[Form 4] The Wendy's Company Insider Trading Activity

Rhea-AI Filing Summary

The Wendy's Company (WEN) reported insider awards to Kenneth M. Cook, identified as Interim CEO and CFO, showing equity grants dated 08/12/2025. Cook received two employee stock options: one for 209,002 shares and another for 374,892 shares, both exercisable at $10.11 and expiring on 08/12/2035. He also was granted restricted stock units totaling 164,910 (16,543 and 148,367), representing rights to the same number of common shares. The awards vest over two- or three-year schedules contingent on continued employment and include tax withholding and dividend-equivalent features where applicable. The Form 4 discloses beneficial ownership counts after the transactions: 209,002, 374,892, and 33,889 and 182,256 for the respective grants.

Positive

• Substantial equity grants awarded to the interim CEO/CFO (total options of 583,894 shares and RSUs of 164,910), which align executive incentives with long-term shareholder value
• Time-based vesting over two- and three-year schedules encourages retention and sustained performance
• Complete disclosure of exercise price ($10.11), expiration (08/12/2035), and post-transaction beneficial ownership counts

Negative

• None.

Insights

Compensation & Governance Analyst

TL;DR: Significant multi-year equity grants to the interim CEO/CFO align compensation with retention and long-term performance.

The grants awarded to Kenneth M. Cook on 08/12/2025 consist of two option awards (209,002 and 374,892 shares at $10.11 strike, expiring 2035) and two RSU awards (16,543 and 148,367 RSUs). Vesting is time-based over two or three years and contingent on continued employment, indicating a retention-focused package rather than immediate cash payout. The inclusion of tandem net exercise, tax withholding and dividend-equivalent rights are standard for executive awards and preserve economic alignment with shareholders. While material in size, these are routine for executive onboarding/retention and do not alone indicate changes to corporate strategy or capital structure.

Securities/Insider Trading Specialist

TL;DR: Form 4 properly reports grant transactions and post-grant beneficial ownership; no sales or other dispositions reported.

The filing documents acquisitions (codes A) of derivative securities and RSUs, with post-transaction beneficial ownership counts disclosed. Transaction dates and exercise/expiration terms are provided, and the filing is signed by an attorney-in-fact. There are no dispositions or sales reported that would raise liquidity or trading concerns. From an insider-reporting compliance standpoint, the Form 4 appears complete relative to the disclosed awards.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cook Kenneth M.

(Last) (First) (Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BLVD.

(Street)

DUBLIN OH 43017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Wendy's Co [ WEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim CEO and CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)(1)	$10.11	08/12/2025		A		209,002		(2)	08/12/2035	Common Stock	209,002	$0	209,002	D
Restricted Stock Units(3)	(4)	08/12/2025		A		16,543		(5)	(5)	Common Stock	16,543	$0	33,889	D
Employee Stock Option (Right to Buy)(1)	$10.11	08/12/2025		A		374,892		(6)	08/12/2035	Common Stock	374,892	$0	374,892	D
Restricted Stock Units(3)	(4)	08/12/2025		A		148,367		(7)	(7)	Common Stock	148,367	$0	182,256	D

Explanation of Responses:

1. With tandem net exercise and tax withholding rights.

2. The option vests in three equal installments on August 12, 2026, 2027 and 2028, subject to Mr. Cook's continued employment with the Company on the applicable vesting date.

3. With tandem dividend equivalent rights and tax withholding rights.

4. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

5. The restricted stock units will vest in three equal installments on August 12, 2026, 2027 and 2028, subject to Mr. Cook's continued employment with the Company on the applicable vesting date.

6. The option vests in two equal installments on August 12, 2026 and 2027, subject to Mr. Cook's continued employment with the Company on the applicable vesting date.

7. The restricted stock units will vest in two equal installments on August 12, 2026 and 2027, subject to Mr. Cook's continued employment with the Company on the applicable vesting date.

	/s/ Mark L. Johnson, Attorney-in-Fact	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity awards did Kenneth M. Cook receive according to the Form 4 for WEN?

The Form 4 shows two employee stock option awards for 209,002 and 374,892 shares at a $10.11 exercise price expiring 08/12/2035, plus RSUs of 16,543 and 148,367.

When do the awards to Kenneth M. Cook vest?

Vesting is time-based: some awards vest in three equal installments on 08/12/2026, 08/12/2027, and 08/12/2028, while others vest in two equal installments on 08/12/2026 and 08/12/2027, subject to continued employment.

What is the exercise price and expiration date of the options granted to the WEN reporting person?

Both option grants have an exercise price of $10.11 and an expiration date of 08/12/2035.

Does the Form 4 report any dispositions or sales by Kenneth M. Cook?

No. The transactions reported are acquisitions (code A); there are no dispositions or sales listed in this filing.

Who signed the Form 4 filing for Kenneth M. Cook?

The Form 4 was signed by Mark L. Johnson, Attorney-in-Fact on 08/14/2025.