New independent directors join Dine Brands (NYSE: DIN) board

Rhea-AI Filing Summary

Dine Brands Global expanded its board of directors from nine to eleven members and elected Amanda Clark and Enrique R. Silva as new independent directors, effective February 1, 2026. The board determined both meet New York Stock Exchange independence standards and disclosed no related-party transactions requiring Regulation S-K Item 404(a) disclosure.

The new directors will receive compensation consistent with other non-employee directors, including an initial prorated equity award targeted at $108,822 in restricted stock units that cliff vest on the first anniversary of grant and settle in Dine Brands common stock. Each will also enter into the company’s standard director indemnification agreement. On February 3, 2026, the company issued a press release announcing these appointments, furnished as Exhibit 99.1.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): February 1, 2026

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)

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

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))

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 February 1, 2026, the board of directors (the “Board”) of Dine Brands Global, Inc. (the “Corporation”), acting pursuant to the authority granted to it by the Corporation’s Restated Certificate of Incorporation, as amended, increased the size of the Board from nine directors to eleven directors and elected Amanda Clark and Enrique R. Silva (the “New Directors”) to fill the newly-created vacancies, effective immediately. The Board also determined that the New Directors are “independent” under the applicable standards of the New York Stock Exchange.

There are no arrangements or understandings between the New Directors and any other person pursuant to which the New Directors were elected to serve as members of the Board. There are not any transactions or relationships between the Company and the New Directors that would require disclosure pursuant to Item 404(a) of Regulation S-K.

The New Directors will be compensated for their service on the Board in the same manner as the Corporation’s other non-employee directors. For a description of the Corporation’s director compensation programs, see “Director Compensation” in the Corporation’s proxy statement for the Corporation’s 2025 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 28, 2025. In connection with their appointments to the Board, each New Director will receive an initial prorated equity award targeted at $108,822 in the form of restricted stock units that will cliff vest on the first anniversary of the date of grant and settle in shares of Corporation common stock.

Additionally, in connection with the New Directors’ election to the Board, the Corporation and each New Director will enter into an indemnification agreement in substantially the same form that the Corporation has entered into with each of the Company’s other directors.

Item 7.01. Regulation FD Disclosure.

On February 3, 2026, the Corporation issued a press release announcing the appointment of Ms. Clark and Mr. Silva to the Board. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 7.01, including the related information set forth in the press release attached hereto as Exhibit 99.1 and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release issued by the Corporation on February 3, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: February 3, 2026				DINE BRANDS GLOBAL, INC.
				By:		/s/ Christine K. Son
						Christine K. Son
						Senior Vice President, Legal, General Counsel and
						Secretary

FAQ

What board changes did Dine Brands (DIN) disclose in this 8-K?

Dine Brands Global expanded its board from nine to eleven members and elected Amanda Clark and Enrique R. Silva as new directors, effective February 1, 2026. Both are classified as independent under New York Stock Exchange standards and fill newly created board vacancies.

Are the new Dine Brands (DIN) directors considered independent?

Yes, the board determined that Amanda Clark and Enrique R. Silva are independent under applicable New York Stock Exchange standards. The company also stated there are no relationships or transactions with them requiring disclosure under Item 404(a) of Regulation S-K, reinforcing their independent status.

How will Dine Brands (DIN) compensate its new board members?

The new directors will be compensated like other non-employee directors and receive an initial prorated equity award targeted at $108,822 in restricted stock units. These restricted stock units cliff vest on the first anniversary of the grant date and will settle in shares of Dine Brands common stock.

Do the new Dine Brands (DIN) directors have any special arrangements?

The company reports no arrangements or understandings with any other person under which Amanda Clark or Enrique R. Silva were elected. They will, however, enter into indemnification agreements substantially similar to those Dine Brands has with its other directors, providing standard protection related to their board service.

Did Dine Brands (DIN) issue a press release about the new directors?

Yes, on February 3, 2026, Dine Brands issued a press release announcing the appointments of Amanda Clark and Enrique R. Silva to its board. The full text of this release is included as Exhibit 99.1 and is furnished, rather than filed, under the Regulation FD disclosure section.

What type of equity award will Dine Brands (DIN) grant the new directors?

Each new director will receive restricted stock units targeted at a grant date value of $108,822. These awards are prorated, cliff vest on the first anniversary of the grant date, and will be settled in shares of Dine Brands Global common stock upon vesting, aligning director interests with shareholders.