Form 4: Denny's Executive Converts Shares to Cash Post-Merger

Denny's Corp. SVP, CAO & Corporate Controller Jay C. Gilmore converted all common stock and equity awards into cash following the company's merger at $6.25 per share.

Summary

• Reporting Person Jay C. Gilmore, SVP, CAO & Corp. Controller of Denny's Corp [DENN], reported transactions on January 16, 2026.
• These transactions occurred pursuant to the Merger Agreement dated November 3, 2025, where Sparkle Acquisition Corp. merged with Denny's Corporation.
• Immediately prior to the merger's effective time, all shares of Denny's common stock held by Gilmore were converted into a cash payment of $6.25 per share.
• Outstanding Restricted Stock Units (RSUs) and Performance-Based Restricted Stock Units (PSUs) were also cancelled and converted into cash at the merger consideration of $6.25 per share.
• Gilmore disposed of a total of 129,984 shares of common stock at $6.25 per share.
• He also converted 52,851 RSUs, 35,620 PSUs, and 30,123 deferred performance shares/RSUs into common stock (at $0 cost) and then immediately disposed of them for $6.25 per share.
• Following these transactions, Gilmore beneficially owns 0 shares of common stock and 0 derivative securities.

Sentiment

Score: 5

Explanation: Neutral. This is a factual report of a completed transaction (merger) and the subsequent conversion of equity holdings into cash for an insider. It does not convey positive or negative sentiment about the company's ongoing performance, but rather the finalization of a corporate event.

Positives

• The reporting person received a cash payment for all his equity holdings at the merger consideration of $6.25 per share, providing liquidity.

Negatives

• The reporting person no longer holds any equity in Denny's Corporation following the merger, indicating a complete divestment.

Future Outlook

This filing is a post-merger transaction report and does not contain any forward-looking statements or guidance regarding Denny's Corporation's future operations, as it has become a wholly-owned subsidiary.

Industry Context

This filing reflects the finalization of a corporate acquisition in the restaurant industry, where Denny's Corporation transitioned from a publicly traded entity to a privately held subsidiary. Such transactions typically lead to delisting of the acquired company's stock and a shift in operational focus under new ownership, common in mature sectors seeking consolidation or strategic realignment.

Comparison to Industry Standards

• The merger consideration of $6.25 per share for Denny's Corporation is a specific transaction price. Without details on the valuation multiples (e.g., EV/EBITDA, P/E) used in the merger agreement or comparable transactions for similar restaurant chains (e.g., IHOP, Cracker Barrel, First Watch Restaurant Group) at the time of the merger agreement (November 3, 2025), a direct assessment against industry standards is not possible from this Form 4. The filing only reports the outcome of the agreed-upon price.

Stakeholder Impact

• Shareholders (specifically the reporting person) received cash for their equity holdings, concluding their investment in the public entity.
• Employees (including the reporting person) holding equity awards had them converted to cash, providing liquidity for their vested interests.

Key Dates

Keywords

Denny's, DENN, Merger, Form 4, Insider Trading, Equity Conversion, Restricted Stock Units, Performance Stock Units, Jay C. Gilmore