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Wendy’s insider filing shows RSU vesting & minor tax sale

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Form 4 Snapshot – Wendy’s (WEN): Chief People Officer Matthew C. O’Brien reported an 08/05/2025 equity transaction tied to scheduled compensation. He converted 2,454 restricted stock units (including 134 dividend-equivalent units) into common shares at $0 cost (Code M) and withheld 733 shares at $9.95 (Code F) to satisfy taxes. Net 1,721 shares were added to his direct stake, lifting total directly held common stock to 87,283 shares. O’Brien also now holds 26,573 unvested RSUs.

The RSUs were granted 08/05/2024 and vest in three equal annual tranches; this filing records the first tranche’s vesting. No discretionary open-market sale or purchase occurred. The transaction appears routine and compensation-related, providing limited insight into Wendy’s operating performance or forward outlook.

Positive

  • None.

Negative

  • None.

Insights

TL;DR Routine RSU vesting; negligible market impact—insider retains most shares, minor sale strictly for tax withholding.

The filing shows a scheduled conversion of RSUs by the Chief People Officer. Because the shares originated from a time-based grant and only 30% were liquidated for taxes, the transaction does not indicate a change in sentiment. Net ownership rose roughly 2%, aligning executive incentives with shareholders. Volume is immaterial relative to Wendy’s ~210 million shares outstanding, so liquidity and valuation effects are negligible. I classify the event as compliance-driven and not impactful to investment thesis.

Insider O'Brien Matthew Coley
Role Chief People Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 2,454 $0.00 --
Exercise Common Stock 2,454 $0.00 --
Tax Withholding Common Stock 733 $9.95 $7K
Holdings After Transaction: Restricted Stock Units — 26,573 shares (Direct); Common Stock — 88,016 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. With tandem dividend equivalent rights and tax withholding rights. Includes 134 dividend equivalent units that had accrued on the restricted stock units. The restricted stock units were granted on August 5, 2024 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 installment (including the related dividend equivalent units) vested on August 5, 2025.
Form 4 Insider Transactions: What Each Field Means →
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)
08/05/2025
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 08/05/2025 M 2,454 A $0(1) 88,016 D
Common Stock 08/05/2025 F 733 D $9.95 87,283 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) 08/05/2025 M 2,454(3) (4) (4) Common Stock 2,454 $0 26,573 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 134 dividend equivalent units that had accrued on the restricted stock units.
4. The restricted stock units were granted on August 5, 2024 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 installment (including the related dividend equivalent units) vested on August 5, 2025.
/s/ Mark L. Johnson, Attorney-in-Fact 08/07/2025
** 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

FAQ

How many Wendy’s (WEN) shares did Matthew O’Brien acquire on 08/05/2025?

He converted 2,454 restricted stock units into common shares.

What portion of shares were sold and at what price?

O’Brien disposed of 733 shares for tax withholding at $9.95 per share.

What is Matthew O’Brien’s current direct ownership in WEN stock?

After the transaction he holds 87,283 common shares directly.

How many unvested RSUs does the insider still hold?

O’Brien retains 26,573 restricted stock units subject to future vesting.

Is the reported transaction part of a scheduled vesting plan?

Yes. The RSUs were granted 08/05/2024 and vest in three equal annual tranches; this filing reflects the first tranche.