4//SEC Filing
Fajemirokun-Beck Olufunlayo Olurinde 4
Accession 0001628280-26-002689
CIK 0000852772other
Filed
Jan 19, 7:00 PM ET
Accepted
Jan 20, 5:31 PM ET
Size
18.0 KB
Accession
0001628280-26-002689
Insider Transaction Report
Form 4Exit
DENNY'S CorpDENN
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-01-16$6.25/sh−11,145$69,656→ 0 total - Exercise/Conversion
Common Stock
[F1]2026-01-16+67,204→ 67,204 total - Disposition to Issuer
Common Stock
[F1][F2]2026-01-16$6.25/sh−67,204$420,025→ 0 total - Exercise/Conversion
Deferred Stock Units
[F3][F1][F2][F4]2026-01-16−6,307→ 0 total→ Common Stock (6,307 underlying) - Exercise/Conversion
Deferred Stock Units
[F3][F1][F2][F4]2026-01-16−10,271→ 0 total→ Common Stock (10,271 underlying) - Exercise/Conversion
Deferred Stock Units
[F3][F1][F2][F4]2026-01-16−13,464→ 0 total→ Common Stock (13,464 underlying) - Exercise/Conversion
Deferred Stock Units
[F3][F1][F2][F5]2026-01-16−37,162→ 0 total→ Common Stock (37,162 underlying)
Footnotes (5)
- [F1]On January 16, 2026, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 3, 2025, by and among Denny's Corporation (the "Issuer"), a Delaware corporation, Sparkle Topco Corp., a Delaware corporation (the "Buyer") and Sparkle Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Buyer ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned, indirect subsidiary of Buyer. Immediately prior to the effective time of the Merger (the "Effective Time"), shares of the Issuers common stock held by the Reporting Person were converted into the right to receive a cash payment equal to the per share merger consideration of $6.25 (the "Merger Consideration"), without interest and subject to applicable withholding taxes.
- [F2]Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted stock unit ("RSUs") award, including deferred stock units ("DSUs"), was cancelled and terminated and converted into a right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product obtained by multiplying (x) the aggregate number of shares of the Issuer's common stock underlying such RSU award by (y) the Merger Consideration.
- [F3]Each DSU represents the equivalent of one share of common stock of the Issuer.
- [F4]These DSUs, which were granted under the Denny's Corporation 2021 Omnibus Incentive Plan, vested on the first anniversary of their respective date of grant.
- [F5]These DSUs, which were granted under the Denny's Corporation Amended and Restated 2021 Omnibus Incentive Plan, vested on January 16, 2026, the closing date of the Merger.
Signature
/s/ Gail Sharps Myers, Attorney-in-Fact|2026-01-20
Documents
Issuer
DENNY'S Corp
CIK 0000852772
Entity typeother
Related Parties
1- filerCIK 0001789821
Filing Metadata
- Form type
- 4
- Filed
- Jan 19, 7:00 PM ET
- Accepted
- Jan 20, 5:31 PM ET
- Size
- 18.0 KB