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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 24, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission File Number 0-18051
DENNY’S CORPORATION
(Exact name of registrant as specified in its charter)

Delaware |  | 13-3487402
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
203 East Main Street |  |
Spartanburg, | South Carolina |  | 29319-0001
(Address of principal executive offices) |  | (Zip Code)

(864) 597-8000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
$.01 Par Value, Common Stock |  | DENN |  | The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer | ☐ | Accelerated Filer | ý | Non-Accelerated Filer | ☐ | Smaller Reporting Company | ☐ | Emerging Growth Company | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ý
As of October 28, 2025, 51,498,994 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.

TABLE OF CONTENTS

| Page
PART I - FINANCIAL INFORMATION |
Item 1. Financial Statements (Unaudited) |
Consolidated Balance Sheets | 3
Consolidated Statements of Income | 4
Consolidated Statements of Comprehensive Income (Loss) | 5
Consolidated Statements of Shareholders' Deficit | 6
Consolidated Statements of Cash Flows | 8
Notes to Consolidated Financial Statements | 9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 24
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 34
Item 4. Controls and Procedures | 34
PART II - OTHER INFORMATION |
Item 1. Legal Proceedings | 34
Item 1A. Risk Factors | 35
Item 5. Other Information | 35
Item 6. Exhibits | 36
Signatures | 37

2

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Denny’s Corporation and Subsidiaries
Consolidated Balance Sheets
(Unaudited)

| September 24, 2025 |  | December 25, 2024
| (In thousands, except per share amounts)
Assets |  |  |
Current assets: |  |  |
Cash and cash equivalents | $ | 2,224 |  |  | $ | 1,698 |
Investments | — |  |  | 1,106 |
Receivables, net | 16,137 |  |  | 24,433 |
Inventories | 2,122 |  |  | 1,747 |
Assets held for sale | 891 |  |  | 381 |
Prepaid and other current assets | 12,226 |  |  | 10,628 |
Total current assets | 33,600 |  |  | 39,993 |
Property, net of accumulated depreciation of $164,955 and $159,588, respectively | 123,827 |  |  | 111,417 |
Finance lease right-of-use assets, net of accumulated amortization of $7,076 and $6,783, respectively | 5,397 |  |  | 6,200 |
Operating lease right-of-use assets, net | 135,464 |  |  | 124,738 |
Goodwill | 68,532 |  |  | 66,357 |
Intangible assets, net | 89,271 |  |  | 91,739 |
Deferred financing costs, net | 589 |  |  | 1,066 |
Other noncurrent assets | 46,238 |  |  | 54,764 |
Total assets | $ | 502,918 |  |  | $ | 496,274 |
Liabilities |  |  |
Current liabilities: |  |  |
Current finance lease liabilities | $ | 1,347 |  |  | $ | 1,284 |
Current operating lease liabilities | 15,215 |  |  | 15,487 |
Accounts payable | 23,833 |  |  | 19,985 |
Other current liabilities | 54,651 |  |  | 58,842 |
Total current liabilities | 95,046 |  |  | 95,598 |
Long-term liabilities: |  |  |
Long-term debt | 259,500 |  |  | 261,300 |
Noncurrent finance lease liabilities | 8,376 |  |  | 9,284 |
Noncurrent operating lease liabilities | 132,007 |  |  | 120,841 |
Liability for insurance claims, less current portion | 5,904 |  |  | 5,866 |
Deferred income taxes, net | 8,731 |  |  | 9,964 |
Other noncurrent liabilities | 26,048 |  |  | 27,446 |
Total long-term liabilities | 440,566 |  |  | 434,701 |
Total liabilities | 535,612 |  |  | 530,299 |
Shareholders' deficit |  |  |
Common stock $0.01 par value; 135,000 shares authorized; September 24, 2025: 51,897 shares issued and 51,499 outstanding; December 25, 2024: 51,329 shares issued and outstanding | $ | 519 |  |  | $ | 513 |
Paid-in capital | 6,882 |  |  | — |
Retained earnings (deficit) | 929 |  |  | (2,499) |
Accumulated other comprehensive loss, net | (39,429) |  |  | (32,039) |
Treasury stock, at cost, 398 and 0 shares, respectively | (1,595) |  |  | — |
Total shareholders' deficit | (32,694) |  |  | (34,025) |
Total liabilities and shareholders' deficit | $ | 502,918 |  |  | $ | 496,274 |

See accompanying notes
3

Denny’s Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited)

| Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
| (In thousands, except per share amounts)
Revenue: |  |  |  |  |  |  |
Company restaurant sales | $ | 57,375 |  |  | $ | 52,701 |  |  | $ | 169,670 |  |  | $ | 159,391 |
Franchise and license revenue | 55,869 |  |  | 59,058 |  |  | 172,868 |  |  | 178,269 |
Total operating revenue | 113,244 |  |  | 111,759 |  |  | 342,538 |  |  | 337,660 |
Costs of company restaurant sales, excluding depreciation and amortization: |  |  |  |  |  |  |
Product costs | 14,623 |  |  | 13,611 |  |  | 43,920 |  |  | 40,554 |
Payroll and benefits | 21,698 |  |  | 19,838 |  |  | 64,663 |  |  | 60,805 |
Occupancy | 5,482 |  |  | 4,443 |  |  | 15,722 |  |  | 13,687 |
Other operating expenses | 8,367 |  |  | 8,928 |  |  | 28,235 |  |  | 27,470 |
Total costs of company restaurant sales, excluding depreciation and amortization | 50,170 |  |  | 46,820 |  |  | 152,540 |  |  | 142,516 |
Costs of franchise and license revenue, excluding depreciation and amortization | 26,808 |  |  | 28,999 |  |  | 84,379 |  |  | 89,801 |
General and administrative expenses | 22,567 |  |  | 19,831 |  |  | 64,042 |  |  | 61,539 |
Depreciation and amortization | 4,434 |  |  | 3,622 |  |  | 12,919 |  |  | 10,938 |
Goodwill impairment charges | — |  |  | — |  |  | — |  |  | 20 |
Operating (gains), losses and other charges, net | (1,129) |  |  | 746 |  |  | 4,482 |  |  | 1,984 |
Total operating costs and expenses, net | 102,850 |  |  | 100,018 |  |  | 318,362 |  |  | 306,798 |
Operating income | 10,394 |  |  | 11,741 |  |  | 24,176 |  |  | 30,862 |
Interest expense, net | 5,318 |  |  | 4,571 |  |  | 15,120 |  |  | 13,564 |
Other nonoperating expense (income), net | 3,137 |  |  | (824) |  |  | 2,736 |  |  | (1,685) |
Income before income taxes | 1,939 |  |  | 7,994 |  |  | 6,320 |  |  | 18,983 |
Provision for income taxes | 1,307 |  |  | 1,478 |  |  | 2,892 |  |  | 4,208 |
Net income | $ | 632 |  |  | $ | 6,516 |  |  | $ | 3,428 |  |  | $ | 14,775 |
Net income per share - basic | $ | 0.01 |  |  | $ | 0.12 |  |  | $ | 0.07 |  |  | $ | 0.28 |
Net income per share - diluted | $ | 0.01 |  |  | $ | 0.12 |  |  | $ | 0.07 |  |  | $ | 0.28 |
Basic weighted average shares outstanding | 52,054 |  |  | 52,148 |  |  | 52,146 |  |  | 52,635 |
Diluted weighted average shares outstanding | 52,175 |  |  | 52,207 |  |  | 52,256 |  |  | 52,739 |

See accompanying notes
4

Denny’s Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)

| Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
| (In thousands)
Net income | $ | 632 |  |  | $ | 6,516 |  |  | $ | 3,428 |  |  | $ | 14,775 |
Other comprehensive loss, net of tax: |  |  |  |  |  |  |
Minimum pension liability adjustment, net of tax of $3, $4, $8 and $23, respectively | 8 |  |  | 12 |  |  | 25 |  |  | 63 |
Changes in the fair value of cash flow hedges, net of tax of $(509), $(2,687), $(2,319) and $416, respectively | (1,507) |  |  | (7,958) |  |  | (6,879) |  |  | 1,234 |
Reclassification of cash flow hedges to interest expense, net of tax of $(214), $(400), $(697) and $(1,168), respectively | (638) |  |  | (1,182) |  |  | (2,070) |  |  | (3,458) |
Amortization of unrealized losses related to interest rate swaps to interest expense, net of tax of $230, $49, $517 and $127, respectively | 683 |  |  | 144 |  |  | 1,534 |  |  | 375 |
Other comprehensive loss | (1,454) |  |  | (8,984) |  |  | (7,390) |  |  | (1,786) |
Total comprehensive income (loss) | $ | (822) |  |  | $ | (2,468) |  |  | $ | (3,962) |  |  | $ | 12,989 |

See accompanying notes
5

Denny’s Corporation and Subsidiaries
Consolidated Statements of Shareholders’ Deficit
For the Quarters Ended September 24, 2025 and September 25, 2024
(Unaudited)

| Common Stock |  | Treasury Stock |  | Paid-in Capital |  | Retained Earnings (Deficit) |  | Accumulated Other Comprehensive Loss, Net |  | Total Shareholders’ Deficit
| Shares |  | Amount |  | Shares |  | Amount |  |  |  |
| (In thousands)
Balance, June 25, 2025 | 51,893 |  |  | $ | 519 |  |  | (398) |  |  | $ | (1,595) |  |  | $ | 4,175 |  |  | $ | 297 |  |  | $ | (37,975) |  |  | $ | (34,579) |
Net income | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 632 |  |  | — |  |  | 632 |
Other comprehensive loss | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (1,454) |  |  | (1,454) |
Share-based compensation on equity classified awards, net of withholding tax | — |  |  | — |  |  | — |  |  | — |  |  | 2,707 |  |  | — |  |  | — |  |  | 2,707 |
Issuance of common stock for share-based compensation | 4 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Balance, September 24, 2025 | 51,897 |  |  | $ | 519 |  |  | (398) |  |  | $ | (1,595) |  |  | $ | 6,882 |  |  | $ | 929 |  |  | $ | (39,429) |  |  | $ | (32,694) |

| Common Stock |  | Treasury Stock |  | Paid-in Capital |  | Deficit |  | Accumulated Other Comprehensive Loss, Net |  | Total Shareholders’ Deficit
| Shares |  | Amount |  | Shares |  | Amount |  |  |  |
| (In thousands)
Balance, June 26, 2024 | 53,339 |  |  | $ | 533 |  |  | (1,770) |  |  | $ | (15,925) |  |  | $ | 10,135 |  |  | $ | (13,525) |  |  | $ | (34,461) |  |  | $ | (53,243) |
Net income | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 6,516 |  |  | — |  |  | 6,516 |
Other comprehensive loss | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (8,984) |  |  | (8,984) |
Share-based compensation on equity classified awards, net of withholding tax | — |  |  | — |  |  | — |  |  | — |  |  | 2,994 |  |  | — |  |  | — |  |  | 2,994 |
Purchase of treasury stock, including excise tax | — |  |  | — |  |  | (246) |  |  | (1,766) |  |  | — |  |  | — |  |  | — |  |  | (1,766) |
Issuance of common stock for share-based compensation | 3 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Balance, September 25, 2024 | 53,342 |  |  | $ | 533 |  |  | (2,016) |  |  | $ | (17,691) |  |  | $ | 13,129 |  |  | $ | (7,009) |  |  | $ | (43,445) |  |  | $ | (54,483) |

See accompanying notes
6

Denny’s Corporation and Subsidiaries
Consolidated Statements of Shareholders’ Deficit
For the Three Quarters Ended September 24, 2025 and September 25, 2024
(Unaudited)

| Common Stock |  | Treasury Stock |  | Paid-in Capital |  | Retained Earnings (Deficit) |  | Accumulated Other Comprehensive Loss, Net |  | Total Shareholders’ Deficit
| Shares |  | Amount |  | Shares |  | Amount |  |  |  |
| (In thousands)
Balance, December 25, 2024 | 51,329 |  |  | $ | 513 |  |  | — |  |  | $ | — |  |  | $ | — |  |  | $ | (2,499) |  |  | $ | (32,039) |  |  | $ | (34,025) |
Net income | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3,428 |  |  | — |  |  | 3,428 |
Other comprehensive loss | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (7,390) |  |  | (7,390) |
Share-based compensation on equity classified awards, net of withholding tax | — |  |  | — |  |  | — |  |  | — |  |  | 6,888 |  |  | — |  |  | — |  |  | 6,888 |
Purchase of treasury stock, including excise tax | — |  |  | — |  |  | (398) |  |  | (1,595) |  |  | — |  |  | — |  |  | — |  |  | (1,595) |
Issuance of common stock for share-based compensation | 568 |  |  | 6 |  |  | — |  |  | — |  |  | (6) |  |  | — |  |  | — |  |  | — |
Balance, September 24, 2025 | 51,897 |  |  | $ | 519 |  |  | (398) |  |  | $ | (1,595) |  |  | $ | 6,882 |  |  | $ | 929 |  |  | $ | (39,429) |  |  | $ | (32,694) |

| Common Stock |  | Treasury Stock |  | Paid-in Capital |  | Deficit |  | Accumulated Other Comprehensive Loss, Net |  | Total Shareholders’ Deficit
| Shares |  | Amount |  | Shares |  | Amount |  |  |  |
| (In thousands)
Balance, December 27, 2023 | 52,906 |  |  | $ | 529 |  |  | (667) |  |  | $ | (6,460) |  |  | $ | 6,688 |  |  | $ | (21,784) |  |  | $ | (41,659) |  |  | $ | (62,686) |
Net income | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 14,775 |  |  | — |  |  | 14,775 |
Other comprehensive loss | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (1,786) |  |  | (1,786) |
Share-based compensation on equity classified awards, net of withholding tax | — |  |  | — |  |  | — |  |  | — |  |  | 6,445 |  |  | — |  |  | — |  |  | 6,445 |
Purchase of treasury stock, including excise tax | — |  |  | — |  |  | (1,349) |  |  | (11,231) |  |  | — |  |  | — |  |  | — |  |  | (11,231) |
Issuance of common stock for share-based compensation | 436 |  |  | 4 |  |  | — |  |  | — |  |  | (4) |  |  | — |  |  | — |  |  | — |
Balance, September 25, 2024 | 53,342 |  |  | $ | 533 |  |  | (2,016) |  |  | $ | (17,691) |  |  | $ | 13,129 |  |  | $ | (7,009) |  |  | $ | (43,445) |  |  | $ | (54,483) |

