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

Rhea-AI Filing Summary

The filing reports insider transactions by Lindsay J. Radkoski, CMO, U.S. of The Wendy's Company (WEN) on 08/12/2025. Ms. Radkoski received 4,863 vested restricted stock units (including 658 dividend equivalents) and had those units converted into 4,863 shares. She also had a separate disposition of 1,452 shares at $10.11 per share. Multiple option and restricted stock unit awards were recorded: an employee stock option covering 131,212 shares (exercise price $10.11, expiration 08/12/2035) and additional RSU grants totaling 62,313 shares that vest in future installments through 2028. Following the reported transactions, Ms. Radkoski beneficially owned 112,041 shares (direct).

Positive

• Vested RSUs converted to 4,863 shares, indicating compensation realization and retention alignment
• Large option grant of 131,212 shares (exercise price $10.11, expiration 08/12/2035) aligns executive incentives with long-term performance
• Additional RSU awards totaling 62,313 shares with multi-year vesting support retention

Negative

• Disposition of 1,452 shares at $10.11 reduced direct holdings from 34,946 to 33,494 shares
• Potential future dilution if 131,212 options are exercised, increasing outstanding share count

Insights

Securities Analyst

TL;DR: Routine executive compensation vesting and option grants with a small open-market sale; not an unusual governance signal.

The Form 4 shows standard compensation events: vested restricted stock units were settled into shares and new option grants and RSU awards were recorded with multi-year vesting schedules. The reported sale of 1,452 shares at $10.11 appears modest relative to total beneficial ownership and likely reflects tax withholding or partial liquidity rather than a material disposition. The large option grant (131,212 shares, $10.11 strike) increases potential long-term alignment if the executive remains employed through vesting dates.

Corporate Governance Expert

TL;DR: Compensation-related equity activity with clear vesting terms; disclosure is clean and timely.

The filing documents vested awards and scheduled vesting installments through 2028, plus tandem dividend equivalents and net-exercise features. These specifics are consistent with typical incentive design to retain senior officers. No indications of unusual trading patterns or rule-10b5-1 plan affirmations are present in the filing text. Impact on shareholders depends on dilution from option exercises but no immediate governance concerns are evident from the disclosure alone.

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^*

Radkoski Lindsay J.

(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)
	CMO, U.S.

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
Common Stock	08/12/2025		M		4,863	A	$0(1)	34,946	D
Common Stock	08/12/2025		F		1,452	D	$10.11	33,494	D

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
Restricted Stock Units(2)	(1)	08/12/2025		M			4,863(3)	(4)	(4)	Common Stock	4,863	$0	49,728	D
Employee Stock Option (Right to Buy)(5)	$10.11	08/12/2025		A		131,212		(6)	08/12/2035	Common Stock	131,212	$0	131,212	D
Restricted Stock Units(2)	(1)	08/12/2025		A		10,385		(7)	(7)	Common Stock	10,385	$0	60,113	D
Employee Stock Option (Right to Buy)(5)	$10.11	08/12/2025		A		131,212		(8)	08/12/2035	Common Stock	131,212	$0	131,212	D
Restricted Stock Units(2)	(1)	08/12/2025		A		51,928		(9)	(9)	Common Stock	51,928	$0	112,041	D

Explanation of Responses:

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

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

3. Includes 658 dividend equivalent units that had accrued on the restricted stock units.

4. The restricted stock units were granted on August 12, 2022 and fully vested (including the related dividend equivalent units) on August 12, 2025.

5. With tandem net exercise and tax withholding rights.

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

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

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

9. The restricted stock units will vest in two equal installments on August 12, 2026 and 2027, subject to Ms. Radkoski'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).
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FAQ

What transactions did Lindsay J. Radkoski report on the Form 4 for WEN?

The filing reports 4,863 vested RSUs converted to shares, a sale of 1,452 shares at $10.11, an employee stock option for 131,212 shares at $10.11, and additional RSU grants totaling 62,313 shares with scheduled vesting.

How many Wendy's (WEN) shares does Ms. Radkoski beneficially own after these transactions?

The Form 4 shows Ms. Radkoski beneficially owned 112,041 shares following the reported transactions.

What are the key vesting or expiration dates disclosed in the Form 4?

The vested RSUs settled on 08/12/2025. Option expiration is 08/12/2035. Other RSU and option vesting installments occur on 08/12/2026, 2027, and 2028 depending on the award.

Was the sale of shares large relative to the insider's holdings?

No; the sale of 1,452 shares is modest relative to total reported beneficial ownership and appears to be a small disposition.

Do the options include special exercise or tax features?

Yes; the options are reported with tandem net exercise and tax withholding rights, and RSUs include tandem dividend equivalent and tax withholding rights.