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

Rhea-AI Filing Summary

John Min, Chief Legal Officer & Secretary of The Wendy's Company (WEN), received 182 Restricted Stock Units (RSUs) on June 16, 2025, as dividend equivalent units. These RSUs include tandem dividend equivalent rights and tax withholding rights.

Key details of the transaction:

• Each RSU represents a contingent right to receive one share of Wendy's common stock
• The RSUs will fully vest on September 16, 2027, contingent on Min's continued employment
• Following this grant, Min now beneficially owns 14,724 RSUs directly
• The RSUs were granted at $0 cost to the executive

This Form 4 filing represents standard equity compensation practices for executive officers, with RSUs serving as a long-term retention tool aligned with shareholder interests.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Min John

Role Chief Legal Ofcr & Secretary

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	182	$0.00	--

Holdings After Transaction: Restricted Stock Units — 14,724 shares (Direct)

Footnotes (1)

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 September 16, 2027, subject to Mr. Min's continued employment with the Company on the vesting date.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/18/2025 - 05:18 PM Learn about SEC filing dates

FAQ

How many restricted stock units (RSUs) did Wendy's (WEN) Chief Legal Officer John Min receive on June 16, 2025?

According to the Form 4 filing, John Min received 182 restricted stock units with dividend equivalent rights on June 16, 2025.

When will John Min's WEN restricted stock units vest?

The restricted stock units granted to John Min will vest in full on September 16, 2027, subject to his continued employment with Wendy's through the vesting date.

How many total restricted stock units does John Min own in WEN after the latest grant?

Following the reported transaction, John Min beneficially owns 14,724 restricted stock units of Wendy's (WEN) directly.

What is the conversion rate of WEN restricted stock units to common stock?

According to the filing, each restricted stock unit represents a contingent right to receive one share of Wendy's common stock.

What additional rights come with John Min's WEN restricted stock units?

The restricted stock units come with tandem dividend equivalent rights and tax withholding rights, as disclosed in footnote 1 of the Form 4 filing.

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^*

Min John

(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)
	Chief Legal Ofcr & Secretary

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)
			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
Restricted Stock Units(1)	(2)	06/16/2025		A		182(3)		(4)	(4)	Common Stock	182	$0	14,724	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 September 16, 2027, subject to Mr. Min's continued employment with the Company on the 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.