See accompanying notes
7

Denny’s Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)

| Three Quarters Ended
| September 24, 2025 |  | September 25, 2024
| (In thousands)
Cash flows from operating activities: |  |  |
Net income | $ | 3,428 |  |  | $ | 14,775 |
Adjustments to reconcile net income to cash flows provided by operating activities: |  |  |
Depreciation and amortization | 12,919 |  |  | 10,938 |
Goodwill impairment charges | — |  |  | 20 |
Operating (gains), losses and other charges, net | 4,482 |  |  | 1,984 |
Amortization on interest rate swaps, net | 2,051 |  |  | 502 |
Amortization of deferred financing costs | 478 |  |  | 477 |
Gains on investments | (36) |  |  | (121) |
Gains on early termination of debt and leases | (8) |  |  | (42) |
Deferred income tax expense (benefit) | 844 |  |  | (1,672) |
Increase of tax valuation allowance | 423 |  |  | 333 |
Share-based compensation expense | 9,016 |  |  | 8,406 |
Changes in assets and liabilities, excluding acquisitions and dispositions: |  |  |
Receivables | 8,055 |  |  | 4,119 |
Inventories | (286) |  |  | 341 |
Prepaids and other current assets | (1,597) |  |  | 2,245 |
Other noncurrent assets | (4,334) |  |  | 669 |
Operating lease assets and liabilities | (416) |  |  | (725) |
Accounts payable | 5,996 |  |  | (11,087) |
Other accrued liabilities | (8,840) |  |  | (7,824) |
Other noncurrent liabilities | (1,833) |  |  | (2,391) |
Net cash flows provided by operating activities | 30,342 |  |  | 20,947 |
Cash flows from investing activities: |  |  |
Capital expenditures | (25,649) |  |  | (17,710) |
Acquisition of restaurants | (4,105) |  |  | — |
Proceeds from asset sales | 3,486 |  |  | 1,360 |
Investment purchases | — |  |  | (1,500) |
Proceeds from sale of investments | 1,142 |  |  | — |
Collections on notes receivable | 784 |  |  | 489 |
Issuance of notes receivable | (767) |  |  | (255) |
Net cash flows used in investing activities | (25,109) |  |  | (17,616) |
Cash flows from financing activities: |  |  |
Revolver borrowings | 79,800 |  |  | 91,900 |
Revolver payments | (81,600) |  |  | (86,400) |
Repayments of finance leases | (921) |  |  | (1,056) |
Tax withholding on share-based payments | (1,006) |  |  | (1,881) |
Purchase of treasury stock | (1,668) |  |  | (11,266) |
Net bank overdrafts | 688 |  |  | 1,945 |
Net cash flows used in financing activities | (4,707) |  |  | (6,758) |
Increase (decrease) in cash and cash equivalents | 526 |  |  | (3,427) |
Cash and cash equivalents at beginning of period | 1,698 |  |  | 4,893 |
Cash and cash equivalents at end of period | $ | 2,224 |  |  | $ | 1,466 |

See accompanying notes
8

Denny’s Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. Introduction and Basis of Presentation
Introduction
Denny’s Corporation, or the Company, is one of America’s largest full-service restaurant chains based on number of restaurants. As of September 24, 2025, the Company consisted of 1,537 restaurants, 1,452 of which were franchised/licensed restaurants and 85 of which were company operated.
The Company consists of the Denny’s brand ("Denny's") and the Keke’s Breakfast Cafe brand (“Keke’s”). As of September 24, 2025, the Denny's brand consisted of 1,459 restaurants, 1,397 of which were franchised/licensed restaurants and 62 of which were company operated. As of September 24, 2025, the Keke's brand consisted of 78 restaurants, 55 of which were franchised restaurants and 23 of which were company operated.
Basis of Presentation
Our unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information. Therefore, certain information and notes normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted. In our opinion, all adjustments considered necessary for a fair presentation of the interim periods presented have been included. Such adjustments are of a normal and recurring nature. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates are reasonable.
These interim consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto as of and for the fiscal year ended December 25, 2024 which are contained in our audited Annual Report on Form 10-K for the fiscal year ended December 25, 2024. The results of operations for the interim periods presented are not necessarily indicative of the results for the entire fiscal year ending December 31, 2025. Our significant interim accounting policies include the recognition of advertising and marketing costs, generally in proportion to revenue, and the recognition of income taxes using an estimated annual effective rate.
Change in Presentation
Certain reclassifications have been made in the 2024 interim consolidated financial statements and notes to conform to the 2025 presentation. These reclassifications did not affect total revenues or net income.
Note 2. Summary of Significant Accounting Policies
Accounting Standards to be Adopted
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The new guidance requires enhanced effective tax rate reconciliation and income taxes paid disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 (our fiscal 2025). We are currently evaluating the impact that the adoption of this new guidance will have on our consolidated financial statements and will add necessary disclosures upon adoption.
In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses (Subtopic 220-40)”. The new guidance requires disaggregation of certain relevant expenses included in the consolidated statements of income. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 (our fiscal 2027) and interim periods beginning after December 15, 2027 (our fiscal 2028). We are currently evaluating the impact that the adoption of this new guidance will have on our consolidated financial statements and will add necessary disclosures upon adoption.
9

In July 2025, the FASB issued the amendment ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. The amendment provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets for revenue arising from contracts with customers. ASU 2025-05 is effective for annual periods beginning after December 15, 2025 (our fiscal 2026). We are currently evaluating the impact that the adoption of this new guidance will have on our consolidated financial statements and will add necessary disclosures upon adoption.
We reviewed all other newly issued accounting pronouncements and concluded that they are either not applicable to our business or are not expected to have a material effect on our consolidated financial statements as a result of future adoption.
Note 3. Receivables
Receivables consisted of the following:

| September 24, 2025 |  | December 25, 2024
| (In thousands)
Receivables, net: |  |  |
Trade accounts receivable from franchisees | $ | 11,205 |  |  | $ | 15,798 |
Notes and loan receivables from franchisees | 208 |  |  | 490 |
Vendor receivables | 2,254 |  |  | 3,632 |
Credit card receivables | 710 |  |  | 1,815 |
Other | 2,032 |  |  | 3,140 |
Allowance for credit losses | (272) |  |  | (442) |
Total receivables, net | $ | 16,137 |  |  | $ | 24,433 |

Note 4. Goodwill and Intangible Assets
The following table reflects the changes in carrying amounts of goodwill and goodwill by segment:

|  |  | September 24, 2025
|  |  | (In thousands)
Balance, beginning of year |  |  | $ | 66,357 |
Additions related to the acquisition of five Keke’s franchise units |  |  | 2,157 |
Additions related to the acquisition of a Denny’s franchise unit |  |  | 410 |
Write-offs and reclassifications associated with the sale of Keke's units |  |  | (392) |
Balance, end of period |  |  | $ | 68,532 |
Goodwill by segment consisted of the following: |  |  |
| September 24, 2025 |  | December 25, 2024
| (In thousands)
Denny’s | $ | 37,917 |  |  | $ | 37,507 |
Other | 30,615 |  |  | 28,850 |
Total goodwill | $ | 68,532 |  |  | $ | 66,357 |

10

Intangible assets consisted of the following:

| September 24, 2025 |  | December 25, 2024
| Gross Carrying Amount |  | Accumulated Amortization |  | Gross Carrying Amount |  | Accumulated Amortization
| (In thousands)
Intangible assets with indefinite lives: |  |  |  |  |  |  |
Trade names | $ | 79,687 |  |  | $ | — |  |  | $ | 79,687 |  |  | $ | — |
Liquor licenses | 120 |  |  | — |  |  | 120 |  |  | — |
Intangible assets with definite lives: |  |  |  |  |  |  |
Reacquired franchise rights | 8,008 |  |  | 5,107 |  |  | 9,135 |  |  | 6,188 |
Franchise agreements | 8,217 |  |  | 1,654 |  |  | 10,603 |  |  | 1,618 |
Intangible assets, net | $ | 96,032 |  |  | $ | 6,761 |  |  | $ | 99,545 |  |  | $ | 7,806 |

Amortization expense for intangible assets with definite lives totaled $0.4 million and $1.0 million for the quarter and year-to-date periods ended September 24, 2025, respectively. Amortization expense for intangible assets with definite lives totaled $0.4 million and $1.1 million for the quarter and year-to-date periods ended September 25, 2024, respectively.
Note 5. Other Current Liabilities
Other current liabilities consisted of the following:

| September 24, 2025 |  | December 25, 2024
| (In thousands)
Accrued payroll | $ | 16,799 |  |  | $ | 15,434 |
Current portion of liability for insurance claims | 4,343 |  |  | 4,494 |
Accrued taxes | 5,793 |  |  | 4,432 |
Accrued advertising | 5,291 |  |  | 11,785 |
Gift cards | 6,283 |  |  | 8,382 |
Accrued legal settlements | 4,062 |  |  | 4,114 |
Accrued interest | 4,281 |  |  | 4,368 |
Other | 7,799 |  |  | 5,833 |
Other current liabilities | $ | 54,651 |  |  | $ | 58,842 |

11

Note 6. Fair Value of Financial Instruments
Financial assets and liabilities measured at fair value on a recurring basis are summarized below:

| Total |  | Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3)
| (In thousands)
Fair value measurements as of September 24, 2025: |  |  |  |  |  |  |
Deferred compensation plan investments (1) | $ | 10,021 |  |  | $ | 10,021 |  |  | $ | — |  |  | $ | — |
Interest rate swaps (2) | 8,876 |  |  | — |  |  | 8,876 |  |  | — |
Total | $ | 18,897 |  |  | $ | 10,021 |  |  | $ | 8,876 |  |  | $ | — |
Fair value measurements as of December 25, 2024: |  |  |  |  |  |  |
Deferred compensation plan investments (1) | $ | 10,400 |  |  | $ | 10,400 |  |  | $ | — |  |  | $ | — |
Interest rate swaps (2) | 20,841 |  |  | — |  |  | 20,841 |  |  | — |
Investments (3) | 1,106 |  |  | — |  |  | 1,106 |  |  | — |
Total | $ | 32,347 |  |  | $ | 10,400 |  |  | $ | 21,947 |  |  | $ | — |

