Form 4: Denny's Director Sells Shares in Merger at $6.25

Denny's Corporation Director Jose M Gutierrez sold all common stock and converted deferred stock units into cash following the company's merger at $6.25 per share.

Summary

• Denny's Corporation completed a merger on January 16, 2026, with Sparkle Acquisition Corp., a wholly-owned subsidiary of Sparkle Topco Corp., resulting in Denny's becoming a wholly-owned indirect subsidiary of Sparkle Topco Corp.
• Director Jose M Gutierrez's common stock holdings were converted into a cash payment of $6.25 per share.
• All outstanding restricted stock units (RSUs), including deferred stock units (DSUs), were cancelled and converted into a cash amount equal to the number of underlying shares multiplied by the $6.25 merger consideration.
• A total of 75,844 shares of common stock were disposed of at a price of $6.25 per share.
• An additional 93,739 shares of common stock were acquired and subsequently disposed of at $6.25 per share, likely related to the vesting and immediate conversion of equity awards.
• Various tranches of Deferred Stock Units (DSUs) totaling 8,888, 3,324, 12,438, 3,278, 3,069, 2,782, 3,110, 11,450, 3,067, 2,821, 8,306, 6,431, and 24,775 units were converted to cash at the merger consideration price.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, providing a cash exit for shareholders and equity award holders at a predetermined price. This is a positive outcome for the director in terms of liquidity and certainty, though it marks the end of their public company involvement.

Positives

• Director Jose M Gutierrez received a cash payment for all his common stock and equity awards, providing liquidity.
• The merger consideration of $6.25 per share provided a clear and definitive exit value for shareholders and equity award holders.

Negatives

• Director Jose M Gutierrez no longer holds beneficial ownership in Denny's Corporation.
• Denny's Corporation is no longer a publicly traded entity, removing investment opportunities in its public shares.

Future Outlook

NA

Industry Context

NA

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders received a cash payment of $6.25 per share for their common stock, providing a definitive exit value.
• Equity award holders, including Director Jose M Gutierrez, had their restricted stock units and deferred stock units converted into cash at the merger consideration price.
• The company's public shareholders ceased to exist as Denny's became a private entity.

Key Dates

Keywords

Denny's, DENN, Merger, Acquisition, Form 4, Insider Transaction, Director, Common Stock, Deferred Stock Units, Equity Compensation, Sparkle Topco Corp