Dennys Corp SEC Filings

DENNY'S Corp (DENN): Jumana Capital Investments LLC and Christopher R. Martin filed a joint Form 3 reflecting initial beneficial ownership. Jumana Capital directly holds 4,274,201 shares of common stock. The filing also lists exchange‑traded options: a call on 50,000 shares at $5 expiring 02/20/2026, and puts on 120,000 shares at $5 expiring 02/20/2026 and 2,150,000 shares at $5 expiring 05/15/2026. The Reporting Persons note a prior Section 13(d) group that was terminated on 11/04/2025 and disclaim beneficial ownership beyond their pecuniary interest.

Denny’s Corp (DENN): An amended Form 3 reports no change to holdings, serving to update Footnote 2. The filing lists 455,717 shares of common stock beneficially owned indirectly by JCP Investment Partnership, LP.

Footnote 2 clarifies Schedule 13(d) group status: as of October 21, 2025, the group briefly fell below and later rose back above 10% beneficial ownership that same day. The Schedule 13(d) group was then terminated on November 4, 2025, and the reporting persons are no longer members of a group that collectively owns more than 10%.

Denny’s Corporation announced a definitive agreement to be acquired by Sparkle Topco Corp., an affiliate of TriArtisan Capital Advisors. At closing, each outstanding share will be converted into the right to receive $6.25 in cash, and Denny’s will become a wholly owned subsidiary and cease to be publicly traded.

The transaction is supported by committed financing comprising an $220,000,000 equity commitment and $335,000,000 secured debt (a $300,000,000 term loan and a $35,000,000 revolver). The board unanimously approved the agreement and will recommend stockholders adopt it, subject to customary conditions including stockholder approval, HSR waiting period expiration/termination, absence of legal prohibitions, and no termination of the agreement. A no‑shop applies, with a fiduciary out for a Superior Company Proposal or an Intervening Event.

Termination fees include $10,320,000 payable by the Company in specified scenarios and $17,200,000 payable by Buyer if it fails to close under certain conditions. The Outside Date is June 30, 2026. The parties also executed a sale‑leaseback agreement for certain real estate contemporaneous with closing.

Denny’s Corporation (DENN) filed its Q3 2025 report, showing steady revenue but sharply lower profit and announcing a definitive merger agreement. Total operating revenue was $113.2 million, up slightly from $111.8 million a year ago, as higher company restaurant sales offset softer franchise revenue. Net income was $0.6 million versus $6.5 million last year, driven by higher interest expense and $3.7 million of debt issuance costs recognized in other nonoperating expense.

Franchise and license revenue declined with fewer Denny’s franchised units and lower same-store sales, while Keke’s grew through unit additions and positive comps. Operating cash flow improved to $30.3 million year-to-date.

After quarter-end, Denny’s amended its credit facility, reducing capacity to $325 million, extending maturity to January 29, 2027, and prohibiting dividends and share repurchases. The company also entered into a Merger Agreement under which holders will receive $6.25 in cash per share, subject to customary conditions, including stockholder approval. Shares outstanding were 51,498,994 as of October 28, 2025.

Denny’s Corporation filed a Form 12b-25 to notify a late Form 10-Q for the quarter ended September 24, 2025, citing additional work tied to an Agreement and Plan of Merger with Sparkle Topco Corp. The company states it will file the Form 10-Q no later than five calendar days after the prescribed due date under Rule 12b-25.

Preliminary figures show mixed performance: company restaurant sales increased $4.7 million (8.9%) for the quarter, while franchise and license revenue decreased $3.2 million (5.4%). Operating income was $10.4 million versus $11.7 million a year earlier. Net income was $0.6 million compared to $6.5 million in the prior-year quarter. Costs of company restaurant sales were 87.4% of sales for the quarter, down from 88.8% a year ago, and costs of franchise and license revenue decreased $2.2 million (7.6%).

Denny’s Corporation filed an 8-K stating it issued a press release announcing financial results for the third quarter ended September 24, 2025. The press release is furnished as Exhibit 99.1 and incorporated by reference.

This 8-K is an administrative notice of disclosure; detailed figures and commentary are contained in the attached press release.

Denny’s Corporation amended its credit facility. The Second Amendment extends the facility’s maturity to January 29, 2027, reduces the aggregate capacity from $400 million to $325 million, and removes the accordion feature that had permitted an increase up to $450 million.

The amendment also prohibits dividends and share repurchases, alongside other general investment restrictions. The facility remains with Wells Fargo Bank, National Association, as Administrative Agent, with Denny’s, Inc. as Borrower and certain subsidiaries as Guarantors.

Jumana Capital Investments LLC and Christopher R. Martin filed a Form 4 for Denny’s Corp. They reported open-market purchases of common stock on 10/17/2025 (11,750 shares at a weighted average $4.9929, with trades from $4.9137 to $4.9996), 10/20/2025 (162,210 shares at $5.0475), and 10/21/2025 (9,347 shares at $5.1416). Following these trades, beneficial ownership is listed as 3,804,870 shares, held directly by Jumana Capital. The report also shows a derivative transaction on 10/21/2025: sale of 6,600 call options at $0.42 with a $5 strike expiring 11/21/2025, leaving 0 derivative securities held. Footnotes state Martin, as Manager of Jumana Capital, may be deemed a beneficial owner.

Denny’s Corp (DENN): Initial insider ownership reported. Jumana Capital Investments LLC and Christopher R. Martin jointly filed a statement of beneficial ownership. They report 3,621,563 shares of common stock held directly, and exchange-traded options tied to Denny’s shares.

Disclosed derivatives include call options for 660,000 shares (exercise price $5, expiring 11/21/2025) and 50,000 shares ($5, expiring 02/20/2026), plus put options for 120,000 shares ($5, expiring 02/20/2026) and 2,150,000 shares ($5, expiring 05/15/2026). The filers state they are members of a Section 13(d) group that collectively owns more than 10% and disclaim beneficial ownership beyond their pecuniary interest.