(1) The fair values of our deferred compensation plan investments are based on the closing market prices of the elected investments and are included in other noncurrent assets in our Consolidated Balance Sheets.
(2) The fair values of our interest rate swaps are based upon Level 2 inputs, which include valuation models. The key inputs for the valuation models are quoted market prices, interest rates, forward yield curves and credit risk adjustments that are necessary to reflect the probability of default by the counterparty or us. For disclosures about the fair value measurements of our derivative instruments, see Note 7.
(3) The fair values of our investments are valued using a readily determinable net asset value per share based on the fair value of the underlying securities. There are no significant redemption restrictions associated with these investments.
Assets held and used that are measured at fair value on a non-recurring basis include property, operating lease right-of-use assets, finance lease right-of-use assets, goodwill and intangible assets. During the year-to-date period ended September 24, 2025, we recognized impairment charges of $3.3 million related to certain of these assets. See Note 9.
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are deemed to approximate fair value due to the immediate or short-term maturity of these instruments. The fair value of notes receivable approximates the carrying value after consideration of recorded allowances and related risk-based interest rates. The liabilities under our credit facility are carried at historical cost, which approximates fair value. The fair value of our senior secured revolver approximates its carrying value since it is a variable rate facility (Level 2).
Note 7. Long-Term Debt
As of September 24, 2025, the Company and certain of its subsidiaries had a credit facility consisting of a five-year $400 million senior secured revolver (with a $25 million letter of credit sublimit). The credit facility included an accordion feature that would allow us to increase the size of the facility to $450 million. Borrowings bear a tiered interest rate, which is based on the Company's consolidated leverage ratio. The maturity date for the credit facility was August 26, 2026.
On October 28, 2025, subsequent to the end of the third quarter, we entered into an amendment to our credit facility. As a result of the amendment, the maturity date of the credit facility was extended to January 29, 2027, the accordion feature was removed, and the capacity of the credit facility was reduced to $325 million. Additionally, pursuant to the amended credit facility we are prohibited from paying dividends and making share repurchases and other general investments are restricted. The credit facility amendment is filed as Exhibit 10.1 to the Current Report on Form 8-K of Denny's Corporation filed with the Securities and Exchange Commission on November 3, 2025.
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The credit facility is available for working capital, capital expenditures and other general corporate purposes. The credit facility is guaranteed by the Company and its material subsidiaries and is secured by assets of the Company and its subsidiaries, including the stock of its subsidiaries (other than its insurance captive subsidiary). It includes negative covenants that are usual for facilities and transactions of this type. The credit facility also includes certain financial covenants, including a maximum consolidated leverage ratio of 4.0 times and a minimum consolidated fixed charge coverage ratio of 1.5 times. As of September 24, 2025, our consolidated leverage ratio was 3.98 times and our consolidated fixed charge coverage ratio was 2.07 times. We were in compliance with all financial covenants as of September 24, 2025, and we expect to remain in compliance throughout the remainder of 2025.
As of September 24, 2025, we had outstanding revolver loans of $259.5 million and outstanding letters of credit under the credit facility of $15.9 million. These balances resulted in unused commitments of $124.6 million as of September 24, 2025 under the credit facility.
As of September 24, 2025, borrowings under the credit facility bear interest at a rate of Adjusted Daily Simple SOFR plus 2.25%. Letters of credit under the credit facility bear interest at a rate of 2.38%. The commitment fee, paid on the unused portion of the credit facility, was set to 0.35%.
Prior to considering the impact of our interest rate swaps, described below, the weighted-average interest rate on outstanding revolver loans was 6.73% and 6.98% as of September 24, 2025 and December 25, 2024, respectively. Taking into consideration our interest rate swaps that are designated as cash flow hedges, the weighted-average interest rate of outstanding revolver loans was 5.30% and 5.01% as of September 24, 2025 and December 25, 2024, respectively.
Interest Rate Hedges
We have receive-variable, pay-fixed interest rate swaps to hedge the forecasted cash flows of our floating rate debt. A summary of our interest rate swaps designated as cash flow hedges as of September 24, 2025 is as follows:

Trade Date |  | Effective Date |  | Maturity Date |  | Notional Amount |  | Fair Value |  | Fixed Rate
|  |  |  |  |  | (In thousands) |  |
October 1, 2015 |  | March 29, 2018 |  | March 31, 2026 |  | $ | 50,000 |  |  | $ | 375 |  |  | 2.37 | %
February 15, 2018 |  | March 31, 2020 |  | December 31, 2033 |  | $ | 192,000 |  | (1) | $ | 8,501 |  |  | 3.09 | %
Total |  |  |  |  |  | $ | 242,000 |  |  | $ | 8,876 |  |  |

(1) The notional amounts of the swaps entered into on February 15, 2018 increase periodically until they reach the maximum notional amount of $335 million on August 31, 2033.
Changes in Fair Value of Interest Rate Swaps
To the extent the swaps are highly effective in offsetting the variability of the hedged cash flows, changes in the fair value of the swaps are not included in the Consolidated Statements of Income but are reported as a component of other comprehensive income (loss). Our interest rate swaps are designated as cash flow hedges with unrealized gains and losses recorded as a component of accumulated other comprehensive loss, net.
As of September 24, 2025, the fair value of the swaps designated as cash flow hedges was an asset of $8.9 million, recorded as a component of other noncurrent assets. The designated swaps have an offsetting amount (before taxes) recorded as a component of accumulated other comprehensive loss, net in our Consolidated Balance Sheets. See Note 13 for amounts recorded in accumulated other comprehensive loss related to interest rate swaps. During the year-to-date period ended September 24, 2025, we reclassified $2.8 million from accumulated other comprehensive loss, net as a reduction to interest expense, net. We expect to reclassify $3.7 million from accumulated other comprehensive loss, net as a reduction to interest expense, net in our Consolidated Statements of Income related to swaps designated as cash flow hedges during the next 12 months.
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Amortization of Certain Amounts Included in Accumulated Other Comprehensive Loss, Net
At September 24, 2025, we had a total of $61.4 million (before taxes) included in accumulated other comprehensive loss, net related to (i) the discontinuance of hedge accounting treatment related to certain cash flow hedges in prior years and (ii) the fair value of certain swaps at the date of designation as cash flow hedges that are being amortized into our Consolidated Statements of Income as a component of interest expense, net over the remaining term of the related swap.
For the quarter and year-to-date periods ended September 24, 2025, we recorded unrealized losses of $0.9 million and $2.1 million to interest expense, net, respectively. For the quarter and year-to-date periods ended September 25, 2024, we recorded unrealized losses of $0.2 million and $0.5 million to interest expense, net, respectively. We expect to amortize $4.6 million from accumulated other comprehensive loss, net to interest expense, net in our Consolidated Statements of Income related to dedesignated interest rate swaps during the next 12 months.
Debt Issuance Costs Expensed
During the quarter and year-to-date periods ended September 24, 2025, the Company expensed approximately $3.7 million of debt issuance costs as a component of other nonoperating expense (income), net related to a debt issuance no longer considered probable of occurring as a result of the proposed merger of the Company as discussed in Note 17.
Note 8. Revenues
The following table disaggregates our revenue by sales channel and type of good or service:

| Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
| (In thousands)
Company restaurant sales | $ | 57,375 |  |  | $ | 52,701 |  |  | $ | 169,670 |  |  | $ | 159,391 |
Franchise and license revenue: |  |  |  |  |  |  |
Royalties | 27,745 |  |  | 29,101 |  |  | 84,673 |  |  | 88,421 |
Advertising revenue | 18,604 |  |  | 20,172 |  |  | 57,167 |  |  | 59,098 |
Initial and other fees | 1,772 |  |  | 1,639 |  |  | 7,450 |  |  | 5,903 |
Occupancy revenue | 7,748 |  |  | 8,146 |  |  | 23,578 |  |  | 24,847 |
Franchise and license revenue | 55,869 |  |  | 59,058 |  |  | 172,868 |  |  | 178,269 |
Total operating revenue | $ | 113,244 |  |  | $ | 111,759 |  |  | $ | 342,538 |  |  | $ | 337,660 |

Franchise occupancy revenue consisted of the following:

| Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
| (In thousands)
Operating lease revenue | $ | 5,898 |  |  | $ | 6,063 |  |  | $ | 17,732 |  |  | $ | 18,262 |
Variable lease revenue | 1,850 |  |  | 2,083 |  |  | 5,846 |  |  | 6,585 |
Total occupancy revenue | $ | 7,748 |  |  | $ | 8,146 |  |  | $ | 23,578 |  |  | $ | 24,847 |

Balances related to contracts with customers consist of receivables, contract assets, deferred franchise revenue and deferred gift card revenue. See Note 3 for details on our receivables.
Deferred franchise revenue consists primarily of the unamortized portion of initial franchise fees that are currently being amortized into revenue and amounts related to development agreements and unopened restaurants that will begin amortizing into revenue when the related restaurants are opened. Deferred franchise revenue represents our remaining performance obligations to our franchisees, excluding amounts of variable consideration related to sales-based royalties and advertising.
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The components of the change in deferred franchise revenue are as follows:

| (In thousands)
Balance, December 25, 2024 | $ | 16,968 |
Fees received from franchisees | 854 |
Revenue recognized (1) | (2,405) |
Balance, September 24, 2025 | 15,417 |
Less current portion included in other current liabilities | 1,970 |
Deferred franchise revenue included in other noncurrent liabilities | $ | 13,447 |

(1) Of this amount $2.1 million was included in the deferred franchise revenue balance as of December 25, 2024.
We record contract assets related to incentives and subsidies provided to franchisees related to new unit openings and/or equipment upgrades. These amounts will be recognized as a component of franchise and license revenue over the remaining term of the related franchise agreements.
The components of the change in contract assets are as follows:

| (In thousands)
Balance, December 25, 2024 | $ | 6,706 |
Franchisee deferred costs | 5,261 |
Contract asset amortization | (1,162) |
Balance, September 24, 2025 | 10,805 |
Less current portion included in other current assets | 1,213 |
Contract assets included in other noncurrent assets | $ | 9,592 |

The Company purchases equipment related to various programs for franchise restaurants. We bill our franchisees and recognize revenue when the related equipment is installed, less amounts contributed from the Company, which have been deferred as contract assets in the table above. We recognized $0.1 million and $1.0 million of revenue, recorded as a component of initial and other fees, related to the sale of equipment to franchisees during the quarter and year-to-date periods ended September 24, 2025, respectively. We recognized $0.1 million and $0.6 million of revenue, recorded as a component of initial and other fees, related to the sale of equipment to franchisees during the quarter and year-to-date periods ended September 25, 2024, respectively. As of September 24, 2025, we had $0.5 million in inventory and $0.2 million in receivables related to the purchased equipment. As of December 25, 2024, we had $0.2 million in inventory and $0.4 million in receivables related to the purchased equipment.
As of September 24, 2025, deferred franchise revenue, net of contract asset amortization, expected to be recognized in the future is as follows:

| (In thousands)
Remainder of 2025 | $ | 174 |
2026 | 773 |
2027 | 753 |
2028 | 636 |
2029 | 539 |
Thereafter | 1,737 |
Deferred franchise revenue, net | $ | 4,612 |

Deferred gift card liabilities consist of the unredeemed portion of gift cards sold in company restaurants and at third party locations. The balance of deferred gift card liabilities represents our remaining performance obligations to our customers. The balance of deferred gift card liabilities as of September 24, 2025 and December 25, 2024 was $6.3 million and $8.4 million, respectively. During the year-to-date period ended September 24, 2025, we recognized revenue of $0.5 million from gift card redemptions at company restaurants.
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Note 9. Operating (Gains), Losses and Other Charges, Net
Operating (gains), losses and other charges, net consisted of the following:

| Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
| (In thousands)
(Gains) losses on sales of assets and other, net | $ | (1,400) |  |  | $ | 6 |  |  | $ | (2,717) |  |  | $ | (88) |
Impairment charges | — |  |  | 78 |  |  | 3,265 |  |  | 792 |
Restructuring charges and exit costs | 271 |  |  | 662 |  |  | 3,934 |  |  | 1,280 |
Operating (gains), losses and other charges, net | $ | (1,129) |  |  | $ | 746 |  |  | $ | 4,482 |  |  | $ | 1,984 |

During the quarters and year-to-date periods ended September 24, 2025 and September 25, 2024, (gains) losses on sales of assets and other, net were primarily related to the sales of real estate and restaurants.
As of September 24, 2025, we had recorded assets held for sale at their carrying amount of $0.9 million (consisting of property of $0.5 million and goodwill of $0.4 million) related to two restaurants. As of December 25, 2024, we had recorded assets held for sale at their carrying amount of $0.4 million (consisting of property) related to two parcels of real estate.
We recorded impairment charges of $3.3 million for the year-to-date period ended September 24, 2025. The $3.3 million included $2.0 million related to franchise agreements for closed units. Additionally, $0.4 million of property and $0.9 million of operating lease right-of-use assets were impaired related to the relocation of certain support functions.
Restructuring charges and exit costs consisted of the following:

| Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
| (In thousands)
Exit costs | $ | 29 |  |  | $ | 231 |  |  | $ | 78 |  |  | $ | 322 |
Severance and other restructuring charges | 242 |  |  | 431 |  |  | 3,856 |  |  | 958 |
Total restructuring charges and exit costs | $ | 271 |  |  | $ | 662 |  |  | $ | 3,934 |  |  | $ | 1,280 |

Exit costs primarily consist of costs related to closed restaurants. Exit cost liabilities related to lease costs are included as a component of operating lease liabilities in our Consolidated Balance Sheets.
Severance and other restructuring charges for the quarter and year-to-date periods ended September 24, 2025 primarily consisted of severance costs resulting from the elimination of two positions during the quarter and 68 positions year-to-date, as part of a cost savings initiative. As of September 24, 2025 and December 25, 2024, we had accrued severance and other restructuring charges of $1.2 million and $0.3 million, respectively. The balance as of September 24, 2025 is expected to be paid during the next 12 months.
Note 10. Share-Based Compensation
Total share-based compensation included as a component of general and administrative expenses was as follows:

| Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
| (In thousands)
Employee share awards | $ | 3,070 |  |  | $ | 2,773 |  |  | $ | 8,394 |  |  | $ | 7,753 |
Restricted stock units for board members | 179 |  |  | 233 |  |  | 622 |  |  | 653 |
Total share-based compensation | $ | 3,249 |  |  | $ | 3,006 |  |  | $ | 9,016 |  |  | $ | 8,406 |

