Stock-Based Incentive Plans

12 Months Ended

Dec. 28, 2025

Share-Based Payment Arrangement [Abstract]

Stock-Based Incentive Plans

Stock-Based Incentive Plans

General Description

Currently, the Company is authorized to grant stock options, stock appreciation rights, restricted stock, cash-settled and stock-settled restricted stock units and performance units to employees and non-employee directors under the Dine Brands

Global, Inc. 2019 Stock Incentive Plan (the “Plan”). The Plan was approved by stockholders on May 14, 2019 to permit the issuance of up to 2,050,000 shares (subject to adjustment as defined in the Plan for shares that may become available from prior plans) of the Company’s common stock for incentive stock awards. The Plan was amended and approved by stockholders on May 14, 2022 to permit the issuance of an additional 2,020,000 shares (subject to adjustment as defined in the Plan Amendment for shares that may become available from prior plans) of the Company’s common stock for incentive stock awards. The Plan will expire in May 2029.

Stock-Based Compensation Expense

Non-qualified stock options generally vest ratably over a three-year period in one-third increments and have a life of ten years from the grant date. Options vest immediately upon a change in control of the Company, as defined in the Plan. Option exercise prices equal the closing price of the Company's common stock on the New York Stock Exchange on the date of grant. Restricted stock and restricted stock units are issued at no cost to the holder and vest over terms as determined under the Plan. Generally, these awards vest either three years from the date of grant or in one-third increments over three years. These awards also vest immediately upon a change in control of the Company, as defined in the Plan. The Company utilizes treasury stock or issues new shares from its authorized but unissued share pool when vested stock options are exercised, restricted stock awards are granted and when restricted stock units vest. See Note 11, Stockholders' Deficit, of Notes to the Consolidated Financial Statements, for treasury shares utilized related to equity grants during the years ended December 28, 2025, December 29, 2024 and December 31, 2023.

The following table summarizes the Company's stock-based compensation expense included as a component of general and administrative expenses in the Consolidated Statements of Comprehensive Income:

	2025		2024		2023
	(In millions)
Equity classified awards expense	$	13.4	$	16.0	$	12.0
Liability classified awards expense	2.5		0.3		(1.4)
Total stock-based compensation expense	15.9		16.3		10.6

As of December 28, 2025, total unrecognized compensation cost related to restricted stock awards and restricted stock units of $14.6 million and $0.8 million related to stock options is expected to be recognized over a weighted average period of approximately 1.4 years for restricted stock and restricted stock units and 0.8 years for stock options.

Equity Classified Awards - Stock Options

The per share fair values of the stock options granted have been estimated as of the grant date using the Black-Scholes option pricing model. The Black-Scholes model considers, among other factors, the expected life of the option and the historical volatility of the Company's share price.

The following table summarizes the assumptions used in the Black-Scholes model for stock options granted in the years then ended. No options were granted for the year ended December 28, 2025.

	2024			2023
Risk free interest rate	4.3		%	4.4		%
Weighted average historical volatility	70.2		%	70.9		%
Dividend yield	4.2		%	2.7		%
Expected years until exercise	4.5			4.5
Weighted average fair value of options granted	$	22.3		$	37.4

Stock option activity for the year ended December 28, 2025 is summarized as follows:

	Number of Shares Under Option	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2023	539,575	75.65		n/a	n/a
Granted	74,390	74.94		n/a	n/a
Exercised	(69,443)	54.90		n/a	n/a
Forfeited	(20,876)	79.11		n/a	n/a
Expired	(61,140)	82.47		n/a	n/a
Outstanding at December 31, 2023	462,506	77.59		n/a	n/a
Granted	133,729	49.06		n/a	n/a
Forfeited	(14,717)	56.03		n/a	n/a
Expired	(56,872)	87.07		n/a	n/a
Outstanding at December 29, 2024	524,646	69.89		n/a	n/a
Forfeited	(10,318)	54.10		n/a	n/a
Expired	(33,746)	85.57		n/a	n/a
Outstanding at December 28, 2025	480,582	69.13		4.57	$	—
Vested and Expected to Vest at December 28, 2025	476,186	$	69.30	4.54	$	—
Exercisable at December 28, 2025	405,052	$	71.91	3.94	$	—

The total intrinsic value of options exercised during the year ended December 31, 2023 was $1.1 million.

Cash received from options exercised under all stock-based payment arrangements for the year ended December 31, 2023 was $3.8 million. The tax benefit realized for the tax deduction from option exercises under the stock-based payment arrangements for the year ended December 31, 2023 was $0.3 million.

Equity Classified Awards - Restricted Stock and Restricted Stock Units

Activity in equity classified awards of restricted stock and restricted stock units for the years then ended is as follows:

	Shares of Restricted Stock	Weighted Average Grant-Date Per Share Fair Value		Restricted Stock Units	Weighted Average Grant-Date Per Share Fair Value
Outstanding at January 1, 2023	355,900	$	73.57	123,895	$	62.11
Granted	211,820	73.12		21,731	74.01
Vested/Distributed	(165,533)	73.64		(47,857)	64.04
Forfeited	(63,565)	73.15		(39,294)	77.23
Outstanding at December 31, 2023	338,622	73.33		58,475	54.07
Granted	311,955	47.55		32,630	49.06
Vested/Distributed	(155,368)	74.37		(18,115)	73.97
Forfeited	(73,750)	60.10		(37)	74.94
Outstanding at December 29, 2024	421,459	56.18		72,953	46.83
Granted	539,374	26.13		56,213	26.13
Vested/Distributed	(199,439)	59.81		(34,030)	47.70
Forfeited	(88,735)	39.08		(36,516)	39.61
Outstanding at December 28, 2025	672,659	$	33.26	58,620	$	31.78

Liability Classified Awards - Long-Term Incentive Awards

The Company has granted annual cash LTIP awards that vest over a three-year period. The awards use a multiplier from 0% to 200% of the target amount based on the total stockholder return of the Company's common stock compared to the total stockholder returns of a peer group of companies. The expense for these awards are recognized ratably over their life. For the years ended December 28, 2025, December 29, 2024 and December 31, 2023, the Company recorded an expense of $2.4 million, $0.2 million and a reversal of expense of $1.4 million, respectively. As of December 28, 2025 and December 29, 2024, a liability of $3.3 million and $0.8 million, respectively, was recorded as Other non-current liabilities on the Consolidated Balance Sheets.