Wendy's Technology Chief Strengthens Ties with Multi-Year Stock Compensation Plan

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Form Type

Rhea-AI Filing Summary

Matthew P. Spessard, Chief Information Officer of The Wendy's Company (WEN), received multiple restricted stock unit (RSU) grants on June 16, 2025 as dividend equivalent units:

15 RSUs vesting in two equal installments on August 11, 2025 and 2026
41 RSUs vesting in three equal installments on August 5, 2025, 2026, and 2027
125 RSUs vesting in three equal installments on February 20, 2026, 2027, and 2028

Each RSU represents a right to receive one share of Wendy's common stock, subject to continued employment. The grants include tandem dividend equivalent rights and tax withholding rights. Following these transactions, Spessard beneficially owns 14,625 RSUs directly. The transactions were reported via Form 4 filing signed by Mark L. Johnson as attorney-in-fact.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Spessard Matthew P

Role Chief Information Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	15	$0.00	--
Grant/Award	Restricted Stock Units	41	$0.00	--
Grant/Award	Restricted Stock Units	125	$0.00	--

Holdings After Transaction: Restricted Stock Units — 14,459 shares (Direct)

Footnotes (1)

With tandem dividend equivalent rights and tax withholding rights. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. Represents dividend equivalent units issued on June 16, 2025. The restricted stock units will vest in two remaining equal installments on August 11, 2025 and 2026, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date. The restricted stock units will vest in three equal installments on August 5, 2025, 2026 and 2027, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date. The restricted stock units will vest in three equal installments on February 20, 2026, 2027 and 2028, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/18/2025 - 05:24 PM

FAQ

How many restricted stock units (RSUs) did WEN's CIO Matthew Spessard receive on June 16, 2025?

On June 16, 2025, Matthew Spessard received three separate grants of dividend equivalent units totaling 181 RSUs: 15 units vesting in 2025-2026, 41 units vesting in 2025-2027, and 125 units vesting in 2026-2028.

What is the vesting schedule for WEN CIO's latest RSU grants from June 2025?

The RSUs have three different vesting schedules: 1) 15 units vest in two equal installments on August 11, 2025 and 2026, 2) 41 units vest in three equal installments on August 5, 2025, 2026, and 2027, and 3) 125 units vest in three equal installments on February 20, 2026, 2027, and 2028.

How many WEN restricted stock units does Matthew Spessard own after the June 2025 transaction?

Following the reported transactions, Matthew Spessard beneficially owns 14,625 restricted stock units of Wendy's Company (WEN) directly, as indicated in the final row of Table II in the Form 4 filing.

What was the purchase price of WEN restricted stock units granted to the CIO in June 2025?

The restricted stock units were granted at $0 cost to Matthew Spessard, as they represent dividend equivalent units issued on June 16, 2025, with each RSU representing a contingent right to receive one share of Wendy's common stock.

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
Estimated average burden
hours per response:			0.5

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^*

Spessard Matthew P

(Last)

(First)

(Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BLVD.

(Street)

DUBIN

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)
	Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽¹⁾	⁽²⁾	06/16/2025		A		15⁽³⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	15	$0	14,459	D
Restricted Stock Units⁽¹⁾	⁽²⁾	06/16/2025		A		41⁽³⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	41	$0	14,500	D
Restricted Stock Units⁽¹⁾	⁽²⁾	06/16/2025		A		125⁽³⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	125	$0	14,625	D

Explanation of Responses:

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

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

3. Represents dividend equivalent units issued on June 16, 2025.

4. The restricted stock units will vest in two remaining equal installments on August 11, 2025 and 2026, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.

5. The restricted stock units will vest in three equal installments on August 5, 2025, 2026 and 2027, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.

6. The restricted stock units will vest in three equal installments on February 20, 2026, 2027 and 2028, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.

	/s/ Mark L. Johnson, Attorney-in-Fact	06/18/2025
	** 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.

Source: View Original Filing on SEC EDGAR