[8-K/A] The Wendy's Company Amends Material Event Report

Rhea-AI Filing Summary

Medtronic plc (MDT) – Form 4 insider filing

EVP & President, MedSurg and Americas, Michael Marinaro reported equity awards dated 28 Jul 2025:

• 9,786 restricted stock units that vest 100% after three years, raising his direct holding to 51,093 ordinary shares.
• 24,465 performance share units; payout ranges 0-48,930 shares depending on FY26-28 metrics and vest April 2028.
• 69,005 non-qualified stock options exercisable at $91.97, vesting 25% per year and expiring 28 Jul 2035.

All transactions are A-coded grants at $0 cost; no shares were sold. While the awards increase insider exposure, they are routine components of executive compensation and represent an immaterial fraction of MDT’s ~1.3 bn shares outstanding, so immediate market impact is expected to be minimal.

Positive

• Insider ownership rises by 9,786 shares, signalling personal exposure to share performance.
• Performance-linked PSUs and market-priced options align compensation with long-term shareholder returns.

Negative

• Additional equity issuance introduces minor dilution, though impact is negligible given MDT’s large share base.

Insights

Corporate Governance Analyst

TL;DR: Routine compensation grant; aligns EVP incentives, negligible dilution, neutral market impact.

The filing reflects standard long-term incentive practices: time-based RSUs, performance share units tied to corporate metrics, and a 10-year option package priced at the grant-date market value. Such structures promote retention and performance alignment without cash outlay. Total shares underlying new awards (≈0.01% of shares outstanding) pose de minimis dilution and signal neither bullish nor bearish insider sentiment since no open-market purchase occurred. Governance risk is low because vesting schedules and performance hurdles are typical for large-cap peers.

Buy-side Portfolio Manager

TL;DR: Neutral—executive stake rises, but size immaterial to MDT valuation.

The EVP’s direct ownership increases to just over 51k shares (≈$4.5 m at $90 stock price), a modest alignment with shareholders. Options struck at $91.97 only add value if the stock appreciates, while PSUs require multi-year performance, further reinforcing long-term focus. Given MDT’s market cap near $115 bn, these grants do not alter supply–demand dynamics or valuation forecasts. I view the event as administratively routine with no portfolio action warranted.

Wendy's Co true 0000030697 0000030697 2025-07-01 2025-07-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

AMENDMENT NO. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 1, 2025

THE WENDY’S COMPANY

(Exact name of registrant, as specified in its charter)

Delaware		1-2207		38-0471180
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

One Dave Thomas Boulevard, Dublin, Ohio		43017
(Address of principal executive offices)		(Zip Code)

(614) 764-3100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.10 par value		WEN		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

EXPLANATORY NOTE

This Form 8-K/A amends and supplements the Form 8-K filed by The Wendy’s Company (the “Company”) with the U.S. Securities and Exchange Commission on July 8, 2025 (the “Original 8-K”) to provide a description of the compensation arrangements between the Company and Ken Cook in connection with Mr. Cook’s appointment as the Company’s Interim Chief Executive Officer effective July 18, 2025. At the time of the filing of the Original 8-K, these compensation arrangements had not yet been determined.

The other disclosures contained under Items 5.02, 7.01 and 9.01 of the Original 8-K are not amended hereby.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)  

On July 24, 2025, the Compensation and Human Capital Committee of the Board of Directors approved compensation changes for Mr. Cook in connection with his appointment as the Company’s Interim Chief Executive Officer. Mr. Cook’s annual base salary for service as Interim Chief Executive Officer will be $825,000 and the target for Mr. Cook’s annual, performance-based bonus under the Company’s annual incentive plan will be 100% of his annual base salary. The actual performance-based bonus payable to Mr. Cook will range from zero to 200% of the target, depending on the achievement of performance objectives, which will be consistent with the objectives established under the plan for other executive officers of the Company.

In addition, Mr. Cook will receive a one-time equity award with a grant date fair value of $2 million, which will be granted on August 12, 2025. Three-quarters of this award will be in the form of restricted stock units and one-quarter of this award will be in the form of stock options. The restricted stock units and options will vest in substantially equal installments on each of the first two anniversaries of the date of grant, in each case subject to Mr. Cook’s continued employment on the applicable vesting dates.

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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 hereunto duly authorized.

				THE WENDY’S COMPANY
Date: July 30, 2025				By:		/s/ Mark L. Johnson
						Mark L. Johnson
						Director – Corporate & Securities Counsel, and Assistant Secretary

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FAQ

What did Medtronic (MDT) report in the latest Form 4?

EVP Michael Marinaro received 9,786 RSUs, 24,465 PSUs and 69,005 stock options on 28 Jul 2025.

At what price are the new MDT stock options exercisable?

The options carry an exercise price of $91.97 and expire on 28 Jul 2035.

How many Medtronic shares does the EVP now own directly?

Following the grant, Marinaro holds 51,093 ordinary shares directly.

When do the restricted stock units granted to the EVP vest?

The 9,786 RSUs vest 100% on the third anniversary of the 28 Jul 2025 grant date.

What determines the payout of the 24,465 performance share units?

Payout depends on three-year performance metrics; issuance ranges from 0 to 48,930 shares, with target at 24,465.