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Employee Share Awards
During the year-to-date period ended September 24, 2025, we granted certain employees 0.9 million performance share units (“PSUs”) with a weighted average grant date fair value of $6.73 per share that vest based on the total shareholder return (“TSR”) of our common stock compared to the TSRs of a group of peer companies. Half of these PSUs will be settled in cash, net of taxes (liability-classified awards) and half will be settled in shares of stock, net of shares withheld for taxes (equity-classified awards). As the TSR based PSUs contain a market condition, a Monte Carlo valuation was used to determine the grant date fair value. The performance period for these PSUs is the three-year fiscal period beginning December 26, 2024 and ending December 29, 2027. The PSUs will vest and be earned at the end of the performance period at which point the relative TSR achievement percentages will be applied to the vested units (from 0% to 150% of the target award).
During the year-to-date period ended September 24, 2025, we also granted certain employees 1.4 million restricted stock units ("RSUs") with a weighted average grant date fair value of $6.05 per share. These RSUs generally vest evenly over the three-year fiscal period beginning December 26, 2024 and ending December 29, 2027. We recognize compensation cost associated with these RSU awards on a straight-line basis over the entire performance period of the award.
During the year-to-date period ended September 24, 2025, we issued 0.3 million shares of common stock related to vested PSUs and RSUs for employees. In addition, 0.2 million shares of common stock were withheld in lieu of taxes related to vested PSUs and RSUs.
As of September 24, 2025, we had $17.0 million of unrecognized compensation cost related to unvested PSU awards and RSU awards outstanding, which have a weighted average remaining contractual term of 1.8 years.
Restricted Stock Units for Board Members
During the year-to-date period ended September 24, 2025, we granted 0.2 million RSUs (which are equity classified) with a weighted average grant date fair value of $4.44 per unit to non-employee members of our Board of Directors. The RSUs vest after a one-year service period. A director may elect to convert these awards to shares of common stock either on a specific date in the future (while still serving as a member of our Board of Directors), upon termination as a member of our Board of Directors, or in three equal annual installments commencing after termination of service as a member of our Board of Directors.
During the year-to-date period ended September 24, 2025, 0.2 million RSUs were converted into shares of common stock and fewer than 0.1 million RSUs were converted to cash.
As of September 24, 2025, we had $0.5 million of unrecognized compensation cost related to unvested RSU awards outstanding, which have a weighted average remaining contractual term of 0.6 years.
Note 11. Income Taxes
The effective income tax rate was 67.4% for the quarter and 45.8% for the year-to-date period ended September 24, 2025, compared to 18.5% and 22.2% for the prior year periods, respectively. The effective income tax rate for the quarter and year-to-date periods ended September 24, 2025 included discrete items relating to share-based compensation of 9.3% and 10.8%, respectively. The effective income tax rate for the year-to-date period ended September 25, 2024 included discrete items relating to share-based compensation of 0.1%.
On July 4, 2025, H.R. 1, the budget bill known as the One Big Beautiful Bill Act ("OBBBA") was enacted. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Provisions effective in 2025 have been reflected in the quarter ended September 24, 2025. We currently expect a beneficial cash flow impact in fiscal 2025 from the enhanced expensing provisions. The OBBBA does not materially impact our effective tax rate in fiscal year 2025.
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Note 12. Net Income Per Share
The amounts used for the basic and diluted net income per share calculations are summarized below:

| Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
| (In thousands, except per share amounts)
Net income | $ | 632 |  |  | $ | 6,516 |  |  | $ | 3,428 |  |  | $ | 14,775 |
Weighted average shares outstanding - basic | 52,054 |  |  | 52,148 |  |  | 52,146 |  |  | 52,635 |
Effect of dilutive share-based compensation awards | 121 |  |  | 59 |  |  | 110 |  |  | 104 |
Weighted average shares outstanding - diluted | 52,175 |  |  | 52,207 |  |  | 52,256 |  |  | 52,739 |
Net income per share - basic | $ | 0.01 |  |  | $ | 0.12 |  |  | $ | 0.07 |  |  | $ | 0.28 |
Net income per share - diluted | $ | 0.01 |  |  | $ | 0.12 |  |  | $ | 0.07 |  |  | $ | 0.28 |
Anti-dilutive share-based compensation awards | 1,239 |  |  | 618 |  |  | 1,230 |  |  | 758 |

Note 13. Shareholders' Deficit
Share Repurchases
Our Board of Directors approves share repurchases of our common stock. Under the current $250 million share repurchase authorization approved by the Board of Directors in December 2019, when not restricted by our credit facility terms, we have from time to time, purchased shares in the open market (including pre-arranged stock trading plans in accordance with the guidelines specified in Rule 10b5-1 under the Securities Exchange Act of 1934, as amended) or in privately negotiated transactions, subject to market and business conditions. On October 28, 2025, we entered into an amendment to our credit facility. Pursuant to the amended credit facility, we are prohibited from making share repurchases.
During the year-to-date period ended September 24, 2025, we repurchased a total of 0.4 million shares of our common stock for $1.6 million, including excise taxes. This brings the total amount repurchased under the current authorization to $162.4 million, including excise taxes, leaving $87.6 million that can be used to repurchase our common stock under this authorization as of September 24, 2025. Repurchased shares are included as treasury stock in our Consolidated Balance Sheets and our Consolidated Statements of Shareholders' Deficit.
In the fourth quarter of fiscal 2024, the Board approved the retirement of 2.0 million shares of treasury stock at a weighted average share price of $8.78, including excise taxes. As of September 24, 2025, 0.4 million shares were held in treasury stock.
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Accumulated Other Comprehensive Loss, Net
The components of the change in accumulated other comprehensive loss, net were as follows:

| Defined Benefit Plans |  | Derivatives |  | Accumulated Other Comprehensive Loss, Net
| (In thousands)
Balance as of December 25, 2024 | $ | (209) |  |  | $ | (31,830) |  |  | $ | (32,039) |
Amortization of net loss (1) | 32 |  |  | — |  |  | 32 |
Settlement loss recognized (1) | 1 |  |  | — |  |  | 1 |
Changes in the fair value of cash flow hedges | — |  |  | (9,198) |  |  | (9,198) |
Reclassification of cash flow hedges to interest expense, net (2) | — |  |  | (2,767) |  |  | (2,767) |
Amortization of unrealized losses related to interest rate swaps to interest expense, net | — |  |  | 2,051 |  |  | 2,051 |
Income tax expense related to items of other comprehensive income (loss) | (8) |  |  | 2,499 |  |  | 2,491 |
Balance as of September 24, 2025 | $ | (184) |  |  | $ | (39,245) |  |  | $ | (39,429) |

(1) Before-tax amount related to our defined benefit plans that was reclassified from accumulated other comprehensive loss, net and included as a component of pension expense within general and administrative expenses in our Consolidated Statements of Income during the year-to-date period ended September 24, 2025.
(2) Amounts reclassified from accumulated other comprehensive loss, net into interest expense, net in our Consolidated Statements of Income represent payments either (received from) or made to the counterparty for the interest rate hedges. See Note 7 for additional details.
Note 14. Commitments and Contingencies
Legal Proceedings
There are various claims and pending legal actions against or indirectly involving us, incidental to and arising out of the ordinary course of the business. In the opinion of management, based upon information currently available, the ultimate liability with respect to these proceedings and claims will not materially affect our consolidated results of operations or financial position.
Note 15. Supplemental Cash Flow Information

| Three Quarters Ended
| September 24, 2025 |  | September 25, 2024
| (In thousands)
Income taxes paid, net | $ | 2,689 |  |  | $ | 4,344 |
Interest paid | $ | 12,845 |  |  | $ | 12,469 |
Noncash investing and financing activities: |  |  |
Restaurant acquisition payable | $ | 284 |  |  | $ | — |
Accrued purchase of property | $ | 125 |  |  | $ | 513 |
Issuance of common stock, pursuant to share-based compensation plans | $ | 2,400 |  |  | $ | 3,815 |
Execution of finance leases | $ | 214 |  |  | $ | 1,514 |
Treasury stock excise tax payable | $ | — |  |  | $ | 528 |
Receivables included in acquisition of restaurants | $ | 224 |  |  | $ | — |

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Note 16. Segment Information
We manage our business by brand and as a result have identified two operating segments, Denny’s and Keke’s. In addition, we have identified Denny’s as a reportable segment. The Denny’s reportable segment includes the results of all company and franchised and licensed Denny’s restaurants. Our Keke’s operating segment, which includes the results of all company and franchised Keke's restaurants, is included in Other.
The primary sources of revenues for all operating segments are the sale of food and beverages at our company restaurants and the collection of royalties, advertising revenue, initial and other fees, including occupancy revenue, from restaurants operated by our franchisees. We do not rely on any major customer as a source of sales and the customers and assets of all operating segments are located predominantly in the United States. There are no material transactions between segments.
Management’s measure of segment income is restaurant-level operating margin. The Company defines restaurant-level operating margin as operating income excluding the following four items: general and administrative expenses, depreciation and amortization, goodwill impairment charges and operating (gains), losses and other charges, net. The Company excludes general and administrative expenses, which include primarily non restaurant-level costs associated with the support of company and franchised restaurants and other activities at their corporate office. The Company excludes depreciation and amortization expense, substantially all of which is related to company restaurant-level assets, because such expenses represent historical sunk costs which do not reflect current cash outlays for the restaurants. The Company excludes goodwill impairment charges and operating (gains), losses and other charges, net, to provide a clearer perspective of its ongoing operating performance and more relevant comparison to prior period results. The Company's chief operating decision maker (“CODM”) is our Chief Executive Officer. Restaurant-level operating margin is used by our CODM to evaluate restaurant-level operating efficiency and performance and make key operating decisions.
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The following tables present revenues by segment and a reconciliation of restaurant-level operating margin to net income:

| Quarter Ended September 24, 2025 |  | Three Quarters Ended September 24, 2025
| Denny's |  | Other |  | Total |  | Denny's |  | Other |  | Total
Revenues | (In thousands) |  | (In thousands)
Company restaurant sales | $ | 47,567 |  |  | $ | 9,808 |  |  | $ | 57,375 |  |  | $ | 141,747 |  |  | $ | 27,923 |  |  | $ | 169,670 |
Franchise and license revenue: |  |  |  |  |  |  |  |  |  |  |
Royalties | 26,552 |  |  | 1,193 |  |  | 27,745 |  |  | 81,056 |  |  | 3,617 |  |  | 84,673 |
Advertising revenue | 18,158 |  |  | 446 |  |  | 18,604 |  |  | 55,825 |  |  | 1,342 |  |  | 57,167 |
Initial and other fees | 1,697 |  |  | 75 |  |  | 1,772 |  |  | 7,168 |  |  | 282 |  |  | 7,450 |
Occupancy revenue | 7,583 |  |  | 165 |  |  | 7,748 |  |  | 23,347 |  |  | 231 |  |  | 23,578 |
Total franchise and license revenue | 53,990 |  |  | 1,879 |  |  | 55,869 |  |  | 167,396 |  |  | 5,472 |  |  | 172,868 |
Total operating revenue | 101,557 |  |  | 11,687 |  |  | 113,244 |  |  | 309,143 |  |  | 33,395 |  |  | 342,538 |
Cost and expenses |  |  |  |  |  |  |  |  |  |  |
Costs of company restaurant sales, excluding depreciation and amortization: |  |  |  |  |  |  |  |  |  |  |
Product costs | 11,814 |  |  | 2,809 |  |  | 14,623 |  |  | 35,834 |  |  | 8,086 |  |  | 43,920 |
Payroll and benefits | 17,437 |  |  | 4,261 |  |  | 21,698 |  |  | 53,101 |  |  | 11,562 |  |  | 64,663 |
Occupancy costs | 4,247 |  |  | 1,235 |  |  | 5,482 |  |  | 12,153 |  |  | 3,569 |  |  | 15,722 |
Other operating expenses: |  |  |  |  |  |  |  |  |  |  |
Utilities | 1,752 |  |  | 385 |  |  | 2,137 |  |  | 4,727 |  |  | 933 |  |  | 5,660 |
Repairs and maintenance | 700 |  |  | 99 |  |  | 799 |  |  | 2,206 |  |  | 276 |  |  | 2,482 |
Marketing | 1,762 |  |  | 275 |  |  | 2,037 |  |  | 5,660 |  |  | 791 |  |  | 6,451 |
Legal settlements | 323 |  |  | 7 |  |  | 330 |  |  | 1,130 |  |  | (4) |  |  | 1,126 |
Pre-opening costs | — |  |  | 473 |  |  | 473 |  |  | — |  |  | 1,827 |  |  | 1,827 |
Other direct costs | 1,788 |  |  | 803 |  |  | 2,591 |  |  | 8,356 |  |  | 2,333 |  |  | 10,689 |
Total costs of company restaurant sales, excluding depreciation and amortization | 39,823 |  |  | 10,347 |  |  | 50,170 |  |  | 123,167 |  |  | 29,373 |  |  | 152,540 |
Costs of franchise and license revenue, excluding depreciation and amortization: |  |  |  |  |  |  |  |  |  |  |
Advertising costs | 18,158 |  |  | 446 |  |  | 18,604 |  |  | 55,825 |  |  | 1,342 |  |  | 57,167 |
Occupancy costs | 4,734 |  |  | 163 |  |  | 4,897 |  |  | 14,473 |  |  | 229 |  |  | 14,702 |
Other direct costs | 3,067 |  |  | 240 |  |  | 3,307 |  |  | 11,587 |  |  | 923 |  |  | 12,510 |
Total costs of franchise and license revenue, excluding depreciation and amortization | 25,959 |  |  | 849 |  |  | 26,808 |  |  | 81,885 |  |  | 2,494 |  |  | 84,379 |
Total restaurant-level operating margin | 35,775 |  |  | 491 |  |  | 36,266 |  |  | 104,091 |  |  | 1,528 |  |  | 105,619 |
Reconciliation of restaurant-level operating margin to net income |  |  |  |  |  |  |  |  |  |  |
General and administrative expenses |  |  |  |  | 22,567 |  |  |  |  |  |  | 64,042 |
Depreciation and amortization |  |  |  |  | 4,434 |  |  |  |  |  |  | 12,919 |
Operating (gains), losses and other charges, net |  |  |  |  | (1,129) |  |  |  |  |  |  | 4,482 |
Total other operating expenses |  |  |  |  | 25,872 |  |  |  |  |  |  | 81,443 |
Operating income |  |  |  |  | 10,394 |  |  |  |  |  |  | 24,176 |
Interest expense, net |  |  |  |  | 5,318 |  |  |  |  |  |  | 15,120 |
Other nonoperating expense, net |  |  |  |  | 3,137 |  |  |  |  |  |  | 2,736 |
Income before income taxes |  |  |  |  | 1,939 |  |  |  |  |  |  | 6,320 |
Provision for income taxes |  |  |  |  | 1,307 |  |  |  |  |  |  | 2,892 |
Net income |  |  |  |  | $ | 632 |  |  |  |  |  |  | $ | 3,428 |

