4//SEC Filing
Schmidt David Peter 4
Accession 0001628280-26-002706
CIK 0000852772other
Filed
Jan 19, 7:00 PM ET
Accepted
Jan 20, 5:32 PM ET
Size
16.7 KB
Accession
0001628280-26-002706
Insider Transaction Report
Form 4Exit
DENNY'S CorpDENN
Schmidt David Peter
President, Keke's
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-01-16$6.25/sh−100,912$630,700→ 0 total - Exercise/Conversion
Common Stock
[F1][F2]2026-01-16+63,367→ 63,367 total - Disposition to Issuer
Common Stock
[F1][F2]2026-01-16$6.25/sh−63,367$396,044→ 0 total - Award
Common Stock
[F1][F3]2026-01-16+48,659→ 48,659 total - Disposition to Issuer
Common Stock
[F1][F3]2026-01-16$6.25/sh−48,659$304,119→ 0 total - Exercise/Conversion
Restricted Stock Units
[F1][F2]2026-01-16−14,344→ 0 total→ Common Stock (14,344 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F2]2026-01-16−49,023→ 0 total→ Common Stock (49,023 underlying)
Footnotes (3)
- [F1]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.
- [F2]Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted stock unit ("RSUs") award 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.
- [F3]Pursuant to the Merger Agreement, immediately prior to the Effective Time, each of these performance-based restricted stock units ("PSUs") 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 PSU award by (y) the Merger Consideration.
Signature
/s/ Gail Sharps Myers, Attorney-in-Fact|2026-01-20
Documents
Issuer
DENNY'S Corp
CIK 0000852772
Entity typeother
Related Parties
1- filerCIK 0001681127
Filing Metadata
- Form type
- 4
- Filed
- Jan 19, 7:00 PM ET
- Accepted
- Jan 20, 5:32 PM ET
- Size
- 16.7 KB