Denny's (DENN) director cashes out in $6.25-per-share merger

Rhea-AI Filing Summary

Denny's Corporation director Mark R. Vondrasek reported transactions tied to the closing of the company’s merger with Sparkle Topco Corp. on January 16, 2026. Immediately before the merger became effective, his common shares were converted into the right to receive $6.25 per share in cash under the merger agreement.

On the same date, a total of 38,697 shares of common stock were acquired through the automatic conversion of deferred stock units and then disposed of for $6.25 per share, leaving him with no remaining common stock. Two blocks of deferred stock units, covering 13,922 and 24,775 share equivalents, were also converted entirely into cash, consistent with the treatment of equity awards at the merger closing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

VONDRASEK MARK R

(Last) (First) (Middle)

DENNY'S CORPORATION

203 EAST MAIN STREET

(Street)

SPARTANBURG SC 29319

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DENNY'S Corp [ DENN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/16/2026		M		38,697(1)(2)	A	(1)	38,697	D
Common Stock	01/16/2026		D		38,697(1)(2)	D	$6.25(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	(3)	01/16/2026		M(1)(2)			13,922	(4)	(4)	Common Stock	13,922	$0	0	D
Deferred Stock Units	(3)	01/16/2026		M(1)(2)			24,775	(5)	(5)	Common Stock	24,775	$0	0	D

Explanation of Responses:

1. 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 Issuer's 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.

2. 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.

3. Each DSU represents the equivalent of one share of common stock of the Issuer.

4. These DSUs, which were granted under the Denny's Corporation's respective Omnibus Incentive Plan, vested on the first anniversary of the date of grant.

5. These DSUs, which were granted under the Denny's Corporation's respective Omnibus Incentive Plan, vested on January 16, 2026, the closing date of the Merger.

Remarks:

	/s/ Gail Sharps Myers, Attorney-in-Fact	01/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did DENN director Mark R. Vondrasek report?

Mark R. Vondrasek, a director of Denny's Corporation (DENN), reported the conversion and cash-out of his common stock and deferred stock units on January 16, 2026 in connection with the company’s merger with Sparkle Topco Corp.

How many Denny's (DENN) common shares were involved in this Form 4?

The filing shows 38,697 shares of common stock were acquired via conversion of deferred stock units and then disposed of in exchange for cash at the $6.25 per share merger consideration.

What price did the Denny's director receive for his DENN shares?

Immediately prior to the merger’s effective time, each share of Denny's common stock held by the director was converted into the right to receive $6.25 in cash per share, without interest and subject to applicable withholding taxes.

What happened to the deferred stock units (DSUs) reported in this DENN Form 4?

Two blocks of deferred stock units, representing 13,922 and 24,775 share equivalents, were automatically converted into cash based on the $6.25 per share merger consideration, leaving 0 DSUs beneficially owned after the transactions.

How is the Denny's merger described in this insider filing?

The filing describes a merger where Sparkle Acquisition Corp. merged with and into Denny's Corporation, with Denny's surviving as an indirect wholly owned subsidiary of Sparkle Topco Corp., and all reported equity awards and shares being converted into cash.

Did the Denny's director have any DENN shares after the reported transactions?

No. After the conversion and cash-out of 38,697 common shares at $6.25 per share and the full conversion of the related deferred stock units, the Form 4 reports 0 shares and 0 derivative securities beneficially owned.