Denny's Corporation (DENN) director reports $6.25-per-share cash-out
Rhea-AI Filing Summary
Denny's Corporation director Bernadette S. Aulestia reported the cash-out of her equity in connection with the company’s merger. On January 16, 2026, Sparkle Acquisition Corp. merged into Denny’s under a Merger Agreement with Sparkle Topco Corp., with Denny’s becoming an indirect wholly owned subsidiary of the buyer. Immediately before the merger became effective, Aulestia’s 100,400 shares of common stock were converted into the right to receive cash equal to the per share merger consideration of $6.25, without interest and subject to taxes.
The filing also shows that each of her outstanding restricted stock unit and deferred stock unit awards, each representing one share of common stock, was cancelled and converted into a cash right based on the same $6.25 per-share merger consideration. Following these transactions, the report lists zero common shares and zero deferred stock units beneficially owned.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Deferred Stock Units | 6,431 | $0.00 | -- |
| Exercise | Deferred Stock Units | 5,658 | $0.00 | -- |
| Exercise | Deferred Stock Units | 931 | $0.00 | -- |
| Exercise | Deferred Stock Units | 2,351 | $0.00 | -- |
| Exercise | Deferred Stock Units | 10,280 | $0.00 | -- |
| Exercise | Deferred Stock Units | 2,034 | $0.00 | -- |
| Exercise | Deferred Stock Units | 1,812 | $0.00 | -- |
| Exercise | Deferred Stock Units | 1,368 | $0.00 | -- |
| Exercise | Deferred Stock Units | 1,026 | $0.00 | -- |
| Exercise | Deferred Stock Units | 6,307 | $0.00 | -- |
| Exercise | Deferred Stock Units | 1,308 | $0.00 | -- |
| Exercise | Deferred Stock Units | 1,239 | $0.00 | -- |
| Exercise | Deferred Stock Units | 11,145 | $0.00 | -- |
| Exercise | Deferred Stock Units | 10,271 | $0.00 | -- |
| Exercise | Deferred Stock Units | 13,464 | $0.00 | -- |
| Exercise | Deferred Stock Units | 24,775 | $0.00 | -- |
| Exercise | Common Stock | 100,400 | $0.00 | -- |
| Disposition | Common Stock | 100,400 | $6.25 | $628K |
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, 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 their respective 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.
FAQ
What insider transaction did Denny's (DENN) report in this Form 4?
The Form 4 reports that director Bernadette S. Aulestia had her Denny’s equity cashed out in connection with a merger. Her 100,400 common shares were converted into the right to receive cash at the $6.25 per share merger consideration, and all of her deferred stock units were cancelled and converted into cash-based rights.
What merger affected Denny's (DENN) director Bernadette S. Aulestia’s holdings?
Under an Agreement and Plan of Merger dated November 3, 2025, Sparkle Acquisition Corp. merged with and into Denny’s Corporation on January 16, 2026, with Denny’s surviving as a wholly owned, indirect subsidiary of Sparkle Topco Corp. This merger triggered the cash-out of Aulestia’s stock and equity awards.
What happened to Denny's (DENN) deferred stock units and RSUs in this Form 4?
The footnotes explain that, under the Merger Agreement, each outstanding restricted stock unit (RSU) award, including deferred stock units (DSUs), was cancelled and converted into a right to receive cash. The cash amount equals the number of underlying shares multiplied by the $6.25 per share merger consideration. Each DSU represented one share of Denny’s common stock.
Did Denny's (DENN) director Bernadette S. Aulestia retain any equity awards after the merger?
No. The tables show that after the January 16, 2026 transactions, the number of common shares and the number of deferred stock units beneficially owned by the reporting person were each reported as 0, reflecting full cash-out of her Denny’s equity positions.
