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

Rhea-AI Filing Summary

Matthew Coley O'Brien, Chief People Officer of The Wendy's Company, had 1,813 restricted stock units vest on 08/11/2025, converting into 1,813 shares that included 188 dividend equivalent units. To satisfy tax-withholding obligations, 542 shares were disposed of at $10.30 per share, leaving Mr. O'Brien with beneficial ownership of 88,554 shares of common stock after the reported transactions. The restricted stock units were part of a grant dated August 11, 2023 that vests in three equal annual installments, with the first and second installments vesting on August 11, 2024 and 2025 respectively.

Positive

• 1,813 restricted stock units vested, converting to shares and delivering executive compensation as disclosed
• Transparency in tax withholding: 542 shares were disposed of at $10.30 to satisfy tax obligations and are reported on Form 4
• Continued substantial ownership: reporting person beneficially owns 88,554 shares after the transactions
• RSU grant includes dividend equivalents: 188 dividend equivalent units were included in the vested amount
• Multi-year vesting structure is explicit: the grant vests in three equal installments from the August 11, 2023 grant date

Negative

• None.

Insights

Financial Analyst

TL;DR: Officer compensation vested and a small number of shares were sold to cover taxes; ownership remains substantial and the event is routine.

The filing shows a routine vesting of 1,813 restricted stock units (including 188 dividend equivalents) from a 2023 grant and a contemporaneous disposition of 542 shares at $10.30 to satisfy tax withholding. Following these entries the reporting person beneficially owns 88,554 shares and retains derivative exposure reported as 24,760 RSUs. Financially, the transactions reflect compensation realization rather than active selling pressure and are unlikely to be material to company valuation.

Corporate Governance Expert

TL;DR: The Form 4 documents standard equity compensation vesting and transparent tax-withholding disposition; governance disclosure appears complete and routine.

The document details that RSUs granted on August 11, 2023 vest in three equal installments and that the second installment vested on August 11, 2025. The simultaneous disposition of 542 shares for tax withholding is explicitly reported. These disclosures align with typical executive equity-plan mechanics and provide clear tracking of beneficial ownership changes without indicating unusual governance concerns.

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^*

O'Brien Matthew Coley

(Last) (First) (Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BOULEVARD

(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)
	Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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	08/11/2025		M		1,813	A	$0(1)	89,096	D
Common Stock	08/11/2025		F		542	D	$10.3	88,554	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)	08/11/2025		M			1,813(3)	(4)	(4)	Common Stock	1,813	$0	24,760	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 188 dividend equivalent units that had accrued on the restricted stock units.

4. The restricted stock units were granted on August 11, 2023 and vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Mr. O'Brien's continued employment with the Company on the applicable vesting date. The first and second installments (including the related dividend equivalent units) vested on August 11, 2024 and 2025, respectively.

	/s/ Mark L. Johnson, Attorney-in-Fact	08/13/2025
	** 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 transactions did the WEN filing report for Matthew Coley O'Brien?

The filing reports the vesting of 1,813 restricted stock units on 08/11/2025 and a disposition of 542 shares at $10.30 to satisfy tax withholding.

How many Wendy's (WEN) shares does the reporting person own after the transactions?

After the reported transactions the filing shows beneficial ownership of 88,554 shares of common stock.

What is the origin and vesting schedule of the restricted stock units?

The restricted stock units were granted on August 11, 2023 and vest in three equal installments, with the first and second installments vesting on August 11, 2024 and August 11, 2025.

Did the RSU vesting include dividend equivalents?

Yes, the filing states the vested amount included 188 dividend equivalent units that had accrued on the restricted stock units.

How many derivative securities (RSUs) remain reported after the transaction?

Table II indicates 24,760 derivative securities (restricted stock units) are reported as beneficially owned following the transactions.