AIRI files S-8 to add 300k shares to 2022 Equity Plan

Q: How many additional AIRI shares are being registered in the 2025 Form S-8?

The filing covers 300,000 additional shares of common stock under the 2022 Equity Incentive Plan.

Q: When was the amendment to AIRI's equity plan approved by shareholders?

Shareholders approved the amendment at the 2024 annual meeting .

Q: What filer status does Air Industries Group report in this S-8?

AIRI identifies as a non-accelerated filer and smaller reporting company .

Q: Which key documents are incorporated by reference into this registration statement?

础滨搁滨鈥檚 2024 Form 10-K, Q1-25 Form 10-Q, multiple 2025 Form 8-Ks, and the 2025 definitive proxy statement are incorporated.

[S-8] DENNY'S CORP Employee Benefit Plan Registration

Filing Impact

(No impact)

Filing Sentiment

(Neutral)

Form Type

S-8

Rhea-AI Filing Summary

Air Industries Group (AIRI) filed a Form S-8 on 31 Jul 2025 to register 300,000 additional shares of common stock for issuance under its 2022 Equity Incentive Plan. The amendment, approved at the 2024 annual meeting, raises the plan鈥檚 share reserve from 350,000 to 650,000.

The company is classified as a non-accelerated filer and smaller reporting company. The filing automatically incorporates by reference 础滨搁滨鈥檚 2024 Form 10-K, Q1-25 Form 10-Q, numerous 2025 Form 8-Ks, and its 2025 definitive proxy, ensuring that all subsequent Exchange Act filings will also be deemed incorporated until the offering is completed or withdrawn.

Key exhibits include: (1) legal opinion from Ellenoff Grossman & Schole LLP, (2) the amended 2022 Equity Incentive Plan, (3) auditor consent from Marcum LLP, and (4) the Rule 457 filing-fee table. Part II outlines Nevada law鈥揵ased indemnification provisions for directors and officers and confirms the company carries D&O insurance. Standard undertakings commit AIRI to file post-effective amendments if material changes arise.

Positive

Strengthened equity reserve ensures AIRI can continue to attract, retain and incentivize employees with stock-based awards approved by shareholders.

Negative

Share count expansion: registering 300,000 extra shares increases the pool of stock that may eventually be issued.

Insights

TL;DR 鈥� Routine S-8 adds 300k shares to equity plan; neutral impact, minor future dilution.

The registration simply implements a shareholder-approved expansion of the 2022 Equity Incentive Plan, bringing the pool to 650k shares. No new financial results or strategic transactions are disclosed, and the plan structure remains unchanged aside from share count. Such filings are common housekeeping to keep option and RSU programs adequately funded. While the additional shares could incrementally expand the share base when issued, the amount is small relative to typical daily volume and requires separate board/comp-committee grant approvals, limiting immediate market impact.

07/31/2025 - 04:31 PM

As filed with the Securities and Exchange Commission on July 31, 2025.

File No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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 Number)
203 East Main Street, Spartanburg, South Carolina		29319-0001
(Address of Principal Executive Offices)		(Zip Code)

Denny’s Corporation Amended and Restated 2021 Omnibus Incentive Plan

(Full title of the plan)

Gail Sharps Myers

Executive Vice President, Chief Legal & Administrative Officer and Corporate Secretary

Denny’s Corporation

203 East Main Street

Spartanburg, South Carolina 29319-0001

(864) 597-8000

(Telephone number, including area code, of agent for service)

with copy to:

Justin W. Chairman, Esq.

