Denny’s Corporation to be Acquired by TriArtisan Capital Advisors, Treville Capital Group and Yadav Enterprises in $620 Million Transaction (Form 8-K)

Denny's Corporation to be Acquired by TriArtisan Capital Advisors, Treville Capital Group and Yadav

Enterprises in $620 Million Transaction

Denny's Stockholders to Receive $6.25 Per Share in Cash, Delivering Significant, Near-Term and Certain Cash Value

Purchase Price Represents Premium of 52.1% to Closing Price on Monday, November 3 and 36.8% Premium to 90-Day VWAP

SPARTANBURG, S.C. and NEW YORK - November 3, 2025 - Denny's Corporation (the "Company" or "Denny's") (NASDAQ: DENN), owner and operator of Denny's Inc. and Keke's Inc., today announced that it has entered into a definitive agreement to be acquired by a group consisting of TriArtisan Capital Advisors LLC ("TriArtisan"), an established New York-based private equity investment firm and experienced investor in global restaurant and hospitality assets, Treville Capital Group ("Treville"), a leading investment firm focused on alternative assets, and Yadav Enterprises, Inc. ("Yadav Enterprises"), owner-operator of approximately 550 restaurants nationwide and one of the largest Denny's franchisees, in an all-cash transaction with an enterprise value of approximately $620 million.

Under the terms of the agreement, which was unanimously approved by the Denny's Board of Directors, Denny's stockholders will receive $6.25 per share in cash for each share of Denny's common stock they own. The purchase price represents a 52.1% premium to Denny's' closing stock price on Monday, November 3, 2025, the last full trading day prior to the transaction announcement, and a 36.8% premium to the Company's 90-day volume-weighted average share price for the period ended November 3, 2025.

TriArtisan brings deep experience investing in full-service, global dining and entertainment concepts, such as P.F. Chang's, providing resources to invest in their brands, support franchisees and help them grow their businesses. Treville is an alternative asset manager that leverages its platform and deep sector expertise to provide customized solutions for companies. Yadav Enterprises, led by Anil Yadav, brings significant experience and a 30-plus-year record of success across a variety of restaurant concepts, including as a Denny's franchisee. Upon completion of the transaction, Denny's will become a privately held company.

"We are pleased to enter this transaction, which delivers significant, near-term and certain cash value to our stockholders," said Kelli Valade, Chief Executive Officer of Denny's Corporation. "After receiving indications of interest from TriArtisan, the Board conducted a thorough review of strategic alternatives to maximize value with the assistance of external advisors. As part of the review, the Company reached out to more than 40 potential buyers and ultimately received multiple offers. The Board evaluated any potential transaction against Denny's standalone plan and all external strategic alternatives. After careful consideration of all options and in consultation with external financial and legal advisors, the Board is confident the transaction maximizes value and has determined it is fair to and in the best interests of stockholders and represents the best path forward for the Company."

"Denny's has a strong foundation as America's Diner, and I am proud of the important progress we have made across our Denny's and Keke's platforms while navigating a dynamic consumer environment," Valade continued. "This transaction delivers meaningful value to our stockholders and is a testament to the incredible work of our teams and franchisees, who have helped us innovate and meet our guests where they are. TriArtisan and Yadav Enterprises are experienced stewards of leading restaurant brands, and we are excited to work with them as we continue delighting our guests."

"Denny's is an iconic piece of the American dream, with a renowned brand, a strong franchise base and loyal customers," said Rohit Manocha, Co-Founder and Managing Director at TriArtisan. "Our team has significant investment experience in the restaurant industry and our acquisition of Denny's builds on our success with other full-service restaurant concepts. We look forward to working with Kelli and the rest of the Denny's team and franchisees to provide resources and support the Company's long-term strategic growth plans."

Transaction Details

The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions, including approval by the Company's stockholders and satisfaction of regulatory approvals.

Upon completion of the transaction, Denny's common stock will no longer be listed on the Nasdaq.

Advisors

Truist Securities is serving as financial advisor to Denny's Corporation, and Morgan, Lewis & Bockius LLP, Sidley Austin LLP and Caiola & Rose, LLC are serving as its legal advisors. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to Denny's Corporation.

Global Leisure Partners LLP is serving as financial advisor to TriArtisan, and Ropes & Gray LLP is serving as its legal counsel.

Choate, Hall & Stewart LLP is serving as Treville's legal counsel.

About Denny's Corporation

Denny's Corporation is one of America's largest full-service restaurant brands based on number of restaurants. As of June 25, 2025, the Company consisted of 1,558 restaurants, 1,474 of which were franchised and licensed restaurants and 84 of which were company operated.

The Company consists of the Denny's brand and the Keke's brand. As of June 25, 2025, the Denny's brand consisted of 1,484 global restaurants, 1,422 of which were franchised and licensed restaurants and 62 of which were company operated. As of June 25, 2025, the Keke's brand consisted of 74 restaurants, 52 of which were franchised restaurants and 22 of which were company operated.