Sec Form 4 Filing - Gilmore Jay C @ DENNY'S Corp - 2026-01-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Gilmore Jay C
2. Issuer Name and Ticker or Trading Symbol
DENNY'S Corp [ DENN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, CAO & Corp. Controller
(Last) (First) (Middle)
DENNY'S CORPORATION, 203 EAST MAIN STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/16/2026
(Street)
SPARTANBURG, SC29319
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/16/2026 D 129,984 ( 1 ) D $ 6.25 ( 1 ) 0 D
Common Stock 01/16/2026 M 52,851 ( 1 ) ( 2 ) A $ 0 52,851 D
Common Stock 01/16/2026 D 52,851 ( 1 ) ( 2 ) D $ 6.25 ( 1 ) 0 D
Common Stock 01/16/2026 A 35,620 ( 1 ) ( 3 ) A $ 0 35,620 D
Common Stock 01/16/2026 D 35,620 ( 1 ) ( 3 ) D $ 6.25 ( 1 ) 0 D
Common Stock 01/16/2026 A 30,123 ( 1 ) ( 4 ) A $ 0 30,123 D
Common Stock 01/16/2026 D 30,123 ( 1 ) ( 4 ) D $ 6.25 ( 1 ) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 1 ) ( 2 ) 01/16/2026 M 6,236 ( 2 ) ( 2 ) Common Stock 6,236 $ 0 0 D
Restricted Stock Units ( 1 ) ( 2 ) 01/16/2026 M 13,082 ( 2 ) ( 2 ) Common Stock 13,082 $ 0 0 D
Restricted Stock Units ( 1 ) ( 2 ) 01/16/2026 M 33,533 ( 2 ) ( 2 ) Common Stock 33,533 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gilmore Jay C
DENNY'S CORPORATION
203 EAST MAIN STREET
SPARTANBURG, SC29319
SVP, CAO & Corp. Controller
Signatures
/s/ Gail Sharps Myers, Attorney-in-Fact 01/20/2026
Signature of Reporting Person Date
Explanation of Responses:
( 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 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 )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.
( 4 )These fully vested performance shares and restricted stock units were previously deferred under the Denny's, Inc. Deferred Compensation Plan.

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