21

| Quarter Ended September 25, 2024 |  | Three Quarters Ended September 25, 2024
| Denny's |  | Other |  | Total |  | Denny's |  | Other |  | Total
Revenues | (In thousands) |  | (In thousands)
Company restaurant sales | $ | 48,046 |  |  | $ | 4,655 |  |  | $ | 52,701 |  |  | $ | 145,770 |  |  | $ | 13,621 |  |  | $ | 159,391 |
Franchise and license revenue: |  |  |  |  |  |  |  |  |  |  |
Royalties | 27,931 |  |  | 1,170 |  |  | 29,101 |  |  | 84,761 |  |  | 3,660 |  |  | 88,421 |
Advertising revenue | 19,741 |  |  | 431 |  |  | 20,172 |  |  | 57,760 |  |  | 1,338 |  |  | 59,098 |
Initial and other fees | 1,534 |  |  | 105 |  |  | 1,639 |  |  | 5,646 |  |  | 257 |  |  | 5,903 |
Occupancy revenue | 8,113 |  |  | 33 |  |  | 8,146 |  |  | 24,791 |  |  | 56 |  |  | 24,847 |
Total franchise and license revenue | 57,319 |  |  | 1,739 |  |  | 59,058 |  |  | 172,958 |  |  | 5,311 |  |  | 178,269 |
Total operating revenue | 105,365 |  |  | 6,394 |  |  | 111,759 |  |  | 318,728 |  |  | 18,932 |  |  | 337,660 |
Cost and expenses |  |  |  |  |  |  |  |  |  |  |
Costs of company restaurant sales, excluding depreciation and amortization: |  |  |  |  |  |  |  |  |  |  |
Product costs | 12,348 |  |  | 1,263 |  |  | 13,611 |  |  | 36,892 |  |  | 3,662 |  |  | 40,554 |
Payroll and benefits | 17,959 |  |  | 1,879 |  |  | 19,838 |  |  | 54,990 |  |  | 5,815 |  |  | 60,805 |
Occupancy costs | 3,796 |  |  | 647 |  |  | 4,443 |  |  | 11,840 |  |  | 1,847 |  |  | 13,687 |
Other operating expenses: |  |  |  |  |  |  |  |  |  |  |
Utilities | 1,819 |  |  | 140 |  |  | 1,959 |  |  | 4,916 |  |  | 393 |  |  | 5,309 |
Repairs and maintenance | 901 |  |  | 63 |  |  | 964 |  |  | 2,825 |  |  | 152 |  |  | 2,977 |
Marketing | 1,720 |  |  | 139 |  |  | 1,859 |  |  | 4,959 |  |  | 380 |  |  | 5,339 |
Legal settlements | 132 |  |  | 20 |  |  | 152 |  |  | 1,778 |  |  | 31 |  |  | 1,809 |
Pre-opening costs | — |  |  | 209 |  |  | 209 |  |  | — |  |  | 766 |  |  | 766 |
Other direct costs | 3,364 |  |  | 421 |  |  | 3,785 |  |  | 10,012 |  |  | 1,258 |  |  | 11,270 |
Total costs of company restaurant sales, excluding depreciation and amortization | 42,039 |  |  | 4,781 |  |  | 46,820 |  |  | 128,212 |  |  | 14,304 |  |  | 142,516 |
Costs of franchise and license revenue, excluding depreciation and amortization: |  |  |  |  |  |  |  |  |  |  |
Advertising costs | 19,741 |  |  | 431 |  |  | 20,172 |  |  | 57,760 |  |  | 1,338 |  |  | 59,098 |
Occupancy costs | 5,223 |  |  | 33 |  |  | 5,256 |  |  | 15,427 |  |  | 55 |  |  | 15,482 |
Other direct costs | 3,347 |  |  | 224 |  |  | 3,571 |  |  | 14,579 |  |  | 642 |  |  | 15,221 |
Total costs of franchise and license revenue, excluding depreciation and amortization | 28,311 |  |  | 688 |  |  | 28,999 |  |  | 87,766 |  |  | 2,035 |  |  | 89,801 |
Total restaurant-level operating margin | 35,015 |  |  | 925 |  |  | 35,940 |  |  | 102,750 |  |  | 2,593 |  |  | 105,343 |
Reconciliation of restaurant-level operating margin to net income |  |  |  |  |  |  |  |  |  |  |
General and administrative expenses |  |  |  |  | 19,831 |  |  |  |  |  |  | 61,539 |
Depreciation and amortization |  |  |  |  | 3,622 |  |  |  |  |  |  | 10,938 |
Goodwill impairment charges |  |  |  |  | — |  |  |  |  |  |  | 20 |
Operating (gains), losses and other charges, net |  |  |  |  | 746 |  |  |  |  |  |  | 1,984 |
Total other operating expenses |  |  |  |  | 24,199 |  |  |  |  |  |  | 74,481 |
Operating income |  |  |  |  | 11,741 |  |  |  |  |  |  | 30,862 |
Interest expense, net |  |  |  |  | 4,571 |  |  |  |  |  |  | 13,564 |
Other nonoperating income, net |  |  |  |  | (824) |  |  |  |  |  |  | (1,685) |
Income before income taxes |  |  |  |  | 7,994 |  |  |  |  |  |  | 18,983 |
Provision for income taxes |  |  |  |  | 1,478 |  |  |  |  |  |  | 4,208 |
Net income |  |  |  |  | $ | 6,516 |  |  |  |  |  |  | $ | 14,775 |

22

| September 24, 2025 |  | December 25, 2024
Segment assets: | (In thousands)
Denny’s | $ | 322,819 |  |  | $ | 344,986 |
Other | 180,099 |  |  | 151,288 |
Total assets | $ | 502,918 |  |  | $ | 496,274 |

Note 17. Subsequent Event
Agreement and Plan of Merger
On November 3, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), made by and among Sparkle Topco Corp., a Delaware corporation (“Parent”); Sparkle Acquisition Corp., a Delaware corporation and a wholly owned, indirect subsidiary of Parent (“Merger Sub”); and the Company. On the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Surviving Corporation”). In the Merger, each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger (other than (i) shares owned directly by the Company (or any wholly owned Subsidiary of the Company), Parent, Merger Sub or any of their respective Affiliates immediately prior to the Effective Time of the Merger, which shall be cancelled and retired and shall cease to exist, and no consideration delivered in exchange for such cancellation and retirement, and (ii) shares outstanding immediately prior to the Effective Time of the Merger and held by a holder who has neither voted in favor of the Merger nor consented thereto in writing and who is entitled to demand, and has properly demanded, appraisal for such shares in accordance with, and who complies in all respects with, Section 262 of the Delaware General Corporation Law in respect of such shares) shall be converted into the right to receive cash in the amount of $6.25 per share, without interest, less any required withholding taxes. Restricted stock units of the Company, including deferred stock units, with respect to shares of common stock issued under a Company equity plan that are at the time of determination, subject to vesting or forfeiture based solely only on criteria related to continued service or employment (“Company RSUs”) outstanding immediately before the effective time of the Merger shall, automatically and without any action on the part of the Company, Parent or the holder thereof, be cancelled and terminated and converted into the right to receive from the Surviving Corporation 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 common stock underlying such Company RSU, by (y) $6.25. Restricted stock units of the Company with respect to shares of common stock issued under a Company equity plan that are at the time of determination, subject to conditions of vesting or forfeiture that are based on performance criteria (“Company PSUs”) outstanding immediately before the effective time of the Merger shall, automatically and without any action on the part of the Company, Parent or the holder thereof, be cancelled and terminated and converted into the right to receive from the Surviving Corporation 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 common stock underlying such Company PSUs (with such number of shares of common stock determined in accordance with the terms of the applicable award agreement pursuant to which such Company PSU was granted, as contemplated by the Merger Agreement, by (y) $6.25.
The respective obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of certain customary conditions, including the approval of the Merger Agreement by our stockholders, the absence of any legal prohibitions against the Merger by a governmental authority of competent jurisdiction and the accuracy of the representations and warranties of the parties set forth in the Merger Agreement, subject in most cases to “material adverse effect” qualifications. Additionally, each of the parties shall have performed in all material respects all obligations required to be performed by such party. Stockholder approval of the Merger Agreement requires approval by holders of a majority of the outstanding shares of common stock entitled to vote thereon.
The transaction is expected to close during the first quarter of calendar year 2026.
23

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with our consolidated financial statements and the notes thereto that appear elsewhere in this report and the MD&A contained in our Annual Report on Form 10-K for the fiscal year ended December 25, 2024.
Forward-Looking Statements
This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company urges caution in considering its current trends and any outlook on its operations and financial results disclosed in this report. In addition, certain matters discussed in this report may constitute forward-looking statements. These forward-looking statements, which reflect management's best judgment based on factors currently known, are intended to speak only as of the date such statements are made and involve risks, uncertainties, and other factors that may cause the actual performance of Denny’s Corporation, its subsidiaries, and underlying restaurants to be materially different from the performance indicated or implied by such statements. Words such as “expect”, “anticipate”, “believe”, “intend”, “plan”, “hope”, "will" and variations of such words and similar expressions are intended to identify such forward-looking statements. Except as may be required by law, the Company expressly disclaims any obligation to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events. Factors that could cause actual performance to differ materially from the performance indicated by these forward-looking statements include, among others: economic, public health and political conditions that impact consumer confidence and spending; commodity and labor inflation; the impacts of tariffs, particularly as it relates to product and equipment costs; the ability to effectively staff restaurants and support personnel; our ability to maintain adequate levels of liquidity for our cash needs, including debt obligations, payment of dividends, share repurchases and capital expenditures as well as the ability of our customers, suppliers, franchisees and lenders to access sources of liquidity to provide for their own cash needs; competitive pressures from within the restaurant industry; the level of success of our operating initiatives and advertising and promotional efforts; the potential impacts of activist stockholder actions or tactics; adverse publicity; health concerns arising from food-related pandemics, outbreaks of flu viruses, or other diseases; changes in business strategy or development plans; terms and availability of capital; regional weather conditions; overall changes in the general economy (including with regard to energy costs), particularly at the retail level; political environment and geopolitical events (including acts of war and terrorism); and other factors from time to time set forth in the Company’s SEC reports and other filings, including but not limited to the discussion in Management’s Discussion and Analysis and the risks identified in Item 1A. Risk Factors contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2024 and in the Company's subsequent quarterly reports on Form 10-Q.
Overview
We manage our business by brand and as a result have identified two operating segments, Denny’s and Keke’s. As of September 24, 2025, the Denny's brand consisted of 1,459 restaurants, 1,397 of which were franchised/licensed restaurants and 62 of which were company operated. At September 24, 2025, the Keke's brand consisted of 78 restaurants, 55 of which were franchised restaurants and 23 of which were company operated.
In addition, we have identified Denny’s as a reportable segment. The Denny’s reportable segment includes the results of all company and franchised and licensed Denny’s restaurants. Total revenues at Keke’s for the year-to-date period ended September 24, 2025 represented less than 10% of total consolidated revenues. Therefore, the Keke’s operating segment is included in Other for segment reporting purposes.
24

