Dine Brands Global, Inc. filed a Form 8-A12B on October 29, 2026, registering Preferred Stock Purchase Rights on the New York Stock Exchange following the board's unanimous adoption of a stockholder rights agreement on October 28, 2026.

Key Highlights

  • Rights dividend declared: The board declared one Right for each outstanding share of common stock, par value $0.01 per share, to stockholders of record at the close of business on November 9, 2026.
  • Exercise price: Each Right entitles its holder to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $1.00 per share, at an exercise price of $210.00 per Right, subject to adjustment.
  • Ownership thresholds: The "Specified Percentage" is 20% for passive investors and 10% for all other persons or groups whose beneficial ownership would trigger Acquiring Person status.
  • Expiration date: The Rights are set to expire at the close of business on October 27, 2027, unless redeemed, exchanged, or terminated earlier under the agreement's terms.
  • Rights agent: Computershare Trust Company, N.A. is named as rights agent under the Rights Agreement dated October 28, 2026.
  • Exchange registration: The Preferred Stock Purchase Rights are being registered on the New York Stock Exchange under the filing (NYSE:DIN).

Dine Brands Registers Poison Pill Rights on NYSE, Sets November 9 Record Date

According to the filing, Dine Brands Global, Inc.'s board of directors unanimously adopted a stockholder rights agreement on October 28, 2026, and simultaneously declared a dividend of one Right for each outstanding share of common stock. The Rights Agreement was entered into between the Company and Computershare Trust Company, N.A. as rights agent. The filing states the agreement is "intended to reduce the likelihood that anyone is able to gain control of the Company without paying all stockholders an appropriate control premium, and to provide the Board the adequate opportunity to make informed judgments and take actions that are in the best interests of all stockholders." The filing also notes the Rights Agreement "is not expected to interfere with any merger or other business combination approved by the Board."

The filing discloses that the Rights will not be exercisable until the "Distribution Time," which occurs on the earlier of the close of business on the tenth day after a Stock Acquisition Date, or the close of business on the tenth business day after the commencement of a qualifying tender or exchange offer. Until that Distribution Time, the Rights are transferable only with the underlying shares of common stock and holders have no voting or dividend rights with respect to the Rights themselves. After the Distribution Time, separate rights certificates will be mailed to holders of record.

The filing specifies two ownership thresholds that define an "Acquiring Person": 20% for persons qualifying as passive investors, and 10% for all others. Certain existing stockholders that already meet or exceed the Specified Percentage are grandfathered at their current ownership levels, subject to conditions described in the agreement. The filing also notes that synthetic interests in securities created by derivative positions are treated as beneficial ownership to the extent actual shares are held by counterparties to derivative contracts.

What Was Disclosed

Dine Brands Global, Inc. registered Preferred Stock Purchase Rights on the New York Stock Exchange via a Form 8-A12B, reflecting the board's adoption on October 28, 2026, of a one-year stockholder rights plan with an exercise price of $210.00 per Right and an expiration of October 27, 2027.