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

Rhea-AI Filing Summary

The Wendy's Company (WEN) reporting person Liliana Esposito received equity awards on 08/12/2025 consisting of employee stock options and restricted stock units. The filing shows two separate employee stock option grants exercisable at $10.11 per share covering 149,957 underlying shares each, both reported as acquired on 08/12/2025 and exercisable through 08/12/2035. The form also reports a total of 71,216 restricted stock units granted on that date (11,869 + 59,347), each representing a contingent right to one share. Vesting schedules are disclosed: portions of the options and RSUs vest in equal installments across 2026–2028 or 2026–2027 depending on the grant, and vesting is subject to continued employment. The form is signed by an attorney-in-fact on 08/14/2025.

Positive

• Grants align executive incentives through time-based vesting, linking compensation to continued service and potential shareholder value creation
• Exercise price disclosed at $10.11, providing clear terms for the option awards

Negative

• Potential future dilution from 299,914 option shares and 71,216 RSUs, though the filing does not quantify companywide impact

Insights

Securities Analyst

TL;DR: Officer received routine long-term incentive awards: sizable options and RSUs with multi-year vesting.

The Form 4 documents grants to an officer totaling 299,914 option rights across two identical option line items and 71,216 restricted stock units in total. The exercise price is stated as $10.11, and vesting is staggered over two- and three-year periods tied to continued employment. These awards are compensation-related and customary for executives, designed to align executive incentives with shareholder outcomes. No dispositions, cash exercises, or sales are reported, and no additional payment or tax-withholding amounts are disclosed in the form.

Compensation/Risk Analyst

TL;DR: Grants increase potential future dilution but are standard time‑based awards subject to service vesting.

The disclosure shows time-based equity grants with clear vesting tranches: some awards vest in three equal installments (2026–2028) while others vest in two equal installments (2026–2027). The RSUs include dividend-equivalent and tax-withholding provisions per the explanations. From a governance perspective, these are standard long-term incentive structures; the filing does not provide aggregate company-wide dilution metrics or pro forma share counts, so impact on outstanding shares cannot be quantified from this form 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

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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^*

Esposito Liliana

(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)
	Chf Corp Affrs & Sustnblty Ofc

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

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
Employee Stock Option (Right to Buy)(1)	$10.11	08/12/2025		A		149,957		(2)	08/12/2035	Common Stock	149,957	$0	149,957	D
Restricted Stock Units(3)	(4)	08/12/2025		A		11,869		(5)	(5)	Common Stock	11,869	$0	17,779	D
Employee Stock Option (Right to Buy)(1)	$10.11	08/12/2025		A		149,957		(6)	08/12/2035	Common Stock	149,957	$0	149,957	D
Restricted Stock Units(3)	(4)	08/12/2025		A		59,347		(7)	(7)	Common Stock	59,347	$0	77,126	D

Explanation of Responses:

1. With tandem net exercise and tax withholding rights.

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

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

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

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

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

7. The restricted stock units will vest in two equal installments on August 12, 2026 and 2027, subject to Ms. Esposito'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).
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 equity awards did WEN officer Liliana Esposito receive on 08/12/2025?

She was granted two employee stock option awards covering 149,957 shares each (totaling 299,914) at an exercise price of $10.11, and restricted stock units totaling 71,216 (11,869 and 59,347).

When do the options and RSUs vest for Liliana Esposito?

Vesting schedules vary by grant: some awards vest in three equal installments on 08/12/2026, 08/12/2027, and 08/12/2028, while others vest in two equal installments on 08/12/2026 and 08/12/2027, subject to continued employment.

What is the exercisable period for the reported option grants?

The options reported include an expiration date shown as 08/12/2035 for the listed employee stock options.

Does the Form 4 show any sales or dispositions by the reporting person?

No. The Form 4 reports acquisitions (grants) of options and RSUs; there are no dispositions or sales reported.

Are there additional terms noted for the RSUs?

Yes. The RSUs include dividend equivalent rights and tax withholding provisions, and each RSU represents a contingent right to one share of common stock.