Form 4: Denny's EVP Converts Equity to Cash in Merger Close

Denny's Corporation's EVP, Chief Legal & Administrative Officer, and Secretary, Gail Sharps Myers, converted all her equity holdings into cash following the company's merger with Sparkle Acquisition Corp. on January 16, 2026.

Summary

• Gail Sharps Myers, EVP, Chief Legal & Administrative Officer, and Secretary of Denny's Corporation, 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., with Denny's surviving as an indirect subsidiary of Buyer.
• Immediately prior to the merger's effective time, 99,582 shares of common stock held by Ms. Myers were converted into a cash payment of $6.25 per share.
• Outstanding Restricted Stock Units (RSUs) representing 54,533 shares were cancelled and converted into cash at the merger consideration of $6.25 per share.
• Performance-based Restricted Stock Units (PSUs) representing 67,530 shares were also cancelled and converted into cash at $6.25 per share.
• Additionally, derivative Restricted Stock Units totaling 12,345 and 42,188 units were converted into cash at the merger consideration.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting person due to the successful conversion of equity into cash at a predetermined value. For the company, the completion of the merger as planned is a neutral to positive event, signifying the successful execution of a corporate strategy, albeit leading to its delisting.

Positives

• The reporting person, Gail Sharps Myers, received a cash payment for all her common stock, Restricted Stock Units (RSUs), and Performance-based Restricted Stock Units (PSUs) at the agreed merger consideration of $6.25 per share.
• The merger of Denny's Corporation with Sparkle Acquisition Corp. was successfully completed as per the Agreement and Plan of Merger dated November 3, 2025.

Negatives

• The company's common stock is no longer publicly traded in its previous form, as it is now a wholly-owned, indirect subsidiary of Sparkle Topco Corp.

Risks

• This filing reports on the completion of a merger, and as such, does not introduce new risks but rather reflects the outcome of a corporate action that would have had associated risks prior to its finalization.

Future Outlook

Denny's Corporation is now a wholly-owned, indirect subsidiary of Sparkle Topco Corp. and is no longer a publicly traded entity. Future financial and strategic updates will likely be internal to the new parent company.

Industry Context

This transaction represents a corporate acquisition within the restaurant industry, where a publicly traded company (Denny's) is taken private by an acquiring entity (Sparkle Topco Corp.). Such moves often reflect strategic shifts by the acquiring firm or a belief that the company's value can be better realized outside of public market scrutiny.

Related Party Transactions

• The merger itself constitutes a transaction where Denny's Corporation became a subsidiary of Sparkle Topco Corp., establishing a new related party relationship.

Stakeholder Impact

• Shareholders of Denny's Corporation received a cash payment of $6.25 per share for their holdings, concluding their investment in the public entity.
• Employees of Denny's Corporation will now be part of a privately held company under the ownership of Sparkle Topco Corp.
• The company's management, including the reporting person, had their equity converted to cash as part of the acquisition.

Next Steps

• Denny's Corporation will operate as a wholly-owned, indirect subsidiary of Sparkle Topco Corp.
• The common stock of Denny's Corporation will no longer be publicly traded.

Key Dates

Keywords

Merger, Denny's Corporation, Sparkle Topco Corp., Insider Transaction, Form 4, Equity Conversion, Restricted Stock Units, Performance Stock Units, Corporate Acquisition