8-K filed January 16, 2026, 6:59 PM ET CIK 0000852772

M&A confidence high sentiment neutral materiality 1.00

Denny's completes acquisition by TriArtisan, Treville and Yadav; stockholders receive $6.25/share

DENNY'S Corp

Merger closed Jan 16, 2026; stockholders receive $6.25 per share in cash.
Denny's common stock to cease trading on Nasdaq effective Jan 16, 2026.
Contemporaneous sale-leaseback of real property for approx. $145.5 million.
New credit agreement provides $300M term loan and $35M revolving credit facility.
Board of directors replaced: prior directors resigned; Rohit Manocha and Anil Yadav appointed.

item 1.01 item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 8.01 item 9.01

Machine-readable event card

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ticker: null
cik: 0000852772
company_name: DENNY'S Corp
filed_at: 2026-01-16T23:59:59+00:00
discovered_at: 2026-05-14T18:02:37.827120+00:00
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Source-grounded claims

95f35da4f1d374cee63dd237a65ead7b46c1041f

DENNY'S Corp: The certificate of incorporation and bylaws were amended and restated in their entirety in connection with the merger.

Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

a287287f32d5bddd9a21d4c4e7203b64ce8ae302

DENNY'S Corp underwent a change of control involving Sparkle Topco Corp. for $6.25 in cash (closed 2026-01-16).

prior to the Effective Time (subject to certain specified exclusions) was cancelled, retired and ceased to exist and was automatically converted into the right to receive $6.25 in cash, without interest (the “Merger Consideration”), subject to any withholding of taxes required by applicable legal requirements. The foregoing description of the Merger

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

c9071e1d009049b4e5b1e0950f551e5ef71a4573

DENNY'S Corp terminated Fourth Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, Truist Bank, Bank Of the West, Regions Bank, Cadence Bank, N.A., and Fifth Third Bank, National Association valued at Company Credit Agreement terminated; obligations paid in full (effective 2026-01-16).

In connection with the consummation of the Merger, on the Closing Date, the Company terminated all outstanding commitments, including commitments to issue letters of credit, under the Fourth Amended and Restated Credit Agreement, dated as of August 26, 2021, by and among Denny’s, Inc., Denny’s Corporation, DFO, LLC, Denny’s Realty, LLC, Keke’s, Inc., Keke’s Franchise Organization, LLC, Wells Fargo Bank, National Association, Truist Bank, Bank Of the West, Regions Bank, Cadence Bank, N.A., and Fifth Third Bank, National Association, as amended in its entirety pursuant to that First Amendment to Fourth Amended and Restated Credit Agreement, dated as of March 31, 2023 (as amended, the “Company Credit Agreement”).

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

e9a6b5c14d44b5ee1fffc2e05c2928097e1e6bfb

DENNY'S Corp entered into Credit Agreement with debt financing sources party thereto valued at $300,000,000 term loan facility and $35,000,000 revolving credit facility (effective 2026-01-16).

Contemporaneously with the consummation of the Merger, Sparkle Holdco 2 Corp., a Delaware corporation and wholly owned subsidiary of Parent, as the borrower, Sparkle Holdco 1 Corp., a Delaware corporation and wholly owned subsidiary of Parent, as holdings, and certain of Parent’s and the Company’s subsidiaries, as guarantors, entered into that certain Credit Agreement with certain debt financing sources party thereto (the “Credit Agreement”), which provides for (i) a senior secured term loan facility consisting of initial term loan commitments in an aggregate principal amount equal to $300,000,000 and (ii) a senior secured revolving credit facility consisting of revolving commitments in an aggregate principal amount equal to $35,000,000.

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

f26845bbcff8e58ea249a9c15816afcedda7abbf

DENNY'S Corp entered into Master Lease Agreement with sale/leaseback purchaser valued at $145.5 million sale-leaseback consideration (effective 2026-01-16).

Contemporaneously with the consummation of the Merger, the Company and certain of its subsidiaries engaged in a sale-leaseback transaction, in which the Company and such subsidiaries conveyed real property assets to the sale/leaseback purchaser, for an aggregate purchase price of approximately $ 145.5 million and thereafter leased back from the sale/leaseback purchaser certain of those properties pursuant to a Master Lease Agreement, dated as of January 16, 2026, entered into by and between Denny’s, Inc., a Florida corporation and wholly owned subsidiary of the Company, and the sale/leaseback purchaser.

