Denny's (DENN) director exits stake in $6.25 per share buyout

Rhea-AI Filing Summary

Denny's Corporation director John C. Miller reported the cash-out of his equity holdings in connection with the company’s merger with Sparkle Topco Corp. On January 16, 2026, all 766,634 shares of Denny’s common stock he held were converted into the right to receive $6.25 per share in cash under the merger agreement, leaving him with no remaining common shares.

On the same date, 33,619 shares were acquired through the settlement of equity awards and then also converted into cash at $6.25 per share. In addition, 8,844 and 24,775 deferred stock units, each representing one share of common stock, were cancelled and converted into cash based on the same $6.25 merger consideration, resulting in no remaining deferred stock units.

Insider Trade Summary

33,619 shares exercised/converted

Mixed 5 txns

Insider MILLER JOHN C

Role Director

Type	Security	Shares	Price	Value
Exercise	Deferred Stock Units	8,844	$0.00	--
Exercise	Deferred Stock Units	24,775	$0.00	--
Disposition	Common Stock	766,634	$6.25	$4.79M
Exercise	Common Stock	33,619	$0.00	--
Disposition	Common Stock	33,619	$6.25	$210K

Holdings After Transaction: Deferred Stock Units — 0 shares (Direct); Common Stock — 0 shares (Direct)

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

MILLER JOHN C

(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		D		766,634(1)	D	$6.25(1)	0	D
Common Stock	01/16/2026		M		33,619(1)(2)	A	(1)	33,619	D
Common Stock	01/16/2026		D		33,619(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)			8,844	(4)	(4)	Common Stock	8,844	$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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Denny's (DENN) disclose for John C. Miller on January 16, 2026?

The filing shows that director John C. Miller had all of his Denny's equity holdings, including common stock and deferred stock units, converted into cash in connection with the closing of the merger on January 16, 2026.

How many Denny's (DENN) common shares did John C. Miller have cashed out in the merger?

John C. Miller’s holdings included 766,634 shares of Denny's common stock that were converted into the right to receive $6.25 per share in cash under the merger agreement.

What was the merger consideration per share for Denny's (DENN) in this transaction?

The merger consideration for Denny's common stock was $6.25 per share, paid in cash without interest and subject to applicable withholding taxes.

What happened to John C. Miller’s deferred stock units in Denny's (DENN)?

Deferred stock units representing 8,844 and 24,775 equivalent shares were cancelled at the merger closing and converted into cash, calculated by multiplying the number of underlying shares by the $6.25 merger consideration.

Did John C. Miller retain any Denny's (DENN) shares or deferred stock units after the merger?

No. After the merger-related transactions on January 16, 2026, the Form 4 reports that John C. Miller held 0 shares of common stock and 0 deferred stock units.

How were Denny's (DENN) restricted stock units and deferred stock units treated in the merger?

According to the filing, each outstanding restricted stock unit and deferred stock unit award was cancelled immediately prior to the merger’s effective time and converted into a right to receive cash equal to the number of underlying shares multiplied by the $6.25 merger consideration.