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.

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^*

Schmidt David Peter

(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)
	President, Keke's

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		100,912(1)	D	$6.25(1)	0	D
Common Stock	01/16/2026		M		63,367(1)(2)	A	$0	63,367	D
Common Stock	01/16/2026		D		63,367(1)(2)	D	$6.25(1)	0	D
Common Stock	01/16/2026		A		48,659(1)(3)	A	$0	48,659	D
Common Stock	01/16/2026		D		48,659(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			14,344	(2)	(2)	Common Stock	14,344	$0	0	D
Restricted Stock Units	(1)(2)	01/16/2026		M			49,023	(2)	(2)	Common Stock	49,023	$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.
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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..

At what price were Denny's common shares converted in this Form 4?

Immediately before the merger's effective time, each share of Denny's common stock held by the reporting person was converted into the right to receive $6.25 in cash per share, without interest and subject to applicable withholding taxes.

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.