Executive Le Minh’s Denny's (DENN) equity converted to $6.25 cash in merger

Rhea-AI Filing Summary

Denny's Corporation executive Le Minh reported automatic equity conversions tied to the company’s merger with Sparkle Topco Corp. On January 16, 2026, Denny's merged with a subsidiary of Sparkle Topco, and Denny's became an indirect wholly owned subsidiary of the buyer. Immediately before the merger became effective, the common stock held by Le Minh was converted into the right to receive cash at a per share merger consideration of $6.25, subject to withholding taxes.

Outstanding restricted stock units and performance-based restricted stock units were cancelled and converted into cash rights based on the number of underlying Denny's common shares multiplied by the same $6.25 merger consideration. Following these transactions, Le Minh no longer directly owned Denny's common stock, as the equity awards and shares were fully cashed out in connection with the merger.

Insights

Equity compensation and M&A specialist

Executive equity was cashed out at $6.25 per share in a completed merger.

This Form 4 shows that Le Minh, SVP and Chief Technology Officer of Denny's Corporation, had common stock, restricted stock units (RSUs), and performance-based RSUs converted to cash as part of a completed merger with Sparkle Topco Corp.. The filing specifies a per share merger consideration of $6.25 for Denny's common stock.

The RSUs and performance-based RSUs were cancelled immediately prior to the merger’s effective time and converted into cash rights based on the number of underlying shares multiplied by the $6.25 merger price. These are mechanical, merger-driven settlements rather than discretionary open-market trades, and the reporting person’s direct common stock holdings went to zero as a result.

Because the transactions reflect the execution of previously agreed merger terms, they primarily document how existing executive equity was treated at closing rather than signaling a change in sentiment or a new strategic move. Subsequent company filings would typically describe broader post-merger integration and capital structure details.

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^*

Le Minh

(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)
	SVP, Chief Technology 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		13,228(1)	D	$6.25(1)	0	D
Common Stock	01/16/2026		M		9,338(1)(2)	A	$0	9,338	D
Common Stock	01/16/2026		D		9,338(1)(2)	D	$6.25(1)	0	D
Common Stock	01/16/2026		A		17,957(1)(3)	A	$0	17,957	D
Common Stock	01/16/2026		D		17,957(1)(3)	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
Restricted Stock Units	(1)(2)	01/16/2026		M			9,338	(2)	(2)	Common Stock	9,338	$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.

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 this Form 4 filing for DENN show about Le Minh’s Denny's shares?

The filing shows that Le Minh’s Denny's common stock was converted into the right to receive cash at a per share merger consideration of $6.25 in connection with the completed merger, leaving no directly owned common shares afterward.

How were Le Minh’s restricted stock units treated in the Denny's (DENN) merger?

Immediately prior to the merger’s effective time, each outstanding RSU award was cancelled and converted into a right to receive cash equal to the number of underlying Denny's common shares multiplied by the $6.25 merger consideration, subject to withholding taxes.

What happened to Le Minh’s performance-based restricted stock units at Denny's?

Each performance-based restricted stock unit was cancelled immediately before the effective time of the merger and converted into a right to receive cash equal to the underlying Denny's common shares times the $6.25 merger consideration.

Is this Form 4 for DENN an open-market sale by Le Minh?

No. The transactions reflect an automatic conversion and cancellation of Denny's common stock, RSUs, and performance-based RSUs into cash rights at $6.25 per share as specified in the merger agreement, rather than discretionary market trades.

What corporate event triggered the equity conversions reported for Denny's (DENN)?

The conversions were triggered by 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., with equity holders receiving $6.25 per share in cash.

Does Le Minh still directly own Denny's common stock after these transactions?

According to the Form 4, the amount of common stock beneficially owned directly by Le Minh following the reported transactions is 0 shares, as the holdings were cashed out in the merger.