Denny's (DENN) director exits stake as $6.25-per-share merger closes

Rhea-AI Filing Summary

Denny's Corporation director Jose M. Gutierrez reported the cash-out of his equity in connection with the company’s merger. On January 16, 2026, Denny's was acquired through a merger with Sparkle Topco Corp., with Denny's becoming an indirect wholly owned subsidiary of the buyer. Immediately before the merger became effective, the shares of Denny's common stock held by Gutierrez and all of his restricted stock units and deferred stock units were converted into the right to receive cash.

The cash consideration was based on a per share merger price of $6.25, paid without interest and subject to applicable withholding taxes. Following these transactions, Gutierrez reported no remaining beneficial ownership of Denny's common stock or related deferred stock units.

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

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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^*

GUTIERREZ JOSE M

(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		75,844(1)	D	$6.25(1)	0	D
Common Stock	01/16/2026		M		93,739(1)(2)	A	(1)	93,739	D
Common Stock	01/16/2026		D		93,739(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)			8,888	(4)	(4)	Common Stock	8,888	$0	0	D
Deferred Stock Units	(3)	01/16/2026		M(1)(2)			3,324	(4)	(4)	Common Stock	3,324	$0	0	D
Deferred Stock Units	(3)	01/16/2026		M(1)(2)			12,438	(5)	(5)	Common Stock	12,438	$0	0	D
Deferred Stock Units	(3)	01/16/2026		M(1)(2)			3,278	(4)	(4)	Common Stock	3,278	$0	0	D
Deferred Stock Units	(3)	01/16/2026		M(1)(2)			3,069	(4)	(4)	Common Stock	3,069	$0	0	D
Deferred Stock Units	(3)	01/16/2026		M(1)(2)			2,782	(4)	(4)	Common Stock	2,782	$0	0	D
Deferred Stock Units	(3)	01/16/2026		M(1)(2)			3,110	(4)	(4)	Common Stock	3,110	$0	0	D
Deferred Stock Units	(3)	01/16/2026		M(1)(2)			11,450	(4)	(4)	Common Stock	11,450	$0	0	D
Deferred Stock Units	(3)	01/16/2026		M(1)(2)			3,067	(4)	(4)	Common Stock	3,067	$0	0	D
Deferred Stock Units	(3)	01/16/2026		M(1)(2)			2,821	(4)	(4)	Common Stock	2,821	$0	0	D
Deferred Stock Units	(3)	01/16/2026		M(1)(2)			8,306	(5)	(5)	Common Stock	8,306	$0	0	D
Deferred Stock Units	(3)	01/16/2026		M(1)(2)			6,431	(5)	(5)	Common Stock	6,431	$0	0	D
Deferred Stock Units	(3)	01/16/2026		M(1)(2)			24,775	(6)	(6)	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 Issuers 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 their respective date of grant.

5. 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.

6. 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
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FAQ

What insider transaction did Denny's (DENN) director Jose M. Gutierrez report?

Jose M. Gutierrez reported that his Denny's common stock, restricted stock units, and deferred stock units were converted into cash in connection with the closing of a merger on January 16, 2026.

What was the per share merger consideration for Denny's (DENN) in this Form 4?

The filing states that each share of Denny's common stock held by the reporting person was 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) deferred stock units treated in the merger?

According to the footnotes, each outstanding restricted stock unit, including deferred stock units (DSUs), was cancelled and converted into a right to receive cash equal to the number of underlying shares multiplied by the $6.25 merger consideration.

Does Jose M. Gutierrez still own Denny's (DENN) shares after these transactions?

No. The Form 4 shows that after the merger-related transactions, Jose M. Gutierrez reported zero shares of Denny's common stock and zero deferred stock units beneficially owned.

What corporate event triggered this Denny's (DENN) Form 4 filing?

The filing was triggered by the closing of a merger in which Sparkle Acquisition Corp. merged with and into Denny's Corporation, making Denny's a wholly owned, indirect subsidiary of Sparkle Topco Corp. and converting the reporting person's equity into cash.

What role does Jose M. Gutierrez hold at Denny's (DENN) in this Form 4?

The Form 4 identifies Jose M. Gutierrez as a director of Denny's Corporation, with the form filed for one reporting person on January 16, 2026 as the earliest transaction date.