CFO exits Denny's (NASDAQ: DENN) equity at $6.25 merger price

Rhea-AI Filing Summary

Denny's Corporation executive vice president and chief financial officer Robert P. Verostek reported the cash-out of his equity in connection with the merger of Denny's with Sparkle Topco Corp., where Sparkle Acquisition Corp. merged into Denny's and Denny's became an indirect wholly owned subsidiary of the buyer.

Immediately prior to the merger's effective time, shares of Denny's common stock held by the reporting person, including blocks such as 71,148 shares of common stock and 24,000 shares held indirectly by his wife, were converted into the right to receive $6.25 per share in cash, without interest and subject to withholding taxes.

Outstanding restricted stock units and performance-based restricted stock units underlying amounts such as 12,512, 25,700 and 65,875 shares were cancelled and converted into cash rights based on the same $6.25 per share merger consideration, leaving the reported derivative balances at zero.

Insider Trade Summary

104,087 shares exercised/converted

Mixed 11 txns

Insider Verostek Robert P.

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	12,512	$0.00	--
Exercise	Restricted Stock Units	25,700	$0.00	--
Exercise	Restricted Stock Units	65,875	$0.00	--
Disposition	Common Stock	71,148	$6.25	$445K
Exercise	Common Stock	104,087	$0.00	--
Disposition	Common Stock	104,087	$6.25	$651K
Grant/Award	Common Stock	70,567	$0.00	--
Disposition	Common Stock	70,567	$6.25	$441K
Grant/Award	Common Stock	39,409	$0.00	--
Disposition	Common Stock	39,409	$6.25	$246K
Disposition	Common Stock	24,000	$6.25	$150K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Wife)

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 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. These fully vested performance shares and restricted stock units were previously deferred under the Denny's, Inc. Deferred Compensation Plan.

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^*

Verostek Robert P.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

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		71,148(1)	D	$6.25(1)	0	D
Common Stock	01/16/2026		M		104,087(1)(2)	A	$0	104,087	D
Common Stock	01/16/2026		D		104,087(1)(2)	D	$6.25(1)	0	D
Common Stock	01/16/2026		A		70,567(1)(3)	A	$0	70,567	D
Common Stock	01/16/2026		D		70,567(1)(3)	D	$6.25(1)	0	D
Common Stock	01/16/2026		A		39,409(1)(4)	A	$0	39,409	D
Common Stock	01/16/2026		D		39,409(1)(4)	D	$6.25(1)	0	D
Common Stock	01/16/2026		D		24,000(1)	D	$6.25(1)	0	I	By Wife

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
Restricted Stock Units	(1)(2)	01/16/2026		M			12,512	(2)	(2)	Common Stock	12,512	$0	0	D
Restricted Stock Units	(1)(2)	01/16/2026		M			25,700	(2)	(2)	Common Stock	25,700	$0	0	D
Restricted Stock Units	(1)(2)	01/16/2026		M			65,875	(2)	(2)	Common Stock	65,875	$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 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. 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.

4. These fully vested performance shares and restricted stock units were previously deferred under the Denny's, Inc. Deferred Compensation Plan.

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 does Denny's (DENN) latest Form 4 filing report for the CFO?

The filing shows that EVP and CFO Robert P. Verostek reported the conversion of his Denny's common stock and equity awards into cash in connection with the completed merger with Sparkle Topco Corp., leaving no reported common or derivative holdings after the transactions.

At what price were Denny's (DENN) shares converted in the CFO Form 4?

The Form 4 states that immediately prior to the merger's effective time, Denny's common shares held by the reporting person were converted into the right to receive $6.25 per share in cash, without interest and subject to applicable withholding taxes.

How were Denny's (DENN) restricted stock units treated in this Form 4?

According to the footnotes, 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, resulting in reported RSU balances of zero after transactions involving amounts such as 12,512, 25,700 and 65,875 underlying shares.

What happened to performance-based restricted stock units in the Denny's (DENN) CFO filing?

The Form 4 explains that performance-based restricted stock units (PSUs) were also cancelled immediately prior to the effective time of the merger and converted into cash rights based on the product of the underlying share count and the $6.25 per share merger consideration.

Does the Denny's (DENN) Form 4 include any indirectly held shares?

Yes. The non-derivative table shows a block of 24,000 shares of common stock disposed of at $6.25 per share that were held indirectly "By Wife", which were also converted into cash as part of the merger-related transactions.

What merger transaction underlies this Denny's (DENN) insider Form 4?

The footnotes describe an Agreement and Plan of Merger under which Sparkle Acquisition Corp., a wholly owned subsidiary of Sparkle Topco Corp., merged with and into Denny's Corporation, with Denny's surviving as a wholly owned, indirect subsidiary of the buyer and triggering the cash conversion of the reporting person's equity.