Denny's (DENN) director exits as merger pays $6.25 per share in cash

Rhea-AI Filing Summary

Denny's Corporation director Fajemirokun-Beck Olufunlayo Olurinde reported the cash-out of her equity in connection with the company’s going-private merger. On January 16, 2026, Sparkle Acquisition Corp. merged with Denny’s Corporation 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, the common shares she held were converted into the right to receive $6.25 per share in cash, without interest and subject to withholding taxes. Her restricted stock unit and deferred stock unit awards were cancelled and converted into cash based on the number of underlying shares multiplied by the same $6.25 merger consideration. Following these transactions, she reported zero shares and zero deferred stock units beneficially owned.

Insider Trade Summary

67,204 shares exercised/converted

Mixed 7 txns

Insider Fajemirokun-Beck Olufunlayo Olurinde

Role Director

Type	Security	Shares	Price	Value
Exercise	Deferred Stock Units	6,307	$0.00	--
Exercise	Deferred Stock Units	10,271	$0.00	--
Exercise	Deferred Stock Units	13,464	$0.00	--
Exercise	Deferred Stock Units	37,162	$0.00	--
Disposition	Common Stock	11,145	$6.25	$70K
Exercise	Common Stock	67,204	$0.00	--
Disposition	Common Stock	67,204	$6.25	$420K

Holdings After Transaction: Deferred Stock Units — 0 shares (Direct); Common Stock — 0 shares (Direct)

Footnotes (1)

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. 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. Each DSU represents the equivalent of one share of common stock of the Issuer. These DSUs, which were granted under the Denny's Corporation 2021 Omnibus Incentive Plan, vested on the first anniversary of their respective date of grant. These DSUs, which were granted under the Denny's Corporation Amended and Restated 2021 Omnibus Incentive Plan, vested on January 16, 2026, the closing date of the Merger.

Form 4 Insider Transactions: What Each Field Means →

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^*

Fajemirokun-Beck Olufunlayo Olurinde

(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		11,145(1)	D	$6.25	0	D
Common Stock	01/16/2026		M		67,204(1)	A	(1)	67,204	D
Common Stock	01/16/2026		D		67,204(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)			6,307	(4)	(4)	Common Stock	6,307	$0	0	D
Deferred Stock Units	(3)	01/16/2026		M(1)(2)			10,271	(4)	(4)	Common Stock	10,271	$0	0	D
Deferred Stock Units	(3)	01/16/2026		M(1)(2)			13,464	(4)	(4)	Common Stock	13,464	$0	0	D
Deferred Stock Units	(3)	01/16/2026		M(1)(2)			37,162	(5)	(5)	Common Stock	37,162	$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 2021 Omnibus Incentive Plan, vested on the first anniversary of their respective date of grant.

5. These DSUs, which were granted under the Denny's Corporation Amended and Restated 2021 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
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 insider transaction did Denny's (DENN) report in this Form 4?

The Form 4 reports that director Fajemirokun-Beck Olufunlayo Olurinde had all of her Denny’s equity, including common stock and deferred stock units, converted into cash in connection with the closing of a merger on January 16, 2026.

What cash consideration did Denny's (DENN) shareholders receive in the merger?

According to the disclosure, each share of Denny’s common stock held immediately before the merger’s effective time 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 (DENN) restricted stock units and deferred stock units treated?

The filing states that, under the Merger Agreement, each outstanding RSU and DSU award was cancelled and converted into a right to receive cash equal to the number of underlying common shares multiplied by the $6.25 per share merger consideration.

Does the Denny's (DENN) director still hold any company shares after the merger?

No. Following the reported transactions on January 16, 2026, the director reported 0 shares of common stock and 0 deferred stock units beneficially owned.

Who acquired Denny's Corporation (DENN) in this merger?

The transaction was executed under a Merger Agreement among Denny’s Corporation, Sparkle Topco Corp. (the buyer), and Sparkle Acquisition Corp., with Denny’s surviving as a wholly owned, indirect subsidiary of Sparkle Topco Corp.

Were Denny's (DENN) deferred stock units equal to common shares?

Yes. The footnotes explain that each deferred stock unit (DSU) represented the equivalent of one share of Denny’s common stock and was settled in cash at the $6.25 merger consideration rate.