Dine Brands (DIN) CFO has restricted stock withheld for tax obligations

Rhea-AI Filing Summary

Dine Brands Global, Inc. Chief Financial Officer Vance YuWen Chang reported two tax-related share dispositions of common stock. On the vesting of restricted stock on March 6, 2026, the company withheld 1,382 shares and 2,303 shares at $31.58 per share to satisfy withholding obligations. After these tax-withholding transactions, Chang held 61,561 and then 59,258 shares directly, indicating these were not open-market sales but shares retained by the issuer for taxes.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chang Vance YuWen

(Last) (First) (Middle)

10 WEST WALNUT STREET

5TH FLOOR

(Street)

PASADENA CA 91103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dine Brands Global, Inc. [ DIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/06/2026		F(1)		1,382	D	$31.58	61,561	D
Common Stock	03/06/2026		F(1)		2,303	D	$31.58	59,258	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were withheld by the Issuer to satisfy the withholding obligations of the reporting person with respect to the vesting of shares of restricted stock held by the reporting person.

	/s/ Christine K. Son as attorney-in-fact for Vance Y. Chang	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Dine Brands Global (DIN) report for its CFO?

Dine Brands Global reported that CFO Vance YuWen Chang had common shares withheld to cover taxes on restricted stock vesting. Two separate tax-withholding dispositions occurred, where the issuer retained shares instead of cash to satisfy withholding obligations tied to equity awards.

How many Dine Brands (DIN) shares were used for the CFO’s tax withholding?

A total of 3,685 Dine Brands shares were withheld for taxes, consisting of 1,382 shares and 2,303 shares. Each block was valued at $31.58 per share, reflecting the price used to determine the tax-withholding share amounts on the vesting date.

Was the Dine Brands (DIN) CFO’s Form 4 transaction an open-market stock sale?

No, the Form 4 describes tax-withholding dispositions, not open-market sales. The issuer withheld shares from vested restricted stock to satisfy the CFO’s tax obligations, as noted in the footnote, rather than the CFO selling shares to outside buyers in the market.

What does transaction code F mean in the Dine Brands (DIN) Form 4 filing?

Transaction code F indicates payment of exercise price or tax liability by delivering securities. In this case, it shows Dine Brands withheld common shares from the CFO’s vested restricted stock to cover required taxes instead of receiving cash for those obligations.

How many Dine Brands (DIN) shares does the CFO hold after these transactions?

Following the tax-withholding dispositions, the Form 4 shows the CFO directly holding 59,258 Dine Brands common shares. This figure reflects his remaining equity position after the issuer retained certain vested shares to meet the related tax withholding requirements.

Why did Dine Brands (DIN) withhold shares from the CFO’s restricted stock vesting?

The company withheld shares to satisfy the CFO’s tax-withholding obligations on vested restricted stock. Instead of the executive paying cash for taxes, Dine Brands retained a portion of the newly vested shares, a common method for handling equity award tax liabilities.