Wendy's Executive Compensation Plan Reveals Long-term Retention Strategy

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Matthew Coley O'Brien, Chief People Officer of The Wendy's Company (WEN), received new restricted stock units (RSUs) through dividend equivalent units on June 16, 2025. The transactions include:

222 RSUs vesting on March 1, 2026
45 RSUs vesting in two equal installments on August 11, 2025 and 2026
91 RSUs vesting in three equal installments on August 5, 2025, 2026, and 2027

Following these transactions, O'Brien now beneficially owns 29,027 RSUs in total. All RSUs include tandem dividend equivalent rights and tax withholding rights, with each unit representing one share of Wendy's common stock. Vesting is contingent upon continued employment with the company through the respective vesting dates.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider O'Brien Matthew Coley

Role Chief People Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	222	$0.00	--
Grant/Award	Restricted Stock Units	45	$0.00	--
Grant/Award	Restricted Stock Units	91	$0.00	--

Holdings After Transaction: Restricted Stock Units — 28,891 shares (Direct)

Footnotes (1)

With tandem dividend equivalent rights and tax withholding rights. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. Represents dividend equivalent units issued on June 16, 2025. The restricted stock units will vest in full on March 1, 2026, subject to Mr. O'Brien's continued employment with the Company on the vesting date. The restricted stock units will vest in two remaining equal installments on August 11, 2025 and 2026, subject to Mr. O'Brien's continued employment with the Company on the applicable vesting date. The restricted stock units will vest in three equal installments on August 5, 2025, 2026 and 2027, subject to Mr. O'Brien's continued employment with the Company on the applicable vesting date.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/18/2025 - 05:28 PM

FAQ

How many restricted stock units (RSUs) did WEN's Chief People Officer Matthew O'Brien receive on June 16, 2025?

Matthew O'Brien received three separate grants of RSUs on June 16, 2025 as dividend equivalent units: 222 units vesting March 1, 2026, 45 units vesting in two installments (August 11, 2025 and 2026), and 91 units vesting in three installments (August 5, 2025, 2026, and 2027), for a total of 358 RSUs.

What is the total number of WEN restricted stock units owned by Matthew O'Brien after the June 16, 2025 transactions?

Following the reported transactions, Matthew O'Brien beneficially owned 29,027 restricted stock units of Wendy's Company (WEN) directly, as indicated in the final row of Table II in the Form 4 filing.

When will Matthew O'Brien's newest WEN restricted stock units vest?

The RSUs have different vesting schedules: 222 units vest in full on March 1, 2026; 45 units vest in two equal installments on August 11, 2025 and 2026; and 91 units vest in three equal installments on August 5, 2025, 2026, and 2027. All vesting is subject to O'Brien's continued employment with the company.

What was the purchase price of WEN restricted stock units granted to Matthew O'Brien?

The restricted stock units were granted at $0 cost to Matthew O'Brien, as they represent dividend equivalent units issued on June 16, 2025. Each RSU represents a contingent right to receive one share of Wendy's common stock upon vesting.

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

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)
06/16/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽¹⁾	⁽²⁾	06/16/2025		A		222⁽³⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	222	$0	28,891	D
Restricted Stock Units⁽¹⁾	⁽²⁾	06/16/2025		A		45⁽³⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	45	$0	28,936	D
Restricted Stock Units⁽¹⁾	⁽²⁾	06/16/2025		A		91⁽³⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	91	$0	29,027	D

Explanation of Responses:

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

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

3. Represents dividend equivalent units issued on June 16, 2025.

4. The restricted stock units will vest in full on March 1, 2026, subject to Mr. O'Brien's continued employment with the Company on the vesting date.

5. The restricted stock units will vest in two remaining equal installments on August 11, 2025 and 2026, subject to Mr. O'Brien's continued employment with the Company on the applicable vesting date.

6. The restricted stock units will vest in three equal installments on August 5, 2025, 2026 and 2027, subject to Mr. O'Brien's continued employment with the Company on the applicable vesting date.

	/s/ Mark L. Johnson, Attorney-in-Fact	06/18/2025
	** 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.

Source: View Original Filing on SEC EDGAR