4//SEC Filing
Verostek Robert P. 4
Accession 0001628280-26-002708
CIK 0000852772other
Filed
Jan 19, 7:00 PM ET
Accepted
Jan 20, 5:32 PM ET
Size
23.4 KB
Accession
0001628280-26-002708
Insider Transaction Report
Form 4Exit
DENNY'S CorpDENN
Verostek Robert P.
EVP, Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-01-16$6.25/sh−71,148$444,675→ 0 total - Exercise/Conversion
Common Stock
[F1][F2]2026-01-16+104,087→ 104,087 total - Disposition to Issuer
Common Stock
[F1][F2]2026-01-16$6.25/sh−104,087$650,544→ 0 total - Award
Common Stock
[F1][F3]2026-01-16+70,567→ 70,567 total - Disposition to Issuer
Common Stock
[F1][F3]2026-01-16$6.25/sh−70,567$441,044→ 0 total - Award
Common Stock
[F1][F4]2026-01-16+39,409→ 39,409 total - Disposition to Issuer
Common Stock
[F1][F4]2026-01-16$6.25/sh−39,409$246,306→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-01-16$6.25/sh−24,000$150,000→ 0 total(indirect: By Spouse) - Exercise/Conversion
Restricted Stock Units
[F1][F2]2026-01-16−12,512→ 0 total→ Common Stock (12,512 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F2]2026-01-16−25,700→ 0 total→ Common Stock (25,700 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F2]2026-01-16−65,875→ 0 total→ Common Stock (65,875 underlying)
Footnotes (4)
- [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.
- [F4]These fully vested performance shares and restricted stock units were previously deferred under the Denny's, Inc. Deferred Compensation Plan.
Signature
/s/ Gail Sharps Myers, Attorney-in-Fact|2026-01-20
Documents
Issuer
DENNY'S Corp
CIK 0000852772
Entity typeother
Related Parties
1- filerCIK 0001687342
Filing Metadata
- Form type
- 4
- Filed
- Jan 19, 7:00 PM ET
- Accepted
- Jan 20, 5:32 PM ET
- Size
- 23.4 KB