Denny's (NASDAQ: DENN) CEO cashes out equity at $6.25 per share in buyout
Rhea-AI Filing Summary
Denny's Corporation CEO Kelli Valade reported multiple equity transactions tied to the closing of a cash merger on January 16, 2026. Under a merger with Sparkle Topco Corp., all of her Denny's common shares were converted into the right to receive $6.25 per share in cash, before taxes and without interest.
The filing shows a disposition of 351,363 shares of common stock at $6.25 per share. In connection with the merger, she also exercised restricted stock units that delivered 210,677 shares of common stock at $0 cost, which were then disposed of at $6.25 per share. Performance-based restricted stock units representing 161,970 shares of common stock were similarly settled for cash at the same merger price.
The derivative table reflects the cancellation of RSU awards covering 47,691 and 162,986 underlying shares, each converted into cash based on the $6.25 merger consideration. After these transactions, the CEO reported no remaining Denny's equity holdings.
Positive
- None.
Negative
- None.
Insights
CEO’s equity is fully cashed out at the agreed $6.25 merger price.
This Form 4 documents how Kelli Valade, Denny's CEO and director, had her equity converted to cash when Denny's merged into an entity controlled by Sparkle Topco Corp. on January 16, 2026. Existing common shares and equity awards were not sold on the open market; they were cashed out at the fixed merger consideration of $6.25 per share.
The filing lists a disposition of 351,363 common shares at $6.25, plus common shares delivered from vested RSUs and PSUs that were also paid out at $6.25. Derivative entries show RSU awards covering 47,691 and 162,986 underlying shares cancelled and settled in cash. Because these are mechanical conversions under a merger agreement rather than discretionary trading, they mainly confirm that the CEO no longer holds Denny's equity post-closing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 47,691 | $0.00 | -- |
| Exercise | Restricted Stock Units | 162,986 | $0.00 | -- |
| Disposition | Common Stock | 351,363 | $6.25 | $2.20M |
| Exercise | Common Stock | 210,677 | $0.00 | -- |
| Disposition | Common Stock | 210,677 | $6.25 | $1.32M |
| Grant/Award | Common Stock | 161,970 | $0.00 | -- |
| Disposition | Common Stock | 161,970 | $6.25 | $1.01M |
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) CEO report on January 16, 2026?
Denny's CEO Kelli Valade reported that all of her common stock and equity awards in Denny's were converted into cash on January 16, 2026 in connection with a merger. Her existing common shares and shares received from equity awards were effectively cashed out at $6.25 per share.
What happened to Denny's (DENN) CEO Kelli Valade’s restricted stock units and PSUs?
Restricted stock units and performance-based RSUs tied to Denny's common stock were cancelled immediately before the merger’s effective time and converted into rights to receive cash. RSU awards covering 47,691 and 162,986 underlying shares, as well as PSUs representing 161,970 underlying shares, were settled based on the $6.25 per share merger consideration.
Does the Denny's (DENN) CEO still own company stock after these transactions?
No. After the reported transactions on January 16, 2026, the Form 4 shows 0 shares of Denny's common stock and derivative securities beneficially owned by CEO Kelli Valade, indicating her Denny's equity was fully cashed out in the merger.
What merger triggered the insider transactions reported by Denny's (DENN) CEO?
The transactions were triggered by a merger under an Agreement and Plan of Merger dated November 3, 2025, among Denny's Corporation, Sparkle Topco Corp. (the buyer), and Sparkle Acquisition Corp. Merger Sub merged with and into Denny's, which became a wholly owned, indirect subsidiary of Sparkle Topco, with each share converted into cash at $6.25 per share.