Statements of Income
The following table contains information derived from our Consolidated Statements of Income expressed as a percentage of total operating revenue, except as noted below. Percentages presented in the tables and throughout this MD&A may not sum due to rounding.

| Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
| (In thousands)
Revenue: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Company restaurant sales | $ | 57,375 |  |  | 50.7 | % |  | $ | 52,701 |  |  | 47.2 | % |  | $ | 169,670 |  |  | 49.5 | % |  | $ | 159,391 |  |  | 47.2 | %
Franchise and license revenue | 55,869 |  |  | 49.3 | % |  | 59,058 |  |  | 52.8 | % |  | 172,868 |  |  | 50.5 | % |  | 178,269 |  |  | 52.8 | %
Total operating revenue | 113,244 |  |  | 100.0 | % |  | 111,759 |  |  | 100.0 | % |  | 342,538 |  |  | 100.0 | % |  | 337,660 |  |  | 100.0 | %
Costs of company restaurant sales, excluding depreciation and amortization (a): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Product costs | 14,623 |  |  | 25.5 | % |  | 13,611 |  |  | 25.8 | % |  | 43,920 |  |  | 25.9 | % |  | 40,554 |  |  | 25.4 | %
Payroll and benefits | 21,698 |  |  | 37.8 | % |  | 19,838 |  |  | 37.6 | % |  | 64,663 |  |  | 38.1 | % |  | 60,805 |  |  | 38.1 | %
Occupancy | 5,482 |  |  | 9.6 | % |  | 4,443 |  |  | 8.4 | % |  | 15,722 |  |  | 9.3 | % |  | 13,687 |  |  | 8.6 | %
Other operating expenses | 8,367 |  |  | 14.6 | % |  | 8,928 |  |  | 16.9 | % |  | 28,235 |  |  | 16.6 | % |  | 27,470 |  |  | 17.2 | %
Total costs of company restaurant sales, excluding depreciation and amortization | 50,170 |  |  | 87.4 | % |  | 46,820 |  |  | 88.8 | % |  | 152,540 |  |  | 89.9 | % |  | 142,516 |  |  | 89.4 | %
Costs of franchise and license revenue, excluding depreciation and amortization (a) | 26,808 |  |  | 48.0 | % |  | 28,999 |  |  | 49.1 | % |  | 84,379 |  |  | 48.8 | % |  | 89,801 |  |  | 50.4 | %
General and administrative expenses | 22,567 |  |  | 19.9 | % |  | 19,831 |  |  | 17.7 | % |  | 64,042 |  |  | 18.7 | % |  | 61,539 |  |  | 18.2 | %
Depreciation and amortization | 4,434 |  |  | 3.9 | % |  | 3,622 |  |  | 3.2 | % |  | 12,919 |  |  | 3.8 | % |  | 10,938 |  |  | 3.2 | %
Goodwill impairment charges | — |  |  | 0.0 | % |  | — |  |  | 0.0 | % |  | — |  |  | 0.0 | % |  | 20 |  |  | 0.0 | %
Operating (gains), losses and other charges, net | (1,129) |  |  | (1.0) | % |  | 746 |  |  | 0.7 | % |  | 4,482 |  |  | 1.3 | % |  | 1,984 |  |  | 0.6 | %
Total operating costs and expenses, net | 102,850 |  |  | 90.8 | % |  | 100,018 |  |  | 89.5 | % |  | 318,362 |  |  | 92.9 | % |  | 306,798 |  |  | 90.9 | %
Operating income | 10,394 |  |  | 9.2 | % |  | 11,741 |  |  | 10.5 | % |  | 24,176 |  |  | 7.1 | % |  | 30,862 |  |  | 9.1 | %
Interest expense, net | 5,318 |  |  | 4.7 | % |  | 4,571 |  |  | 4.1 | % |  | 15,120 |  |  | 4.4 | % |  | 13,564 |  |  | 4.0 | %
Other nonoperating expense (income), net | 3,137 |  |  | 2.8 | % |  | (824) |  |  | (0.7) | % |  | 2,736 |  |  | 0.8 | % |  | (1,685) |  |  | (0.5) | %
Income before income taxes | 1,939 |  |  | 1.7 | % |  | 7,994 |  |  | 7.2 | % |  | 6,320 |  |  | 1.8 | % |  | 18,983 |  |  | 5.6 | %
Provision for income taxes | 1,307 |  |  | 1.2 | % |  | 1,478 |  |  | 1.3 | % |  | 2,892 |  |  | 0.8 | % |  | 4,208 |  |  | 1.2 | %
Net income | $ | 632 |  |  | 0.6 | % |  | $ | 6,516 |  |  | 5.8 | % |  | $ | 3,428 |  |  | 1.0 | % |  | $ | 14,775 |  |  | 4.4 | %

(a)Costs of company restaurant sales percentages are as a percentage of company restaurant sales. Costs of franchise and license revenue percentages are as a percentage of franchise and license revenue. All other percentages are as a percentage of total operating revenue.
25

Statistical Data | Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
| (Dollars in thousands)
Denny's |  |  |  |  |  |  |
Company average unit sales | $765 |  | $771 |  | $2,312 |  | $2,288
Franchise average unit sales | $463 |  | $465 |  | $1,393 |  | $1,395
Company equivalent units (a) | 62 |  | 62 |  | 61 |  | 63
Franchise equivalent units (a) | 1,411 |  | 1,470 |  | 1,424 |  | 1,485
Company same-store sales decrease vs. prior year (b)(c) | (1.4)% |  | (0.4)% |  | (0.8)% |  | (2.0)%
Domestic franchise same-store sales decrease vs. prior year (b)(c) | (3.0)% |  | (0.1)% |  | (2.5)% |  | (0.6)%
Keke's |  |  |  |  |  |  |
Company average unit sales | $432 |  | $423 |  | $1,278 |  | $1,323
Franchise average unit sales | $441 |  | $439 |  | $1,431 |  | $1,368
Company equivalent units (a) | 23 |  | 11 |  | 22 |  | 10
Franchise equivalent units (a) | 54 |  | 50 |  | 49 |  | 50
Company same-store sales increase (decrease) vs. prior year (b)(c) | 5.2% |  | (1.7)% |  | 2.9% |  | (2.4)%
Franchise same-store sales increase (decrease) vs. prior year (b)(c) | 0.2% |  | (0.9)% |  | 2.8% |  | (3.2)%

(a)Equivalent units are calculated as the weighted average number of units in operation during a defined time period.
(b)Same-restaurant sales include sales from company restaurants or non-consolidated franchised and licensed restaurants that were open during the comparable periods noted.
(c)Prior year amounts have not been restated for 2025 comparable units.

Unit Activity | Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
Denny's |  |  |  |  |  |  |
Company restaurants, beginning of period | 62 |  |  | 64 |  |  | 61 |  |  | 65 |
Units acquired from franchisees | — |  |  | — |  |  | 1 |  |  | — |
Units sold to franchisees | — |  |  | (3) |  |  | — |  |  | (3) |
Units closed | — |  |  | — |  |  | — |  |  | (1) |
End of period | 62 |  |  | 61 |  |  | 62 |  |  | 61 |
Franchised and licensed restaurants, beginning of period | 1,422 |  |  | 1,477 |  |  | 1,438 |  |  | 1,508 |
Units opened | 1 |  |  | 2 |  |  | 10 |  |  | 10 |
Units purchased from Company | — |  |  | 3 |  |  | — |  |  | 3 |
Units acquired by Company | — |  |  | — |  |  | (1) |  |  | — |
Units closed | (26) |  |  | (18) |  |  | (50) |  |  | (57) |
End of period | 1,397 |  |  | 1,464 |  |  | 1,397 |  |  | 1,464 |
Total restaurants, end of period | 1,459 |  |  | 1,525 |  |  | 1,459 |  |  | 1,525 |

26

| Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
Keke's |  |  |  |  |  |  |
Company restaurants, beginning of period | 22 |  |  | 11 |  |  | 14 |  |  | 8 |
Units opened | 1 |  |  | — |  |  | 7 |  |  | 4 |
Units acquired from franchisees | — |  |  | — |  |  | 5 |  |  | — |
Units sold to franchisees | — |  |  | — |  |  | (3) |  |  | (1) |
End of period | 23 |  |  | 11 |  |  | 23 |  |  | 11 |
Franchised restaurants, beginning of period | 52 |  |  | 51 |  |  | 55 |  |  | 50 |
Units opened | 3 |  |  | — |  |  | 8 |  |  | — |
Units purchased from Company | — |  |  | — |  |  | 3 |  |  | 1 |
Units acquired by Company | — |  |  | — |  |  | (5) |  |  | — |
Units closed | — |  |  | (1) |  |  | (6) |  |  | (1) |
End of period | 55 |  |  | 50 |  |  | 55 |  |  | 50 |
Total restaurants, end of period | 78 |  |  | 61 |  |  | 78 |  |  | 61 |

Company Restaurant Operations
Company restaurant sales increased $4.7 million, or 8.9%, for the quarter ended September 24, 2025 and $10.3 million, or 6.4%, year-to-date compared to the prior year periods, primarily resulting from a Keke's 12 equivalent unit increase for the current quarter and year-to-date periods compared to the prior year periods and an increase in Keke's same-store sales of 5.2% for the current quarter and 2.9% year-to-date compared to the prior year periods. The increases in company restaurant sales were partially offset by a Denny's two equivalent unit decrease for the year-to-date period compared to the prior year period and a decrease in Denny's same-store sales of 1.4% for the current quarter and 0.8% year-to-date periods compared to the prior year periods.
Total costs of company restaurant sales as a percentage of company restaurant sales were 87.4% for the quarter ended September 24, 2025 and 89.9% year-to-date compared to 88.8% and 89.4% for the prior year periods, respectively.
Product costs as a percentage of company restaurant sales were 25.5% for the quarter ended September 24, 2025 and 25.9% year-to-date compared to 25.8% and 25.4% for the prior year periods, respectively. The current quarter decrease as a percentage of company restaurant sales was primarily due to increased prices, partially offset by higher commodity costs. The year-to-date increase as a percentage of company restaurant sales was primarily due to higher commodity costs, partially offset by increased prices.
Payroll and benefits as a percentage of company restaurant sales were 37.8% for the quarter ended September 24, 2025 and 38.1% year-to-date compared to 37.6% and 38.1% for the prior year periods, respectively.
Occupancy costs as a percentage of company restaurant sales were 9.6% for the quarter ended September 24, 2025 and 9.3% year-to-date compared to 8.4% and 8.6%, respectively, for the prior year periods. The current quarter increase as a percentage of company restaurant sales was primarily due to a 1.0 percentage point increase in rent and property taxes. The year-to-date increase as a percentage of company restaurant sales was primarily due to a 0.9 percentage point increase in rent and property taxes, offset by a 0.2 percentage point decrease in general liability insurance costs resulting from favorable claims development.
27

Other operating expenses consist of the following amounts and percentages of company restaurant sales.

| Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
| (In thousands)
Utilities | $ | 2,137 |  |  | 3.7 | % |  | $ | 1,959 |  |  | 3.7 | % |  | $ | 5,660 |  |  | 3.3 | % |  | $ | 5,309 |  |  | 3.3 | %
Repairs and maintenance | 799 |  |  | 1.4 | % |  | 964 |  |  | 1.8 | % |  | 2,482 |  |  | 1.5 | % |  | 2,977 |  |  | 1.9 | %
Marketing | 2,037 |  |  | 3.6 | % |  | 1,859 |  |  | 3.5 | % |  | 6,451 |  |  | 3.8 | % |  | 5,339 |  |  | 3.3 | %
Legal settlements | 330 |  |  | 0.6 | % |  | 152 |  |  | 0.3 | % |  | 1,126 |  |  | 0.7 | % |  | 1,809 |  |  | 1.1 | %
Pre-opening costs | 473 |  |  | 0.8 | % |  | 209 |  |  | 0.4 | % |  | 1,827 |  |  | 1.1 | % |  | 766 |  |  | 0.5 | %
Other direct costs | 2,591 |  |  | 4.5 | % |  | 3,785 |  |  | 7.2 | % |  | 10,689 |  |  | 6.3 | % |  | 11,270 |  |  | 7.1 | %
Other operating expenses | $ | 8,367 |  |  | 14.6 | % |  | $ | 8,928 |  |  | 16.9 | % |  | $ | 28,235 |  |  | 16.6 | % |  | $ | 27,470 |  |  | 17.2 | %

The current quarter decrease in other operating expenses was primarily due to decreased other direct costs as a result of the collection of $1.5 million related to excess credit card fees charged by Visa and Mastercard between 2004 and 2019. The year-to-date increase in other operating expenses was primarily due to increased marketing at both brands and higher pre-opening costs at Keke's related to new unit openings, partially offset by the $1.5 million collection of excess credit card fees mentioned above and favorable legal settlement costs related to certain claims during the prior period.
Franchise Operations
Franchise and license revenue and costs of franchise and license revenue consisted of the following amounts and percentages of franchise and license revenue for the periods indicated below.

| Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
| (In thousands)
Royalties | $ | 27,745 |  |  | 49.7 | % |  | $ | 29,101 |  |  | 49.3 | % |  | $ | 84,673 |  |  | 49.0 | % |  | $ | 88,421 |  |  | 49.6 | %
Advertising revenue | 18,604 |  |  | 33.3 | % |  | 20,172 |  |  | 34.2 | % |  | 57,167 |  |  | 33.1 | % |  | 59,098 |  |  | 33.2 | %
Initial and other fees | 1,772 |  |  | 3.2 | % |  | 1,639 |  |  | 2.8 | % |  | 7,450 |  |  | 4.3 | % |  | 5,903 |  |  | 3.3 | %
Occupancy revenue | 7,748 |  |  | 13.9 | % |  | 8,146 |  |  | 13.8 | % |  | 23,578 |  |  | 13.6 | % |  | 24,847 |  |  | 13.9 | %
Franchise and license revenue | $ | 55,869 |  |  | 100.0 | % |  | $ | 59,058 |  |  | 100.0 | % |  | $ | 172,868 |  |  | 100.0 | % |  | $ | 178,269 |  |  | 100.0 | %
Advertising costs | $ | 18,604 |  |  | 33.3 | % |  | $ | 20,172 |  |  | 34.2 | % |  | $ | 57,167 |  |  | 33.1 | % |  | $ | 59,098 |  |  | 33.2 | %
Occupancy costs | 4,897 |  |  | 8.8 | % |  | 5,256 |  |  | 8.9 | % |  | 14,702 |  |  | 8.5 | % |  | 15,482 |  |  | 8.7 | %
Other direct franchise costs | 3,307 |  |  | 5.9 | % |  | 3,571 |  |  | 6.0 | % |  | 12,510 |  |  | 7.2 | % |  | 15,221 |  |  | 8.5 | %
Costs of franchise and license revenue | $ | 26,808 |  |  | 48.0 | % |  | $ | 28,999 |  |  | 49.1 | % |  | $ | 84,379 |  |  | 48.8 | % |  | $ | 89,801 |  |  | 50.4 | %

Franchise and license revenue decreased $3.2 million, or 5.4%, for the quarter ended September 24, 2025 and $5.4 million, or 3.0%, year-to-date compared to the prior year periods. Royalties decreased $1.4 million, or 4.7%, and $3.7 million, or 4.2%, for the current quarter and year-to-date periods, respectively, compared to the prior year periods. The decreases in royalties primarily resulted from a decrease of 59 Denny's franchise equivalent units for the current quarter and 61 franchise equivalent units year-to-date compared to the prior year periods, and a decrease in Denny's domestic franchise same-store sales of 3.0% for the current quarter and 2.5% year-to-date as compared to the prior year periods. These decreases were partially offset by increases in Keke's franchise same-store sales of 0.2% for the current quarter and 2.8% year-to-date as compared to the prior year periods.
Advertising revenue decreased $1.6 million, or 7.8%, for the quarter ended September 24, 2025 and $1.9 million, or 3.3%, year-to-date compared to the prior year periods. The decrease in advertising revenue for the current quarter and year-to-date periods primarily resulted from the decrease in Denny's franchise equivalent units and same-store sales noted above. In addition, local advertising co-op contributions decreased by $0.8 million and increased by $0.3 million for the current quarter and year-to-date periods, respectively.
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Initial and other fees increased $0.1 million, or 8.1%, for the quarter ended September 24, 2025 and $1.5 million, or 26.2%, year-to-date compared to the prior year periods. The increase for the year-to-date period ended September 24, 2025 was primarily due to increased revenue of $0.5 million from sales of equipment to franchisees and the collection of a $0.6 million early franchise termination fee.
Occupancy revenue decreased $0.4 million, or 4.9%, for the quarter ended September 24, 2025 and $1.3 million, or 5.1%, year-to-date compared to the prior year periods, primarily due to lease terminations and modifications.
Costs of franchise and license revenue decreased $2.2 million, or 7.6%, for the quarter ended September 24, 2025 and $5.4 million, or 6.0%, year-to-date compared to the prior year periods. Advertising costs decreased $1.6 million, or 7.8%, for the current quarter and decreased $1.9 million, or 3.3%, year-to-date, which corresponds to the related advertising revenue decreases for the current quarter and year-to-date periods noted above. Occupancy costs decreased $0.4 million, or 6.8%, for the current quarter and $0.8 million, or 5.0%, year-to-date compared to the prior year periods, primarily due to lease terminations. Other direct franchise costs decreased $0.3 million, or 7.4%, for the current quarter and $2.7 million, or 17.8%, year-to-date compared to the prior year periods. The decrease in other direct franchise costs for the the year-to-date period was primarily due to a $2.6 million distribution to franchisees related to a review of advertising costs in the prior year periods. As a result of the changes in franchise and license revenue discussed above, costs of franchise and license revenue decreased to 48.0% and 48.8% of franchise and license revenue for the quarter and year-to-date periods ended September 24, 2025, respectively, from 49.1% and 50.4% for the prior year periods, respectively.
Other Operating Costs and Expenses
Other operating costs and expenses such as general and administrative expenses and depreciation and amortization expense relate to both company and franchise operations.
General and administrative expenses consisted of the following:

| Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
| (In thousands)
Corporate administrative expenses | $ | 15,516 |  |  | $ | 15,875 |  |  | $ | 45,986 |  |  | $ | 46,843 |
Share-based compensation | 3,249 |  |  | 3,006 |  |  | 9,016 |  |  | 8,406 |
Incentive compensation | 2,028 |  |  | 447 |  |  | 7,044 |  |  | 4,868 |
Deferred compensation valuation adjustments | 682 |  |  | 503 |  |  | 904 |  |  | 1,422 |
Transaction costs | 1,092 |  |  | — |  |  | 1,092 |  |  | — |
Total general and administrative expenses | $ | 22,567 |  |  | $ | 19,831 |  |  | $ | 64,042 |  |  | $ | 61,539 |

Total general and administrative expenses increased $2.7 million, or 13.8%, for the quarter ended September 24, 2025 and increased $2.5 million, or 4.1%, year-to-date compared to the prior year periods.
Corporate administrative expenses decreased $0.4 million for the quarter and $0.9 million for the year-to-date period, due to the impact of headcount reductions during the year. Share-based compensation increased by $0.2 million for the quarter and $0.6 million for the year-to-date period. The increases for both periods were primarily due to plan performance adjustments in the prior year. Incentive compensation increased by $1.6 million for the quarter and $2.2 million for the year-to-date period. The changes in incentive compensation for both periods primarily resulted from our performance against plan metrics. Changes in deferred compensation valuation adjustments have offsetting gains or losses on the underlying nonqualified deferred plan investments included as a component of other nonoperating income, net, for the corresponding periods. Transaction costs for the quarter and year-to-date periods ended September 24, 2025 include $1.1 million of costs incurred by the Company related to the proposed merger of the Company. See Note 17 to our unaudited consolidated financial statements set forth in Part I, Item 1 of this report.
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Depreciation and amortization consisted of the following:

| Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
| (In thousands)
Depreciation of property and equipment | $ | 3,596 |  |  | $ | 2,752 |  |  | $ | 10,411 |  |  | $ | 8,230 |
Amortization of finance lease ROU assets | 287 |  |  | 319 |  |  | 894 |  |  | 1,019 |
Amortization of intangible and other assets | 551 |  |  | 551 |  |  | 1,614 |  |  | 1,689 |
Total depreciation and amortization expense | $ | 4,434 |  |  | $ | 3,622 |  |  | $ | 12,919 |  |  | $ | 10,938 |

The increases in total depreciation and amortization expense for the quarter and year-to-date periods ended September 24, 2025 were primarily due to new Keke's units.
Operating (gains), losses and other charges, net consisted of the following:

| Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
| (In thousands)
(Gains) losses on sales of assets and other, net | $ | (1,400) |  |  | $ | 6 |  |  | $ | (2,717) |  |  | $ | (88) |
Impairment charges | — |  |  | 78 |  |  | 3,265 |  |  | 792 |
Restructuring charges and exit costs | 271 |  |  | 662 |  |  | 3,934 |  |  | 1,280 |
Operating (gains), losses and other charges, net | $ | (1,129) |  |  | $ | 746 |  |  | $ | 4,482 |  |  | $ | 1,984 |

(Gains) losses on sales of assets and other, net for the quarter and year-to-date periods ended September 24, 2025 and September 25, 2024 were primarily related to the sales of real estate and restaurants.
We recorded impairment charges of $3.3 million for the year-to-date period ended September 24, 2025, primarily related to closed franchise restaurants and the relocation of certain support functions.
Restructuring charges and exit costs consisted of the following:

| Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
| (In thousands)
Exit costs | $ | 29 |  |  | $ | 231 |  |  | $ | 78 |  |  | $ | 322 |
Severance and other restructuring charges | 242 |  |  | 431 |  |  | 3,856 |  |  | 958 |
Total restructuring and exit costs | $ | 271 |  |  | $ | 662 |  |  | $ | 3,934 |  |  | $ | 1,280 |

Severance and other restructuring charges for the quarter and year-to-date periods ended September 24, 2025 primarily consisted of severance costs resulting from the elimination of two positions during the quarter and 68 positions year-to-date, as part of a cost savings initiative.
Operating income was $10.4 million for the quarter ended September 24, 2025 and $24.2 million year-to-date compared to $11.7 million and $30.9 million, respectively, for the prior year periods.
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Interest expense, net consisted of the following:

| Quarter Ended |  | Three Quarters Ended
| September 24, 2025 |  | September 25, 2024 |  | September 24, 2025 |  | September 25, 2024
| (In thousands)
Interest on credit facility | $ | 4,547 |  |  | $ | 5,158 |  |  | $ | 13,760 |  |  | $ | 15,382 |
Interest income on interest rate swaps | (852) |  |  | (1,582) |  |  | (2,767) |  |  | (4,626) |
Interest on finance lease liabilities | 451 |  |  | 495 |  |  | 1,384 |  |  | 1,501 |
Letters of credit and other fees | 166 |  |  | 199 |  |  | 380 |  |  | 510 |
Interest income | (67) |  |  | (51) |  |  | (167) |  |  | (183) |
Total cash interest, net | 4,245 |  |  | 4,219 |  |  | 12,590 |  |  | 12,584 |
Amortization of deferred financing costs | 160 |  |  | 159 |  |  | 478 |  |  | 477 |
Amortization of interest rate swap losses | 913 |  |  | 193 |  |  | 2,051 |  |  | 502 |
Interest accretion on other liabilities | — |  |  | — |  |  | 1 |  |  | 1 |
Total interest expense, net | $ | 5,318 |  |  | $ | 4,571 |  |  | $ | 15,120 |  |  | $ | 13,564 |

Interest expense, net increased $0.7 million and $1.6 million for the quarter and year-to-date periods ended September 24, 2025, respectively, compared to the prior year periods primarily due to increases in amortization of interest rate swap losses. We expect to amortize $4.6 million from accumulated other comprehensive loss, net to interest expense, net related to dedesignated interest rate swaps during the next 12 months.
Other nonoperating expense (income), net increased $4.0 million and $4.4 million for the quarter and year-to-date periods ended September 24, 2025, respectively, compared to the prior year periods. The increases for the quarter and year-to-date periods ended September 24, 2025 were primarily due to $3.7 million of debt issuance costs related to a debt issuance no longer considered probable of occurring as a result of the proposed merger of the Company. See Note 17 to our unaudited consolidated financial statements set forth in Part I, Item 1 of this report.
Provision for income taxes was $1.3 million for the quarter ended September 24, 2025 and $2.9 million year-to-date compared to $1.5 million and $4.2 million, respectively, for the prior year periods. The effective tax rate was 67.4% for the current quarter and 45.8% year-to-date, compared to 18.5% and 22.2% for the prior year periods, respectively. The effective income tax rate for the quarter and year-to-date periods ended September 24, 2025 included discrete items relating to share-based compensation of 9.3% and 10.8%, respectively. The effective income tax rate for the year-to-date period ended September 25, 2024 included discrete items relating to share-based compensation of 0.1%. We expect the 2025 fiscal year effective tax rate to be between 25% and 29%. The annual effective tax rate cannot be determined until the end of the fiscal year; therefore, the actual rate could differ from our current estimates.
On July 4, 2025, H.R. 1, the budget bill known as the One Big Beautiful Bill Act ("OBBBA") was enacted. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Provisions effective in 2025 have been reflected in the quarter ended September 24, 2025. We currently expect a beneficial cash flow impact in fiscal 2025 from the enhanced expensing provisions. The OBBBA does not materially impact our effective tax rate in fiscal year 2025.
Net income was $0.6 million for the quarter ended September 24, 2025 and $3.4 million year-to-date compared to $6.5 million and $14.8 million for the prior year periods, respectively.
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Liquidity and Capital Resources
Our primary sources of liquidity and capital resources are cash generated from operations and borrowings under our credit facility (as described below). Historically, our principal uses of cash are operating expenses, capital expenditures, and the repurchase of shares of our common stock.
The following table presents a summary of our sources and uses of cash and cash equivalents for the periods indicated:

| Three Quarters Ended
| September 24, 2025 |  | September 25, 2024
| (In thousands)
Net cash provided by operating activities | $ | 30,342 |  |  | $ | 20,947 |
Net cash used in investing activities | (25,109) |  |  | (17,616) |
Net cash used in financing activities | (4,707) |  |  | (6,758) |
Increase (decrease) in cash and cash equivalents | $ | 526 |  |  | $ | (3,427) |