Morgan, Lewis & Bockius LLP

2222 Market Street

Philadelphia, PA 19103-3007

(215) 963-5000

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

☑

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Denny’s Corporation (the “Company”) is filing this registration statement on Form S-8 to register the offer and sale of 2,850,000 additional shares of common stock, par value $0.01 (the “Common Stock”), authorized for issuance under the Denny’s Corporation Amended and Restated 2021 Omnibus Incentive Plan (the “Plan”). On April 3, 2025, the Company filed with the Securities and Exchange Commission (the “Commission”) a definitive proxy statement that included a proposal to approve the Plan, as amended and restated, to, among other things, increase the number of shares available for issuance under the Plan by 2,850,000 shares of Common Stock. The proposal to amend and restate the Plan was approved by the Company’s stockholders on May 14, 2025.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

(a) The documents constituting Part I of this registration statement will be sent or given to participants in the Denny’s Corporation Amended and Restated 2021 Omnibus Incentive Plan (the “Plan”) as specified by Rule 428(b)(1) under the Securities Act.

(b) Upon written or oral request the Company will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this registration statement. The documents are incorporated by reference in the Section 10(a) prospectus. The Company will also provide, without charge, upon written or oral request, other documents required to be delivered to employees pursuant to Rule 428(b). Requests for the above-mentioned information should be directed to Gail Sharps Myers, Executive Vice President, Chief Legal & Administrative Officer and Corporate Secretary of the Company, at the address and telephone number on the cover of this registration statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are hereby incorporated by reference into this registration statement:

(1) The Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2024;

(2) The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2025;

(3) The Company’s Current Reports on Form 8-K filed with the Commission on February 7, 2025, February 18, 2025, March 3, 2025, May 16, 2025 and July 25, 2025; and

(4) The description of the Company’s Common Stock set forth in its registration statement on Form 8-A filed with the Commission on January 7, 1998 under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment to the registration statement that indicates that all securities offered hereby have been sold or deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished to, rather than filed with, the Commission shall not be deemed incorporated by reference in this registration statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference or deemed to be part of this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference or deemed to be part of this registration statement modifies or replaces such statement. Any statement contained in a document that is deemed to be incorporated by reference or deemed to be part of this registration statement after the most recent effective date may modify or replace existing statements contained in this registration statement. Any such statement so modified or replaced shall not be deemed, except as so modified or replaced, to constitute a part of this registration statement.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Gail Sharps Myers, Executive Vice President, Chief Legal & Administrative Officer and Corporate Secretary, is passing on certain legal matters regarding the shares of Common Stock being registered pursuant to this registration statement. Ms. Sharps Myers is a full-time employee of the Company, owns shares of the Company’s Common Stock, and is eligible to participate in the Plan.

Item 6.

Indemnification of Directors and Officers.

Our restated certificate of incorporation, as amended, provides that we will indemnify our directors and officers to the full extent permitted by Section 145 of the Delaware General Corporation Law, or DGCL. Section 145 of the DGCL provides that the extent to which a corporation may indemnify its directors and officers depends on the nature of the action giving rise to the indemnification right. In actions not on behalf of the corporation, directors and officers may be indemnified for acts taken in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. In actions on behalf of the corporation, directors and officers may be indemnified for acts taken in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, except for acts as to which the director or officer is adjudged liable to the corporation, unless the relevant court determines that indemnification is appropriate despite such liability. Section 145 of the DGCL also permits a corporation to (i) reimburse present or former directors or officers for their defense expenses to the extent they are successful on the merits or otherwise and (ii) advance defense expenses upon receipt of an undertaking to repay the corporation if it is determined that payment of such expenses is unwarranted.

To supplement the general indemnification right contained in our restated certificate of incorporation, as amended, our amended and restated by-laws provide for the indemnification of our directors and officers to the fullest extent permitted by the DGCL (as described above). Our amended and restated by-laws also require us to purchase insurance to protect the Company and any person against any liability or expense asserted against or incurred by such person in connection with any action to the fullest extent authorized by the DGCL, provided that such insurance is available on acceptable terms.

In addition to the indemnification rights described above, our restated certificate of incorporation, as amended, eliminates the personal liability of our directors to the fullest extent permitted by the DGCL. The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties except for: (i) breaches of the duty of loyalty, (ii) acts or omissions in bad faith, (iii) improper dividends or share redemptions and (iv) transactions from which the director derives an improper personal benefit.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.

See the Exhibit Index, which is incorporated herein by reference.

Item 9.

Undertakings.

