclosure also states Mr. Camperlingo will be eligible to participate in the corporation's standard health and other benefit plans and perquisites that may be extended generally to the most senior executive officers. The filing is signed by the company general counsel.

Positive

• $300,000 one-time restricted stock grant is clearly disclosed
• Vesting schedule is specified as 50% on each of the next two anniversaries
• Participation in standard health and benefit plans for the executive is confirmed

Negative

• Vesting is conditioned on continued employment, which may result in forfeiture if employment ends before vesting
• Filing does not specify the grant date, compensation committee approval details, or forfeiture/clawback provisions

Insights

Compensation/Financial Analyst

TL;DR: A routine executive retention award of $300,000 in restricted stock vesting over two years tied to continued employment.

This disclosure records a single, time‑based equity award intended to retain a senior executive. The award value and 50/50 two‑year vesting schedule are explicit and straightforward. There are no accompanying cash payments or supplemental performance metrics disclosed. From a short‑term financial perspective, the company records an equity grant which will be amortized as compensation expense over the vesting period in accordance with accounting rules.

Corporate Governance Expert

TL;DR: Governance disclosure is standard: grant value, vesting schedule and benefit participation are specified, with a signature from counsel.

The filing provides the essential elements investors expect for an executive compensation disclosure: grant amount, vesting conditions tied to continued employment, and eligibility for standard benefits and perquisites. The description lacks additional governance details such as grant date, potential forfeiture provisions, or whether the award was approved by a compensation committee, which limits assessment of oversight and alignment with shareholder interests.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 15, 2025

Dine Brands Global, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-15283		95-3038279
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(I.R.S. Employer Identification No.)

10 West Walnut Street, 5th Floor Pasadena, California				91103
(Address of principal executive offices)				(Zip Code)

(818) 240-6055

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $.01 Par Value		DIN		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 15, 2025, Allison Hall, Senior Vice President, Chief Accounting Officer, of Dine Brands Global, Inc., a Delaware corporation (the “Corporation”), notified the Corporation of her retirement, effective January 2, 2026. Effective November 6, 2025, Ms. Hall will step down from her role as Senior Vice President, Chief Accounting Officer. Ms. Hall will remain with the Corporation as Chief Accounting Officer Emeritus from November 6, 2025 until January 2, 2026 to assist in the transition of the role.

Joseph F. Camperlingo, age 51, will join the Corporation on September 29, 2025 as Senior Vice President, Chief Accounting Officer Designee and will assume the role of Senior Vice President, Chief Accounting Officer, effective November 6, 2025. Since 2018, Mr. Camperlingo has served as Vice President, Transaction Support & Policy at The Walt Disney Company, a diversified worldwide entertainment company.

Per the terms of his offer letter, in connection with his appointment as Senior Vice President, Chief Accounting Officer, Mr. Camperlingo will receive a compensation package consisting of the following: (1) a salary of $370,000 annually, (2) participation in the Corporation’s annual incentive plan with a target payout of 50% of base salary, and (3) participation in the Corporation’s long-term equity incentive award program. In addition, Mr. Camperlingo will receive a one-time special grant of restricted stock having a grant date value of $300,000. This special grant of restricted stock will vest 50% on each of the next two anniversaries of the grant date, assuming Mr. Camperlingo remains continuously employed by the Corporation through each such vesting date. Mr. Camperlingo will also be entitled to participate in standard health and other benefit plans and perquisites that may be extended generally to the most senior executive officers of the Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: September 17, 2025				DINE BRANDS GLOBAL, INC.
				By:		/s/ Christine K. Son
						Christine K. Son
						Senior Vice President, Legal, General Counsel and Secretary

FAQ

What compensation was disclosed for Dine Brands (DIN)?

The filing discloses a one-time restricted stock grant with a grant date value of $300,000 to Mr. Camperlingo.

How does the restricted stock vest according to the 8-K?

The award vests 50% on each of the next two anniversaries of the grant date, conditioned on continuous employment.

Will Mr. Camperlingo receive benefits in addition to the stock grant?

Yes; the filing states he will be entitled to participate in the corporation's standard health and other benefit plans and perquisites extended to senior executive officers.

Does the filing state any performance conditions for the award?

No. The filing specifies only time-based vesting tied to continuous employment and does not disclose any performance conditions.

Who signed the disclosure for Dine Brands?

The filing is signed by Christine K. Son, Senior Vice President, Legal, General Counsel and Secretary.