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

Rhea-AI Filing Summary

Wendy’s Co. (WEN) – Form 4 insider transaction

Director and 10% owner Peter W. May, co-founder of activist hedge fund Trian Partners, reported the receipt of 2,229 common shares on 01 July 2025 at an average price of $11.62. The shares were issued under the company’s 2020 Omnibus Award Plan in lieu of quarterly board and committee cash retainers, therefore the transaction does not involve an out-of-pocket cash purchase.

Following the grant, May’s direct holdings rise to 5,528,882 shares. Indirectly, through various Trian funds, he remains beneficial owner of 14,943,466 additional shares, bringing his total economic exposure to roughly 20.47 million shares, or about 9 – 10 % of shares outstanding (exact float not disclosed in the filing).

The filing is routine compensation-related and represents less than 0.05 % of May’s aggregate Wendy’s position, therefore it is unlikely to be financially material to either the insider or outside shareholders. Nonetheless, it re-affirms Trian’s ongoing, sizeable ownership and board presence.

Positive

• Continued large stake by Trian Partners underscores activist oversight and potential strategic influence.
• Equity-based retainer modestly increases insider skin-in-the-game, aligning board incentives with shareholders.

Negative

• Grant size is immaterial (≈$26k), offering little incremental signal about insider conviction.
• No open-market buying; shares were issued as compensation rather than purchased with personal funds.

Insights

Financial Analyst

TL;DR: Small equity grant via board fees; confirms Trian’s stake, immaterial to valuation.

The 2,229-share issuance, worth roughly $26k, is compensation rather than an open-market buy, providing no incremental capital commitment. May’s aggregate 20.5 M-share exposure (≈10 % of the company) is unchanged in economic terms, but the filing reiterates that an influential activist investor continues to hold a meaningful position, potentially comforting long-term holders. Because the transaction size is negligible relative to daily volume and insider ownership, I view the impact on near-term trading or intrinsic value as neutral.

Corporate Governance Expert

TL;DR: Routine stock-in-lieu compensation; governance alignment maintained.

Paying director retainers in equity fosters alignment with shareholders and is common among companies with activist representation. The disclosure clarifies the method for calculating the share price (20-day average) and re-states Trian’s control mechanisms. No red flags emerge regarding reporting accuracy, beneficial ownership structure, or Section 16 compliance. Governance implications are therefore neutral-to-mildly positive, but not material enough to shift overall risk assessments.

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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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^*

MAY PETER W

(Last) (First) (Middle)

223 SUNSET AVENUE

(Street)

PALM BEACH FL 33480

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		A		2,229	A(1)	$11.62	5,528,882	D
Common Stock								14,943,466	I	By Trian Partners(2)(3)

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

Explanation of Responses:

1. Shares were issued pursuant to the Company's 2020 Omnibus Award Plan (the "Plan") in lieu of a quarterly Board of Directors retainer fee and a quarterly Board committee retainer fee that would otherwise be payable in cash. In accordance with the Plan, the price is the average of the closing price per share on the 20 consecutive trading days immediately preceding the date on which the retainer fees would otherwise be payable.

2. Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Fund-G II L.P., and Trian Partners Strategic Fund-K, L.P. (collectively, the "Trian Funds"), and as such determines the investment and voting decisions of the Trian Funds with respect to the shares of the Issuer held by them. Mr. May is the President and a founding partner of Trian Management, and as such may be deemed to share voting and dispositive power with Trian Management over shares of the Issuer held by the Trian Funds.

3. (FN 2, contd.) Mr. May is also a member of Trian Partners General Partner, LLC ("Trian GP LLC"), the general partner of Trian Partners GP, L.P. ("Trian GP"), and as such is in a position to determine the investment and voting decisions made by Trian GP LLC on behalf of Trian GP. Accordingly, Mr. May and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares owned by the Trian Funds and Trian GP (collectively, "Trian Partners"). The reporting persons disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Daniel R. Marx, Attorney-In-Fact for Peter W. May	07/02/2025
	** 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

How many Wendy’s (WEN) shares did Peter W. May acquire in July 2025?

He received 2,229 common shares on 01 July 2025 under the 2020 Omnibus Award Plan.

What was the reported price for the shares issued to Peter W. May?

The price was $11.62, calculated as the 20-day average closing price preceding the fee payment date.

How many Wendy’s shares does Peter W. May now beneficially own?

After the transaction he directly owns 5,528,882 shares and indirectly controls 14,943,466, totaling about 20.47 million.

Was the July 2025 Form 4 an open-market purchase?

No. The shares were issued in lieu of cash board retainers; no personal cash was used.

Why is Trian Partners mentioned in the filing?

Trian Fund Management manages the funds holding 14.94 million WEN shares, and May, as its co-founder, shares voting/dispositive power.