Denny's (DENN) EVP equity cashed out at $6.25 in merger deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Denny's Corporation executive Gail Sharps Myers, EVP, Chief Legal & Administrative Officer and Secretary, reported the cash-out of her equity in connection with the company’s merger. On January 16, 2026, Sparkle Acquisition Corp. merged with Denny's Corporation under a Merger Agreement with Sparkle Topco Corp., leaving Denny's as a wholly owned, indirect subsidiary of the buyer.
Immediately before the merger’s effective time, shares of Denny's common stock held by the reporting person were converted into the right to receive $6.25 per share in cash, subject to taxes. Her outstanding restricted stock units (RSUs) and performance-based RSUs (PSUs) were also cancelled and converted into cash based on the number of underlying shares multiplied by the same $6.25 merger consideration. Following these transactions, the form shows zero shares of common stock and derivative securities beneficially owned.
Positive
- None.
Negative
- None.
Insider Trade Summary
54,533 shares exercised/converted
Mixed
7 txns
Insider
Myers Gail Sharps
Role
EVP, Chief Lgl & Adm Ofc, Sec.
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 12,345 | $0.00 | -- |
| Exercise | Restricted Stock Units | 42,188 | $0.00 | -- |
| Disposition | Common Stock | 99,582 | $6.25 | $622K |
| Exercise | Common Stock | 54,533 | $0.00 | -- |
| Disposition | Common Stock | 54,533 | $6.25 | $341K |
| Grant/Award | Common Stock | 67,530 | $0.00 | -- |
| Disposition | Common Stock | 67,530 | $6.25 | $422K |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (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. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted stock unit ("RSUs") award 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. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each of these performance-based restricted stock units ("PSUs") 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 PSU award by (y) the Merger Consideration.
FAQ
What insider transaction did Denny's (DENN) report for Gail Sharps Myers?
The filing reports that Gail Sharps Myers, an officer of Denny's Corporation, had her common stock, RSUs and PSUs converted into cash in connection with the closing of a merger.
How were Denny's RSUs treated in this Form 4 transaction?
Each outstanding restricted stock unit (RSU) award was cancelled and converted into a cash right equal to the number of underlying shares multiplied by the $6.25 merger consideration.
How were Denny's performance-based RSUs (PSUs) treated for the officer?
Each performance-based restricted stock unit (PSU) held by the officer was cancelled and converted into a cash right equal to the underlying share count times the $6.25 merger consideration.
Does Gail Sharps Myers hold any Denny's common stock after these transactions?
The Form 4 shows 0 shares of Denny's common stock and 0 derivative securities beneficially owned by the reporting person following the reported transactions.
What merger event triggered this Form 4 for Denny's (DENN)?
On January 16, 2026, under a Merger Agreement, Sparkle Acquisition Corp. merged with Denny's Corporation, making Denny's a wholly owned, indirect subsidiary of Sparkle Topco Corp., and triggering the cash-out of the officer’s equity.