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

Comparable filings

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction, material_agreement same SEC item: 1.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety.

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

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NVRI

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ENVIRI Corp June 1, 2026, 5:15 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 9.01 same event type: m_and_a similar materiality

This filing

prior to the Effective Time (subject to certain specified exclusions) was cancelled, retired and ceased to exist and was automatically converted into the right to receive $6.25 in cash, without interest (the “Merger Consideration”), subject to any withholding of taxes required by applicable legal requirements. The foregoing description of the Merger

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On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

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CTLP

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CANTALOUPE, INC. May 8, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

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prior to the Effective Time (subject to certain specified exclusions) was cancelled, retired and ceased to exist and was automatically converted into the right to receive $6.25 in cash, without interest (the “Merger Consideration”), subject to any withholding of taxes required by applicable legal requirements. The foregoing description of the Merger

Comparable filing

Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was

Filing page SEC filing

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Coterra Energy completes merger with Devon; shares converted at 0.70x ratio

Coterra Energy Inc. May 7, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

prior to the Effective Time (subject to certain specified exclusions) was cancelled, retired and ceased to exist and was automatically converted into the right to receive $6.25 in cash, without interest (the “Merger Consideration”), subject to any withholding of taxes required by applicable legal requirements. The foregoing description of the Merger

Comparable filing

ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

prior to the Effective Time (subject to certain specified exclusions) was cancelled, retired and ceased to exist and was automatically converted into the right to receive $6.25 in cash, without interest (the “Merger Consideration”), subject to any withholding of taxes required by applicable legal requirements. The foregoing description of the Merger

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

EEX

Apollo Funds acquire Emerald (EEX) for $5.03/sh (42% premium); combine with Questex

Emerald Holding, Inc. May 11, 2026, 7:59 PM ET m_and_a Items 1.01, 5.07, 8.01, 9.01

same fact type: material_agreement same SEC item: 1.01, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

In connection with the consummation of the Merger, on the Closing Date, the Company terminated all outstanding commitments, including commitments to issue letters of credit, under the Fourth Amended and Restated Credit Agreement, dated as of August 26, 2021, by and among Denny’s, Inc., Denny’s Corporation, DFO, LLC, Denny’s Realty, LLC, Keke’s, Inc., Keke’s Franchise Organization, LLC, Wells Fargo Bank, National Association, Truist Bank, Bank Of the West, Regions Bank, Cadence Bank, N.A., and Fifth Third Bank, National Association, as amended in its entirety pursuant to that First Amendment to Fourth Amended and Restated Credit Agreement, dated as of March 31, 2023 (as amended, the “Company Credit Agreement”).

Comparable filing

On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).

Filing page SEC filing

TWO

Two Harbors raises all-cash merger consideration to $12.00/share in amended CrossCountry deal

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same fact type: material_agreement same SEC item: 1.01, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

In connection with the consummation of the Merger, on the Closing Date, the Company terminated all outstanding commitments, including commitments to issue letters of credit, under the Fourth Amended and Restated Credit Agreement, dated as of August 26, 2021, by and among Denny’s, Inc., Denny’s Corporation, DFO, LLC, Denny’s Realty, LLC, Keke’s, Inc., Keke’s Franchise Organization, LLC, Wells Fargo Bank, National Association, Truist Bank, Bank Of the West, Regions Bank, Cadence Bank, N.A., and Fifth Third Bank, National Association, as amended in its entirety pursuant to that First Amendment to Fourth Amended and Restated Credit Agreement, dated as of March 31, 2023 (as amended, the “Company Credit Agreement”).

Comparable filing

On May 7, 2026, Two Harbors Investment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026 (the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).

Filing page SEC filing

EWCZ

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European Wax Center, Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.02, 5.03, 5.01, 8.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 same event type: m_and_a

This filing

prior to the Effective Time (subject to certain specified exclusions) was cancelled, retired and ceased to exist and was automatically converted into the right to receive $6.25 in cash, without interest (the “Merger Consideration”), subject to any withholding of taxes required by applicable legal requirements. The foregoing description of the Merger

Comparable filing

excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share

Filing page SEC filing

Source: SEC EDGAR

accession 0001193125-26-015085

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