Denny’s (NASDAQ: DENN) SVP equity cashed out at $6.25 per share in merger
Rhea-AI Filing Summary
Denny's Corporation insider Jay C. Gilmore, SVP, CAO & Corporate Controller, reported the cash-out of his equity in connection with the company’s merger. On January 16, 2026, Sparkle Acquisition Corp. merged with Denny’s under a Merger Agreement, with Denny’s becoming an indirect subsidiary of Sparkle Topco Corp. Immediately before the merger’s effective time, 129,984 shares of Denny’s common stock held by Gilmore were converted into the right to receive $6.25 per share in cash, subject to taxes.
In addition, all of his outstanding equity awards were settled for cash at the same $6.25 per share merger consideration. Restricted stock units and performance-based restricted stock units covering 6,236, 13,082 and 33,533 shares were cancelled and converted to cash, and related deferred performance shares and restricted stock units under the Denny’s Inc. Deferred Compensation Plan were also paid out. Following these transactions, the Form 4 shows Gilmore with no remaining Denny’s common stock or RSUs beneficially owned.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 6,236 | $0.00 | -- |
| Exercise | Restricted Stock Units | 13,082 | $0.00 | -- |
| Exercise | Restricted Stock Units | 33,533 | $0.00 | -- |
| Disposition | Common Stock | 129,984 | $6.25 | $812K |
| Exercise | Common Stock | 52,851 | $0.00 | -- |
| Disposition | Common Stock | 52,851 | $6.25 | $330K |
| Grant/Award | Common Stock | 35,620 | $0.00 | -- |
| Disposition | Common Stock | 35,620 | $6.25 | $223K |
| Grant/Award | Common Stock | 30,123 | $0.00 | -- |
| Disposition | Common Stock | 30,123 | $6.25 | $188K |
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.
FAQ
What does this Form 4 filing for DENN report?
The Form 4 reports that Jay C. Gilmore, Denny’s SVP, CAO & Corporate Controller, had his Denny’s common stock and equity awards converted into cash in connection with the company’s merger on January 16, 2026.
What merger affected Jay C. Gilmore’s Denny’s holdings?
Under an Agreement and Plan of Merger dated November 3, 2025, Sparkle Acquisition Corp. merged with Denny’s, and Denny’s survived as a wholly owned, indirect subsidiary of Sparkle Topco Corp..
What happened to Jay C. Gilmore’s restricted stock units and PSUs?
All outstanding restricted stock units (RSUs) and performance-based restricted stock units (PSUs) were cancelled and converted into the right to receive cash equal to the number of underlying shares multiplied by the $6.25 merger consideration.
Did the reporting person retain any Denny’s equity after these transactions?
No. After the merger-related settlements and cash-outs, the Form 4 shows the reporting person with 0 shares of Denny’s common stock and 0 RSUs beneficially owned.
What is the role of the Denny’s Deferred Compensation Plan in this filing?
The filing notes that certain fully vested performance shares and restricted stock units had been previously deferred under the Denny’s, Inc. Deferred Compensation Plan and were also converted into cash based on the $6.25 merger consideration.