[8-K] The Wendy's Company Reports Material Event

Rhea-AI Filing Summary

Form 8-K, Item 5.02: Wendy’s Company (Nasdaq: WEN) disclosed that, following the July 24, 2025 appointment of Ken Cook as Interim CEO, its Compensation and Human Capital Committee approved one-time stock-based retention awards for the remaining executive leadership team to preserve continuity during the transition.

• Grant date: 12 Aug 2025 under the 2020 Omnibus Award Plan
• Structure: 75% restricted stock units (RSUs), 25% stock options
• Vesting: 50% on each of the first two anniversaries of the grant, contingent upon continued employment
• Named recipients: • E.J. Wunsch, President – International – grant-date fair value $1.52 million • Lindsay J. Radkoski, Chief Marketing Officer – U.S. – grant-date fair value $0.70 million
• Ken Cook is excluded from these awards

No earnings data, revenue metrics, or other material transactions were reported. While the equity grants are modest relative to Wendy’s $4 bn market cap, they highlight succession-related retention priorities and introduce incremental equity dilution and expense.

Positive

• Proactive retention strategy may reduce executive turnover risk during the CEO transition
• Equity-based compensation aligns executives with shareholder value instead of immediate cash outflows

Negative

• Leadership uncertainty highlighted by need for retention awards may signal succession instability
• Incremental equity dilution and expense, albeit small, adds to compensation overhead

Insights

Corporate Governance Expert

TL;DR: Routine retention grants aim to stabilize leadership amid CEO change; limited financial impact.

The board is proactively guarding against flight risk created by the interim CEO appointment. Two key officers receive equity worth $2.22 m, vesting over two years, aligning them with shareholders while deferring cash outlay. Dilution should be immaterial (<0.05% of shares outstanding), but the action confirms leadership uncertainty. The absence of awards to the interim CEO suggests his role may be temporary. Overall governance signal is neutral: prudent retention, yet underscores transition risk.

Compensation Analyst

TL;DR: Equity mix (75% RSU/25% options) balances retention and performance incentives; cost spread over two years.

Grant-date fair value indicates approx. 60k RSUs for Wunsch and 28k for Radkoski (assuming $25 share price), plus corresponding options. Straight-line vesting over two years limits immediate expense recognition (ASC 718) and ties executives through FY-27 strategic cycle. Because awards are one-time and exclude the interim CEO, shareholders face minor additional dilution and expense, but not a structural increase in compensation levels.

Wendy's Co false 0000030697 0000030697 2025-07-24 2025-07-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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 24, 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.  ☐

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

(e)

In connection with the appointment of Ken Cook as Interim Chief Executive Officer of The Wendy’s Company (the “Company”) and in order to ensure a smooth leadership transition and maintain continuity of key executives, on July 24, 2025, the Compensation and Human Capital Committee of the Board of Directors of the Company approved a one-time grant of stock-based retention awards (the “Retention Awards”) to the Company’s executive leadership team, excluding Mr. Cook, under the Company’s 2020 Omnibus Award Plan. The Retention Awards will be granted effective August 12, 2025.

Certain named executive officers of the Company were among the recipients of the Retention Awards, including E.J. Wunsch, President, International (grant date fair value of $1,520,000), and Lindsay J. Radkoski, Chief Marketing Officer, U.S. (grant date fair value of $700,000).

Three-quarters of each Retention Award will be in the form of restricted stock units and one-quarter of each Retention Award will be in the form of stock options. The Retention Awards will vest in substantially equal installments on each of the first two anniversaries of the date of grant, in each case subject to the recipient’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

Why did Wendy’s (WEN) issue retention awards on July 24 2025?

To maintain executive continuity after appointing Ken Cook as Interim CEO.

Which executives received the retention grants?

E.J. Wunsch (President, International) and Lindsay J. Radkoski (CMO, U.S.) were named recipients.

What is the value of each Wendy’s retention award?

$1.52 million for Wunsch and $700,000 for Radkoski, based on grant-date fair value.

How are the awards structured and when do they vest?

75% RSUs and 25% stock options, vesting 50% on each of the first two anniversaries of 12 Aug 2025.

Did Interim CEO Ken Cook receive an award?

No. The retention awards specifically exclude Mr. Cook.