Dine Brands Global, Inc.DIN
Dine Brands Global, Inc. Stock Compensation Disclosure
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.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Mar 5, 2025 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.