Denny's (DENN) executive equity cashed out at $6.25 in Sparkle merger
Rhea-AI Filing Summary
Denny's Corporation filed a Form 4 for officer David Peter Schmidt, President of Keke's. On January 16, 2026, Sparkle Acquisition Corp. merged with Denny's under a Merger Agreement with Sparkle Topco Corp., leaving Denny's as an indirect, wholly owned subsidiary of the buyer.
Immediately before the merger's effective time, 100,912 shares of common stock held by the reporting person were converted into the right to receive $6.25 in cash per share, without interest and subject to withholding taxes. In addition, outstanding restricted stock units and performance-based restricted stock units covering 14,344 and 49,023 underlying shares were cancelled and converted into cash rights based on the same $6.25 merger consideration. Following these transactions, the Form 4 shows the reporting person with no remaining Denny's equity.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 14,344 | $0.00 | -- |
| Exercise | Restricted Stock Units | 49,023 | $0.00 | -- |
| Disposition | Common Stock | 100,912 | $6.25 | $631K |
| Exercise | Common Stock | 63,367 | $0.00 | -- |
| Disposition | Common Stock | 63,367 | $6.25 | $396K |
| Grant/Award | Common Stock | 48,659 | $0.00 | -- |
| Disposition | Common Stock | 48,659 | $6.25 | $304K |
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 activity did Denny's (DENN) report for David Peter Schmidt?
The Form 4 reports that David Peter Schmidt, President of Keke's, had his 100,912 common shares of Denny's converted into the right to receive $6.25 per share in cash in connection with a merger, and his equity awards were similarly settled for cash.
What merger triggered the insider transactions disclosed by Denny's (DENN)?
The activity arose from a Merger Agreement dated November 3, 2025, under which Sparkle Acquisition Corp. merged with Denny's, and Denny's survived as a wholly owned, indirect subsidiary of Sparkle Topco Corp..
How were Denny's restricted stock units (RSUs) treated in the merger?
Each outstanding RSU award was cancelled and converted into a right to receive a cash amount equal to the product of the number of underlying shares and the $6.25 merger consideration, without interest and subject to withholding taxes.
How were Denny's performance-based restricted stock units (PSUs) handled?
Each reported PSU was cancelled and terminated and converted into a right to receive cash equal to the number of underlying shares multiplied by the $6.25 merger consideration, without interest and subject to applicable withholding taxes.
Does David Peter Schmidt still own Denny's (DENN) equity after these transactions?
No. The Form 4 indicates that after the conversion and cancellation of his common stock, RSUs, and PSUs for cash rights, the reporting person held zero Denny's shares or derivative securities.