[S-8] Dine Brands Global, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Dine Brands Global, Inc. (DIN) filed a Form S-8 to register additional shares of Common Stock under its 2019 Stock Incentive Plan, as amended effective May 14, 2025. The filing incorporates by reference the company’s prior effective registration statements from May 14, 2019 and March 1, 2023 and references recent SEC reports including the 2024 Form 10-K and 2025 Form 10-Qs. The exhibit list includes the amended certificate of incorporation, bylaws, the amended stock plan, legal opinion and accounting consents.

Positive

• Registers additional shares under the 2019 Stock Incentive Plan to enable issuance to directors, consultants and agents
• Incorporates prior effective registration statements (May 14, 2019 and March 1, 2023), simplifying disclosure requirements
• Includes required exhibits and consents (amended charter, bylaws, amended plan, legal opinion, auditor consent) indicating procedural completeness

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine registration to permit additional equity awards under an existing employee plan; administrative but important for compensation execution.

The filing documents registration of additional Common Stock under the Dine Brands 2019 Stock Incentive Plan as amended May 14, 2025, and incorporates prior S-8 registrations. This is a standard corporate action to ensure shares are available for issuance to non-employee directors, consultants, contractors and agents. The inclusion of amended governance documents and legal and accounting consents aligns with normal SEC compliance for equity incentive plans.

Securities/Compliance Counsel

TL;DR: Form S-8 submission appears procedurally complete and cites required exhibits and incorporated filings.

The registration references the Prior Registration Statements (Registration Nos. 333-231473 and 333-270157) and lists required exhibits including corporate charter/bylaws, the amended plan, legal opinion (Exhibit 5.1) and auditor consent. The filing’s reliance on General Instruction E to incorporate prior statements is a common method to register additional securities of the same class. No unusual disclosure items are presented in the excerpt provided.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Dine Brands Global, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		95-3038279
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

10 W Walnut Street, 5th Floor

Pasadena, California 91103

(Address of Principal Executive Offices) (Zip code)

Dine Brands Global, Inc. 2019 Stock Incentive Plan

(Full Title of the Plan)

Christine K. Son

Senior Vice President, Legal, General Counsel and Secretary

Dine Brands Global, Inc.

10 W Walnut Street, 5th Floor

Pasadena, California 91103

(Name and address of agent for service)

(818) 240-6055

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act. ☐

NOTE

INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Dine Brands Global, Inc. (the “Corporation”), relating to 1,421,000 shares of its common stock, par value $0.01 per share (the “Common Stock”), issuable to eligible employees, non-employee directors, consultants, independent contractors and agents of the Corporation and its affiliates under the Dine Brands Global, Inc. 2019 Stock Incentive Plan, as amended effective May 14, 2025 (the “Plan”), which Common Stock is in addition to the shares of Common Stock registered on the Corporation’s Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 14, 2019 (Registration No.  333-231473) and March 1, 2023 (Registration No. 333-270157) (collectively, the “Prior Registration Statements”). The Prior Registration Statements are currently effective. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

Part II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

The following documents of the Corporation filed with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:

(a) Annual Report on Form 10-K for the fiscal year ended December 29, 2024, filed with the Commission on March 5, 2025;

(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Commission on May 7, 2025;

(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Commission on August 6, 2025;

(d) Current Reports on Form 8-K, filed with the Commission on February 5, 2025, February  21, 2025, May  14, 2025, May  19, 2025, May  27, 2025, June  5, 2025, June  17, 2025 and August 6, 2025; and

(e) The description of the Common Stock contained in the Corporation’s Registration Statement on Form S-3 (Registration No. 333-160836) originally filed with the Commission on July 28, 2009, including Exhibit 4.3 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and filed with the Commission on February 24, 2020, and any other amendment or report filed for the purpose of updating such description.

All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold are deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).

Any statement contained herein or in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement or the related prospectus to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit Number		Description of Exhibit
4.1		Amended and Restated Certificate of Incorporation of Dine Brands Global, Inc. (Exhibit 3.1 to the Corporation’s Form 8-K filed with the Commission on May 15, 2023 is incorporated herein by reference).
4.2		Amended and Restated Bylaws of Dine Brands Global, Inc. (Exhibit 3.1 to the Corporation’s Form 8-K filed with the Commission on September 8, 2023 is incorporated herein by reference).
4.3		Dine Brands Global, Inc. 2019 Stock Incentive Plan, as amended (Appendix B to the Corporation’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 28, 2025 is incorporated herein by reference).
5.1*		Opinion of Christine K. Son, as to the legality of the securities being registered
23.1*		Consent of Christine K. Son (included in the opinion filed as Exhibit 5.1)
23.2*		Consent of Independent Registered Public Accounting Firm
24.1*		Powers of Attorney (contained in the signature page to this Registration Statement)
107*		Filing Fee Table

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pasadena, State of California, on this 3^rd day of September, 2025.

DINE BRANDS GLOBAL, INC.
By:		/s/ John W. Peyton
Name:		John W. Peyton
Title:		Chief Executive Officer

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Peyton, Vance Y. Chang and Christine K. Son, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, including any filings under Rule 462 promulgated under the Securities Act, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 3^rd day of September, 2025.

Signatures		Title
/s/ John W. Peyton John W. Peyton		Chief Executive Officer and Director (Principal Executive Officer)
/s/ Vance Y. Chang Vance Y. Chang		Chief Financial Officer (Principal Financial Officer)
/s/ Allison Hall Allison Hall		Chief Accounting Officer (Principal Accounting Officer)
/s/ Howard M. Berk Howard M. Berk		Director
/s/ Richard J. Dahl Richard J. Dahl		Director
/s/ Michael C. Hyter Michael C. Hyter		Director
/s/ Douglas M. Pasquale Douglas M. Pasquale		Director
/s/ Martha C. Poulter Martha C. Poulter		Director

/s/ Matthew T. Ryan Matthew T. Ryan		Director
/s/ Arthur F. Starrs Arthur F. Starrs		Director
/s/ Lilian C. Tomovich Lilian C. Tomovich		Director

FAQ

What does Dine Brands (DIN) register on this Form S-8?

The company registers additional shares of Common Stock under the 2019 Stock Incentive Plan, as amended effective May 14, 2025, for issuance to non-employee directors, consultants, independent contractors and agents.

Does this filing rely on earlier registrations?

Yes. It incorporates by reference the Prior Registration Statements filed on May 14, 2019 (Reg. No. 333-231473) and March 1, 2023 (Reg. No. 333-270157).

Which exhibits are included or incorporated by reference in the filing?

The filing references the amended and restated certificate of incorporation, amended and restated bylaws, the amended 2019 Stock Incentive Plan, a legal opinion (Exhibit 5.1) and auditor consent (Exhibit 23.2).

Who are the intended recipients of the registered shares?

The shares are intended for non-employee directors, consultants, independent contractors and agents of the Corporation and its affiliates under the amended plan.

Does the excerpt disclose material transactions or financial results?

No. The excerpt lists registration and exhibits and cites recent SEC reports (the 2024 Form 10-K and 2025 Form 10-Qs) but does not disclose financial results or material transactions.