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

Rhea-AI Filing Summary

The Wendy's Company (WEN) chief people officer, Matthew Coley O'Brien, was granted equity awards on 08/12/2025 consisting of employee stock options and restricted stock units. The filings show two option awards (each with exercise price $10.11) covering 178,074 underlying shares apiece and a total of 84,568 restricted stock units across two grants. Options have expirations of 08/12/2035 and vest in scheduled installments through 2028 (some awards vest in two installments, others in three), and RSUs convert to one share each on vesting. Awards include standard tax withholding and dividend equivalent features and are subject to continued employment for vesting.

Positive

• Long-term retention focus: Awards vest over two to three years, aligning executive incentives with multi-year performance
• Standard plan mechanics: Options include tandem net exercise and RSUs include dividend-equivalent and tax withholding rights

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive equity grants to align incentives; no immediate cash impact and vesting tied to continued service.

The Form 4 discloses grants to the Chief People Officer totaling stock options (exercise price $10.11) and 84,568 restricted stock units, with multi-year vesting through 2028. These are typical retention and incentive instruments rather than immediate compensation expense disclosures in this filing. Because the report documents grants rather than transfers or sales, the near-term market impact is likely minimal. The filing does not disclose grant fair value, accounting expense, or percentage dilution relative to outstanding shares, so assessment of materiality is limited by available data.

Compensation Specialist

TL;DR: Grants feature standard tandem net exercise and dividend-equivalent rights; vesting schedules vary between two- and three-year tranches.

The awards include tandem net exercise and tax withholding rights for options and dividend-equivalent rights for RSUs, consistent with standard executive equity plan mechanics. Vesting schedules differ by award: some options and RSUs vest in three equal annual installments beginning 08/12/2026, while others vest in two installments. These structures emphasize retention over multiple years. The Form 4 does not provide target incentive rationale or relative sizing versus salary, limiting further governance conclusions.

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^*

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)
08/12/2025

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		178,074		(2)	08/12/2035	Common Stock	178,074	$0	178,074	D
Restricted Stock Units(3)	(4)	08/12/2025		A		14,094		(5)	(5)	Common Stock	14,094	$0	38,854	D
Employee Stock Option (Right to Buy)(1)	$10.11	08/12/2025		A		178,074		(6)	08/12/2035	Common Stock	178,074	$0	178,074	D
Restricted Stock Units(3)	(4)	08/12/2025		A		70,474		(7)	(7)	Common Stock	70,474	$0	109,328	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 Mr. O'Brien'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 Mr. O'Brien'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 Mr. O'Brien'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 Mr. O'Brien'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.
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FAQ

What equity awards did WEN Chief People Officer receive on 08/12/2025?

The Form 4 shows grants of two employee stock option awards (each covering 178,074 shares at an exercise price of $10.11) and restricted stock units totaling 84,568 RSUs across two awards.

When do the awarded options and RSUs vest for Matthew O'Brien?

Vesting is staggered: some awards vest in three equal installments on 08/12/2026, 08/12/2027 and 08/12/2028; other awards vest in two equal installments on 08/12/2026 and 08/12/2027.

What is the expiration date of the stock options disclosed in the Form 4?

The employee stock options reported have an expiration date of 08/12/2035.

Do the RSUs include dividend or tax features?

Yes. The RSUs are described as having dividend equivalent rights and are subject to tax withholding rights.

Did the Form 4 report any sales or dispositions by the reporting person?

No. The Form 4 documents awards granted (acquisitions), not sales or dispositions.