Net cash flows provided by operating activities were $30.3 million for the year-to-date period ended September 24, 2025 compared to $20.9 million for the year-to-date period ended September 25, 2024. The increase in cash provided by operating activities was primarily related to the timing of payments for accounts payable in the prior year period. We believe that our estimated cash flows from operations, combined with our capacity for additional borrowings under our credit facility and cash on hand, will enable us to meet our anticipated cash requirements and fund capital expenditures over the next 12 months.
Net cash flows used in investing activities were $25.1 million for the year-to-date period ended September 24, 2025. These cash flows included capital expenditures of $25.6 million and acquisitions of restaurants of $4.1 million, partially offset by proceeds from asset sales of $3.5 million and proceeds of investment sales of $1.1 million. Net cash flows used in investing activities were $17.6 million for the year-to-date period ended September 25, 2024. These cash flows included capital expenditures of $17.7 million and investment purchases of $1.5 million, partially offset by proceeds from asset sales of $1.4 million.
Our principal capital requirements have been largely associated with the following:

| Three Quarters Ended
| September 24, 2025 |  | September 25, 2024
| (In thousands)
Facilities | $ | 4,758 |  |  | $ | 5,543 |
New construction | 14,813 |  |  | 7,807 |
Remodeling | 4,414 |  |  | 1,891 |
Information technology | 806 |  |  | 1,376 |
Other | 858 |  |  | 1,093 |
Capital expenditures | $ | 25,649 |  |  | $ | 17,710 |

Net cash flows used in financing activities were $4.7 million for the year-to-date period ended September 24, 2025, including net long-term debt payments of $2.7 million, payments of tax withholding on share-based compensation of $1.0 million, and payments for stock repurchases of $1.7 million, partially offset by net bank overdrafts of $0.7 million. Net cash flows used in financing activities were $6.8 million for the year-to-date period ended September 25, 2024, including cash payments for stock repurchases of $11.3 million and payments of tax withholding on share-based compensation of $1.9 million, partially offset by net long-term debt borrowings of $4.4 million and net bank overdrafts of $1.9 million.
Our working capital deficit was $61.4 million at September 24, 2025 compared to $55.6 million at December 25, 2024. We are able to operate with a substantial working capital deficit because (1) restaurant operations and most food service operations are conducted primarily on a cash (and cash equivalent) basis with a low level of accounts receivable, (2) rapid turnover allows for a limited investment in inventories, and (3) accounts payable for food, beverages and supplies usually becomes due after the receipt of cash from the related sales.
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Credit Facility
As of September 24, 2025, the Company and certain of its subsidiaries had a credit facility consisting of a five-year $400 million senior secured revolver (with a $25 million letter of credit sublimit). The credit facility included an accordion feature that would allow us to increase the size of the facility to $450 million. Borrowings bear a tiered interest rate, which is based on the Company's consolidated leverage ratio. The maturity date for the credit facility was August 26, 2026.
On October 28, 2025, subsequent to the end of the third quarter, we entered into an amendment to our credit facility. As a result of the amendment, the maturity date of the credit facility was extended to January 29, 2027, the accordion feature was removed, and the capacity of the credit facility was reduced to $325 million. Additionally, pursuant to the amended credit facility we are prohibited from paying dividends and making share repurchases, and other general investments are restricted. The credit facility amendment is filed as Exhibit 10.1 to the Current Report on Form 8-K of Denny's Corporation filed with the Securities and Exchange Commission on November 3, 2025.
The credit facility is available for working capital, capital expenditures and other general corporate purposes. The credit facility is guaranteed by the Company and its material subsidiaries and is secured by assets of the Company and its subsidiaries, including the stock of its subsidiaries (other than its insurance captive subsidiary). It includes negative covenants that are usual for facilities and transactions of this type. The credit facility also includes certain financial covenants, including a maximum consolidated leverage ratio of 4.0 times and a minimum consolidated fixed charge coverage ratio of 1.5 times. As of September 24, 2025, our consolidated leverage ratio was 3.98 times and our consolidated fixed charge coverage ratio was 2.07 times. We were in compliance with all financial covenants as of September 24, 2025, and we expect to remain in compliance throughout the remainder of 2025.
As of September 24, 2025, we had outstanding revolver loans of $259.5 million and outstanding letters of credit under the credit facility of $15.9 million. These balances resulted in unused commitments of $124.6 million as of September 24, 2025 under the credit facility.
As of September 24, 2025, borrowings under the credit facility bear interest at a rate of Adjusted Daily Simple SOFR plus 2.25%. Letters of credit under the credit facility bear interest at a rate of 2.38%. The commitment fee, paid on the unused portion of the credit facility, was set to 0.35%.
Prior to considering the impact of our interest rate swaps, described below, the weighted-average interest rate on outstanding revolver loans was 6.73% and 6.98% as of September 24, 2025 and December 25, 2024, respectively. Taking into consideration our interest rate swaps that are designated as cash flow hedges, the weighted-average interest rate of outstanding revolver loans was 5.30% and 5.01% as of September 24, 2025 and December 25, 2024, respectively.
Technology Transformation Initiatives
The Company has committed to investing approximately $4 million toward a new cloud-based restaurant technology platform in domestic franchise restaurants, which will lay the foundation for future technology initiatives to further enhance the guest experience. The rollout is in progress and is expected to continue through 2027.
Critical Accounting Policies and Estimates
For information regarding our Critical Accounting Policies and Estimates, see the "Critical Accounting Policies and Estimates" section in Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 25, 2024.
Implementation of New Accounting Standards
Information regarding the implementation of new accounting standards is incorporated by reference from Note 2 to our unaudited consolidated financial statements set forth in Part I, Item 1 of this report.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We have exposure to interest rate risk related to certain instruments entered into for other than trading purposes. Specifically, as of September 24, 2025, borrowings under our credit facility bear interest at variable rates based on Adjusted Daily Simple SOFR plus 2.25% per annum.
We have receive-variable, pay-fixed interest rate swaps to hedge the forecasted cash flows of our floating rate debt. A summary of our interest rate swaps designated as cash flow hedges as of September 24, 2025 is as follows:

Trade Date |  | Effective Date |  | Maturity Date |  | Notional Amount |  | Fair Value |  | Fixed Rate
|  |  |  |  |  | (In thousands) |  |
October 1, 2015 |  | March 29, 2018 |  | March 31, 2026 |  | $ | 50,000 |  |  | $ | 375 |  |  | 2.37 | %
February 15, 2018 |  | March 31, 2020 |  | December 31, 2033 |  | $ | 192,000 |  | (1) | $ | 8,501 |  |  | 3.09 | %
Total |  |  |  |  |  | $ | 242,000 |  |  | $ | 8,876 |  |  |

(1) The notional amounts of the swaps entered into on February 15, 2018 increase periodically until they reach the maximum notional amount of $335 million on August 31, 2033.
As of September 24, 2025, our swaps effectively increased our ratio of fixed rate debt from 4% of total debt to 93% of total debt. Based on the levels of borrowings under the credit facility at September 24, 2025, if interest rates changed by 100 basis points, our annual cash flow and income before taxes would change by $0.1 million. This computation is determined by considering the impact of hypothetical interest rates on the credit facility at September 24, 2025, taking into consideration the interest rate swaps that will be in effect during the next 12 months. However, the nature and amount of our borrowings may vary as a result of future business requirements, market conditions and other factors.
Depending on market considerations, fluctuations in the fair values of our interest rate swaps could be significant. With the exception of these changes in the fair value of our interest rate swaps and in the levels of borrowings under our credit facility, there have been no material changes in our quantitative and qualitative market risks since the end of the preceding fiscal year. For additional information related to our interest rate swaps, including changes in the fair value, refer to Note 6, Note 7 and Note 13 to our unaudited consolidated financial statements in Part I, Item 1 of this report.
Item 4. Controls and Procedures
As required by Rule 13a-15(b) under the Exchange Act, our management conducted an evaluation (under the supervision and with the participation of our Chief Executive Officer, Kelli F. Valade, and our Executive Vice President and Chief Financial Officer, Robert P. Verostek) as of the end of the period covered by this Quarterly Report on Form 10-Q, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, Ms. Valade and Mr. Verostek each concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) is accumulated and communicated to our management, including Ms. Valade and Mr. Verostek, as appropriate to allow timely decisions regarding required disclosure.
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during our fiscal quarter ended September 24, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Information regarding legal proceedings is incorporated by reference from Note 14 to our unaudited consolidated financial statements set forth in Part I, Item 1 of this report.
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Item 1A. Risk Factors
The Company is supplementing the risk factors set forth in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 25, 2024 (the "Annual Report"). The following risk factor should be read in conjunction with the risk factors disclosed in the Annual Report.
Our business or the value of our common stock could be negatively affected as a result of the actions or tactics of activist stockholders.
We value constructive input from investors and regularly engage in dialogue with our stockholders regarding strategy and performance. The Board of Directors and our management team are committed to acting in the best interests of all of our stockholders. There is no assurance that the actions taken by the Board of Directors and management in seeking to maintain constructive engagement with our stockholders will be successful. Activist stockholders who disagree with our strategy or the way we are managed have sought to effect change, and may seek to effect change in the future, through various strategies. Responding to these actions may be costly and time-consuming, disrupt our operations, divert the attention of our Board of Directors, management and employees, and interfere with our ability to execute our plans and strategies. Any perceived uncertainty as to our future direction resulting from activist strategies could also affect the market price and volatility of our common stock.
On September 15, 2025, a group of stockholders including JCP Investment Partnership, LP (“JCP Partnership”) and Jumana Capital Investments LLC (“Jumana Capital”), and several of their respective affiliates (each, a “Reporting Person” and collectively, the “Reporting Persons”), jointly filed a statement on Schedule 13D (the “Schedule 13D”) with the SEC reporting their beneficial ownership of a substantial number of shares of our common stock. In the Schedule 13D, the Reporting Persons disclosed their intention to engage in discussions with management and our Board of Directors regarding opportunities to enhance stockholder value. Additionally, the Reporting Persons disclosed that they may in the future take such actions with respect to their investment as they deem appropriate including, without limitation, engaging in discussions with our stockholders or third parties, including potential acquirers and service providers, about us and the Reporting Persons' investment, making proposals to the Company concerning changes to our capital allocation strategy, capitalization, ownership structure, including a sale of the Company as a whole or in parts, Board structure (including Board composition) or our operations and engaging in other transactions in our shares, including short selling, hedging or similar transactions.
Although we may engage in discussions with this investor as we do others, there can be no assurance as to the outcome of any conversations that may take place. In addition, actions of activist stockholders may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the quarter ended September 24, 2025, none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
Amendment to Credit Facility
On October 28, 2025, the Company entered into an amendment to its credit facility. As a result of the amendment, the maturity date of the credit facility was extended to January 29, 2027, the accordion feature was removed, and the capacity of the credit facility was reduced to $325 million. Additionally, pursuant to the amended credit facility the Company is prohibited from paying dividends and making share repurchases and other general investments are restricted. The credit facility amendment is filed as Exhibit 10.1 to the Current Report on Form 8-K of Denny's Corporation filed with the Securities and Exchange Commission on November 3, 2025.
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Item 6. Exhibits
The following are included as exhibits to this report:

Exhibit No. |  | Description
10.1 |  | S econd Amendment to Fourth Amended and Restated Credit Agreement, dated as of October 28, 2025, among Denny's, Inc., as the Borrower, Denny's Corporation, as Parent, and certain subsidiaries of Parent, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent on behalf of the Lenders under the Credit Agreement, and the Lenders (incorporat ed by refere nce to Exhibit 10.1 to the Current Report on Form 8-K of Denny's Corporation filed with the Securities and Exchange Commission on November 3, 2025).
31.1 |  | Certification of Kelli F. Valade, Chief Executive Officer of Denny's Corporation, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 |  | Certification of Robert P. Verostek, Executive Vice President and Chief Financial Officer of Denny's Corporation, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 |  | Certification of Kelli F. Valade, Chief Executive Officer of Denny's Corporation, and Robert P. Verostek, Executive Vice President and Chief Financial Officer of Denny's Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS |  | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH |  | Inline XBRL Taxonomy Extension Schema Document
101.CAL |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB |  | Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF |  | Inline XBRL Taxonomy Extension Definition Linkbase Document
104 |  | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|  | DENNY'S CORPORATION |
Date: | November 3, 2025 | By: | /s/ Robert P. Verostek |
|  |  | Robert P. Verostek |
|  |  | Executive Vice President and Chief Financial Officer |
Date: | November 3, 2025 | By: | /s/ Jay C. Gilmore |
|  |  | Jay C. Gilmore |
|  |  | Senior Vice President, Chief Accounting Officer and Corporate Controller |

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