Denny's (DENN) EVP paid $6.25 per share as merger cashes out equity
Rhea-AI Filing Summary
Denny's Corporation EVP Stephen C. Dunn had his equity fully cashed out in connection with the company’s merger on January 16, 2026. Under a Merger Agreement with Sparkle Topco Corp. and Sparkle Acquisition Corp., Denny’s became an indirect wholly owned subsidiary of the buyer. Immediately before the merger became effective, Dunn’s common shares were converted into the right to receive $6.25 per share in cash, subject to taxes.
On the same date, his restricted stock units and performance-based restricted stock units were cancelled and converted into cash based on the number of underlying shares multiplied by the same $6.25 per-share merger consideration. Following these transactions, the form shows Dunn with no remaining Denny’s common stock or RSU/PSU holdings, reflecting the full cash-out of his position through the merger terms.
Positive
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Negative
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Insights
Dunn’s Form 4 reflects compulsory cash-out of all Denny’s equity at $6.25 per share in a completed merger.
This filing shows how the Denny’s merger with Sparkle Topco Corp. affected an executive’s holdings rather than a discretionary insider trade. Stephen C. Dunn’s common stock was converted into a right to receive cash at $6.25 per share immediately prior to the merger’s effective time, consistent with the disclosed merger consideration.
All of Dunn’s restricted stock units and performance-based restricted stock units were also cancelled and converted into cash based on the same $6.25 per-share value, leaving him with zero derivative securities afterward. The economic impact for him is determined entirely by the merger terms, so this filing mainly confirms that the transaction closed on January 16, 2026 and that executive equity was settled in cash rather than continuing as stock.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 8,423 | $0.00 | -- |
| Exercise | Restricted Stock Units | 17,300 | $0.00 | -- |
| Exercise | Restricted Stock Units | 44,343 | $0.00 | -- |
| Disposition | Common Stock | 113,666 | $6.25 | $710K |
| Exercise | Common Stock | 70,066 | $0.00 | -- |
| Disposition | Common Stock | 70,066 | $6.25 | $438K |
| Grant/Award | Common Stock | 47,502 | $0.00 | -- |
| Disposition | Common Stock | 47,502 | $6.25 | $297K |
| Grant/Award | Common Stock | 46,972 | $0.00 | -- |
| Disposition | Common Stock | 46,972 | $6.25 | $294K |
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. These fully vested performance shares and restricted stock units were previously deferred under the Denny's, Inc. Deferred Compensation Plan.
