Denny's (DENN) director exits stake as $6.25-per-share merger closes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Denny's Corporation director Jose M. Gutierrez reported the cash-out of his equity in connection with the company’s merger. On January 16, 2026, Denny's was acquired through a merger with Sparkle Topco Corp., with Denny's becoming an indirect wholly owned subsidiary of the buyer. Immediately before the merger became effective, the shares of Denny's common stock held by Gutierrez and all of his restricted stock units and deferred stock units were converted into the right to receive cash.
The cash consideration was based on a per share merger price of $6.25, paid without interest and subject to applicable withholding taxes. Following these transactions, Gutierrez reported no remaining beneficial ownership of Denny's common stock or related deferred stock units.
Positive
- None.
Negative
- None.
Insider Trade Summary
93,739 shares exercised/converted
Mixed
16 txns
Insider
GUTIERREZ JOSE M
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Deferred Stock Units | 8,888 | $0.00 | -- |
| Exercise | Deferred Stock Units | 3,324 | $0.00 | -- |
| Exercise | Deferred Stock Units | 12,438 | $0.00 | -- |
| Exercise | Deferred Stock Units | 3,278 | $0.00 | -- |
| Exercise | Deferred Stock Units | 3,069 | $0.00 | -- |
| Exercise | Deferred Stock Units | 2,782 | $0.00 | -- |
| Exercise | Deferred Stock Units | 3,110 | $0.00 | -- |
| Exercise | Deferred Stock Units | 11,450 | $0.00 | -- |
| Exercise | Deferred Stock Units | 3,067 | $0.00 | -- |
| Exercise | Deferred Stock Units | 2,821 | $0.00 | -- |
| Exercise | Deferred Stock Units | 8,306 | $0.00 | -- |
| Exercise | Deferred Stock Units | 6,431 | $0.00 | -- |
| Exercise | Deferred Stock Units | 24,775 | $0.00 | -- |
| Disposition | Common Stock | 75,844 | $6.25 | $474K |
| Exercise | Common Stock | 93,739 | $0.00 | -- |
| Disposition | Common Stock | 93,739 | $6.25 | $586K |
Holdings After Transaction:
Deferred Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (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 Issuers 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. 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. Each DSU represents the equivalent of one share of common stock of the Issuer. These DSUs, which were granted under the Denny's Corporation's respective Omnibus Incentive Plan, vested on their respective date of grant. 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. 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.
FAQ
What insider transaction did Denny's (DENN) director Jose M. Gutierrez report?
Jose M. Gutierrez reported that his Denny's common stock, restricted stock units, and deferred stock units were converted into cash in connection with the closing of a merger on January 16, 2026.
How were Denny's (DENN) deferred stock units treated in the merger?
According to the footnotes, each outstanding restricted stock unit, including deferred stock units (DSUs), was cancelled and converted into a right to receive cash equal to the number of underlying shares multiplied by the $6.25 merger consideration.
What corporate event triggered this Denny's (DENN) Form 4 filing?
The filing was triggered by the closing of a merger in which Sparkle Acquisition Corp. merged with and into Denny's Corporation, making Denny's a wholly owned, indirect subsidiary of Sparkle Topco Corp. and converting the reporting person's equity into cash.
What role does Jose M. Gutierrez hold at Denny's (DENN) in this Form 4?
The Form 4 identifies Jose M. Gutierrez as a director of Denny's Corporation, with the form filed for one reporting person on January 16, 2026 as the earliest transaction date.