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

Rhea-AI Filing Summary

Lindsay J. Radkoski, CMO, U.S., of The Wendy's Company (WEN) reported insider transactions on Form 4 dated 08/15/2025. The filing shows 2,577 restricted stock units (RSUs) were treated as acquired/vested and converted to common stock at no purchase price, and 770 shares of common stock were disposed of at a price of $10.57 per share.

The RSUs were originally granted on 08/15/2024 and vest in three equal annual installments; the first installment (including 141 dividend equivalent units) vested on 08/15/2025. After these transactions Ms. Radkoski beneficially owned 35,301 shares of common stock and had 109,464 shares underlying outstanding RSUs reported as beneficially owned.

Positive

• Scheduled RSU vesting occurred: 2,577 restricted stock units vested and were converted to common stock on 08/15/2025
• Dividend equivalents included: 141 dividend equivalent units accrued and were included with the vested RSUs
• Clear disclosure of grant date, vesting schedule, and resulting beneficial ownership provides transparency

Negative

• Disposition of shares: 770 shares were sold at $10.57, reducing direct beneficial ownership to 35,301 shares
• No purpose stated for the 770-share sale in the filing, so the reason for the disposition is not disclosed

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting and a small sale were reported; this reflects scheduled compensation vesting rather than a corporate governance event.

The Form 4 documents a scheduled vesting of RSUs granted 08/15/2024 and a contemporaneous sale of 770 shares at $10.57. The vesting follows the stated three-year annual cliff/installment schedule, with the first installment vesting on 08/15/2025 and including 141 dividend equivalents. These are standard equity compensation disclosures that update beneficial ownership counts. There is no indication in the filing of unusual timing, related-party transactions, or amendments that would raise governance concerns.

Executive Compensation Analyst

TL;DR: The report shows normal compensation settlement (2,577 RSUs vested) and a small disposition; impacts on dilution and executive stake are limited.

The 2,577 RSUs converted to common shares at $0 per unit upon vesting, increasing immediately reportable common shares. The filing notes 109,464 shares underlying RSUs remain reported as beneficially owned overall. The 770-share disposition at $10.57 modestly reduced reported direct holdings to 35,301 shares. These movements are consistent with customary equity award vesting schedules and routine sales tied to vested awards or other needs; the filing does not disclose the purpose of the sale.

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)
08/15/2025

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	08/15/2025		M		2,577	A	$0(1)	36,071	D
Common Stock	08/15/2025		F		770	D	$10.57	35,301	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)	08/15/2025		M			2,577(3)	(4)	(4)	Common Stock	2,577	$0	109,464	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 141 dividend equivalent units that had accrued on the restricted stock units.

4. The restricted stock units were granted on August 15, 2024 and vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Ms. Radkoski's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 15, 2025.

	/s/ Mark L. Johnson, Attorney-in-Fact	08/19/2025
	** 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).
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FAQ

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

The Form 4 reports 2,577 RSUs vested/converted to common stock on 08/15/2025 and a sale of 770 shares at $10.57 per share.

How many RSUs and dividend equivalents vested for Ms. Radkoski on 08/15/2025?

A total of 2,577 RSUs vested, which included 141 dividend equivalent units accrued on those RSUs.

What is Ms. Radkoski's reported beneficial ownership after these transactions?

After the reported transactions, Ms. Radkoski reported beneficial ownership of 35,301 shares of common stock and 109,464 shares underlying RSUs.

When were the RSUs originally granted and what is the vesting schedule?

The RSUs were granted on 08/15/2024 and vest in three equal installments on the first, second and third anniversaries of the grant date; the first installment vested on 08/15/2025.

Does the filing state why 770 shares were sold?

No. The Form 4 discloses the sale of 770 shares at $10.57 but does not provide a stated reason for the disposition.