Form 4: Denny's CTO Converts Equity in $6.25/Share Merger

Denny's Corporation's SVP and Chief Technology Officer, Le Minh, converted all common stock, restricted stock units, and performance-based restricted stock units into cash at $6.25 per share following the company's merger.

Summary

• Le Minh, SVP, Chief Technology Officer of Denny's Corporation (DENN), reported transactions related to the company's merger.
• On January 16, 2026, Denny's Corporation merged with Sparkle Acquisition Corp., a wholly-owned subsidiary of Sparkle Topco Corp., resulting in Denny's becoming a wholly-owned, indirect subsidiary of Buyer.
• Immediately prior to the merger's effective time, 13,228 shares of common stock held by Le Minh were converted into a cash payment of $6.25 per share.
• 9,338 outstanding restricted stock units (RSUs) were cancelled and converted into a cash payment equal to the product of 9,338 shares and the $6.25 merger consideration.
• 17,957 performance-based restricted stock units (PSUs) were cancelled and converted into a cash payment equal to the product of 17,957 shares and the $6.25 merger consideration.
• All transactions were executed at a price of $6.25 per share, without interest and subject to applicable withholding taxes.
• Following these transactions, Le Minh beneficially owns 0 shares of Denny's Corporation common stock, RSUs, and PSUs.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting person as they successfully converted all their equity holdings into cash at a defined merger price. For the company, it represents the successful completion of a strategic acquisition, providing a clear exit for public shareholders.

Positives

• The reporting person received a cash payment for all their equity holdings (common stock, RSUs, and PSUs) at a pre-determined merger consideration of $6.25 per share, providing liquidity.
• The successful completion of the merger indicates a definitive strategic outcome for Denny's Corporation and its shareholders.

Negatives

• The reporting person no longer holds any equity in Denny's Corporation, eliminating potential future upside from the company's performance.
• Public shareholders of Denny's Corporation have been cashed out, and the company is no longer publicly traded.

Risks

• Cash payments for converted securities are subject to applicable withholding taxes.

Future Outlook

Denny's Corporation is now a wholly-owned, indirect subsidiary of Sparkle Topco Corp. and is no longer a publicly traded entity. Therefore, no public future outlook or guidance is provided in this filing.

Industry Context

This transaction represents a significant consolidation event within the restaurant industry, where a publicly traded company like Denny's is acquired and taken private. Such mergers often aim to unlock value, streamline operations, or pursue long-term strategies away from public market pressures.

Comparison to Industry Standards

• The merger consideration of $6.25 per share would typically be evaluated against the company's historical stock price, analyst price targets, and valuations of comparable restaurant chains (e.g., IHOP, Cracker Barrel, First Watch Restaurant Group) at the time of the merger agreement.
• Acquisition premiums in the restaurant sector vary widely based on market conditions, growth prospects, and strategic fit. Without further details on the premium paid over the pre-announcement share price, a direct assessment against industry benchmarks is limited.
• The conversion of executive equity awards (RSUs, PSUs) into cash at the merger consideration is a standard practice in change-of-control transactions, ensuring executives are compensated for their vested and, in some cases, accelerated equity.

Corporate Governance

Stakeholder Impact

• Shareholders: Public shareholders of Denny's Corporation were cashed out at $6.25 per share, concluding their investment in the public entity.
• Employees (including Le Minh): Equity compensation (RSUs, PSUs) was converted to cash, providing a liquidity event for employee equity holders.
• Company: Denny's Corporation transitioned from a public company to a private subsidiary, impacting its operational autonomy and reporting obligations.

Next Steps

• The reporting person has no further actions regarding these specific securities as they have been fully converted to cash.
• Denny's Corporation will proceed with integration into Sparkle Topco Corp. as a wholly-owned subsidiary.

Key Dates

Keywords

Denny's Corporation, DENN, Merger, Acquisition, Restricted Stock Units, Performance Stock Units, Insider Transaction, Form 4, Equity Conversion, Cash Payout