(a) The undersigned Company hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Spartanburg, state of South Carolina, on this 31st day of July, 2025.

	DENNY’S CORPORATION

	By:	/s/ Robert P. Verostek________
		Robert P. Verostek
		Executive Vice President and
		Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gail Sharps Myers, Kelli F. Valade, and Robert P. Verostek as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for and in the undersigned’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Kelli F. Valade	Chief Executive Officer and Director	July 31, 2025
Kelli F. Valade	(Principal Executive Officer)

/s/ Robert P. Verostek	Executive Vice President, Chief Financial Officer	July 31, 2025
Robert P. Verostek	(Principal Financial Officer)

/s/ Jay C. Gilmore	Senior Vice President, Chief Accounting Officer and Corporate Controller	July 31, 2025
Jay C. Gilmore	(Principal Accounting Officer)

/s/ Bernadette S. Aulestia	Director	July 31, 2025
Bernadette S. Aulestia

/s/ Olu Beck	Director	July 31, 2025
Olu Beck

/s/ Gregg R. Dedrick	Director	July 31, 2025
Gregg R. Dedrick

/s/ José M. Gutiérrez	Director	July 31, 2025
José M. Gutiérrez

/s/ John C. Miller	Director	July 31, 2025
John C. Miller

/s/ Mark R. Vondrasek	Director	July 31, 2025
Mark R. Vondrasek

EXHIBIT INDEX

Exhibit Number	Description

3.1	Restated Certificate of Incorporation of Denny’s Corporation dated March 3, 2003, as amended by Certificate of Amendment to Restated Certificate of Incorporation to Increase Authorized Capitalization dated August 25, 2004 (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Denny’s Corporation for the fiscal year ended December 29, 2004).

3.2	Amended and Restated By-laws of Denny’s Corporation, effective as of February 5, 2025 (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K of Denny’s Corporation for the fiscal year ended December 25, 2024).

5.1*	Opinion of Gail Sharps Myers, Esq., regarding the legality of the securities being registered.

23.1*	Consent of Gail Sharps Myers, Esq. (included in Exhibit 5.1).

23.2*	Consent of KPMG LLP.

24.1	Power of Attorney (included on signature page).

99.1	Denny’s Corporation Amended and Restated 2021 Omnibus Incentive Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 3, 2025).

107*	Filing Fee Table.

* Filed herewith.

Source:

FAQ

How many additional AIRI shares are being registered in the 2025 Form S-8?

The filing covers 300,000 additional shares of common stock under the 2022 Equity Incentive Plan.

What is the total number of shares now available under Air Industries Group's 2022 Equity Incentive Plan?

After the amendment, the plan鈥檚 reserve rises from 350,000 to 650,000 shares.

When was the amendment to AIRI's equity plan approved by shareholders?

Shareholders approved the amendment at the 2024 annual meeting.

What filer status does Air Industries Group report in this S-8?

AIRI identifies as a non-accelerated filer and smaller reporting company.

Which key documents are incorporated by reference into this registration statement?

础滨搁滨鈥檚 2024 Form 10-K, Q1-25 Form 10-Q, multiple 2025 Form 8-Ks, and the 2025 definitive proxy statement are incorporated.

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[S-8] DENNY'S CORP Employee Benefit Plan Registration

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FAQ

How many additional AIRI shares are being registered in the 2025 Form S-8?

What is the total number of shares now available under Air Industries Group's 2022 Equity Incentive Plan?

When was the amendment to AIRI's equity plan approved by shareholders?

What filer status does Air Industries Group report in this S-8?

Which key documents are incorporated by reference into this registration statement?

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[S-8] DENNY'S CORP Employee Benefit Plan Registration

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Equity Compensation Analyst neutral

FAQ

How many additional AIRI shares are being registered in the 2025 Form S-8?

What is the total number of shares now available under Air Industries Group's 2022 Equity Incentive Plan?

When was the amendment to AIRI's equity plan approved by shareholders?

What filer status does Air Industries Group report in this S-8?

Which key documents are incorporated by reference into this registration statement?

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