01/20/2026 | Press release | Distributed by Public on 01/20/2026 16:31
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Deferred Stock Units | (3) | 01/16/2026 | M(1)(2) | 6,431 | (4) | (4) | Common Stock | 6,431 | $ 0 | 0 | D | ||||
| Deferred Stock Units | (3) | 01/16/2026 | M(1)(2) | 5,658 | (4) | (4) | Common Stock | 5,658 | $ 0 | 0 | D | ||||
| Deferred Stock Units | (3) | 01/16/2026 | M(1)(2) | 931 | (4) | (4) | Common Stock | 931 | $ 0 | 0 | D | ||||
| Deferred Stock Units | (3) | 01/16/2026 | M(1)(2) | 2,351 | (4) | (4) | Common Stock | 2,351 | $ 0 | 0 | D | ||||
| Deferred Stock Units | (3) | 01/16/2026 | M(1)(2) | 10,280 | (4) | (4) | Common Stock | 10,280 | $ 0 | 0 | D | ||||
| Deferred Stock Units | (3) | 01/16/2026 | M(1)(2) | 2,034 | (4) | (4) | Common Stock | 2,034 | $ 0 | 0 | D | ||||
| Deferred Stock Units | (3) | 01/16/2026 | M(1)(2) | 1,812 | (4) | (4) | Common Stock | 1,812 | $ 0 | 0 | D | ||||
| Deferred Stock Units | (3) | 01/16/2026 | M(1)(2) | 1,368 | (4) | (4) | Common Stock | 1,368 | $ 0 | 0 | D | ||||
| Deferred Stock Units | (3) | 01/16/2026 | M(1)(2) | 1,026 | (4) | (4) | Common Stock | 1,026 | $ 0 | 0 | D | ||||
| Deferred Stock Units | (3) | 01/16/2026 | M(1)(2) | 6,307 | (4) | (4) | Common Stock | 6,307 | $ 0 | 0 | D | ||||
| Deferred Stock Units | (3) | 01/16/2026 | M(1)(2) | 1,308 | (4) | (4) | Common Stock | 1,308 | $ 0 | 0 | D | ||||
| Deferred Stock Units | (3) | 01/16/2026 | M(1)(2) | 1,239 | (4) | (4) | Common Stock | 1,239 | $ 0 | 0 | D | ||||
| Deferred Stock Units | (3) | 01/16/2026 | M(1)(2) | 11,145 | (4) | (4) | Common Stock | 11,145 | $ 0 | 0 | D | ||||
| Deferred Stock Units | (3) | 01/16/2026 | M(1)(2) | 10,271 | (4) | (4) | Common Stock | 10,271 | $ 0 | 0 | D | ||||
| Deferred Stock Units | (3) | 01/16/2026 | M(1)(2) | 13,464 | (4) | (4) | Common Stock | 13,464 | $ 0 | 0 | D | ||||
| Deferred Stock Units | (3) | 01/16/2026 | M(1)(2) | 24,775 | (5) | (5) | Common Stock | 24,775 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Aulestia Bernadette S. DENNY'S CORPORATION 203 EAST MAIN STREET SPARTANBURG, SC 29319 |
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| /s/ Gail Sharps Myers, Attorney-in-Fact | 01/20/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On January 16, 2026, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 3, 2025, by and among Denny's Corporation (the "Issuer"), a Delaware corporation, Sparkle Topco Corp., a Delaware corporation (the "Buyer") and Sparkle Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Buyer ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned, indirect subsidiary of Buyer. Immediately prior to the effective time of the Merger (the "Effective Time"), shares of the Issuer's common stock held by the Reporting Person were converted into the right to receive a cash payment equal to the per share merger consideration of $6.25 (the "Merger Consideration"), without interest and subject to applicable withholding taxes. |
| (2) | Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted stock unit ("RSUs") award, including deferred stock units ("DSUs"), was cancelled and terminated and converted into a right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product obtained by multiplying (x) the aggregate number of shares of the Issuer's common stock underlying such RSU award by (y) the Merger Consideration. |
| (3) | Each DSU represents the equivalent of one share of common stock of the Issuer. |
| (4) | These DSUs, which were granted under the Denny's Corporation's respective Omnibus Incentive Plan, vested on the first anniversary of their respective date of grant. |
| (5) | These DSUs, which were granted under the Denny's Corporation's respective Omnibus Incentive Plan, vested on January 16, 2026, the closing date of the Merger. |