Wendy's Executive Compensation Plan Ties CFO's Interest to Shareholder Returns

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Wendy's Chief Financial Officer Kenneth M. Cook received 214 Restricted Stock Units (RSUs) on June 16, 2025, as reported in this Form 4 filing. The RSUs were granted as dividend equivalent units with the following key details:

Total RSUs beneficially owned after transaction: 17,346 units
Vesting date: December 2, 2027
Vesting condition: Continued employment with Wendy's until the vesting date
Features: Includes tandem dividend equivalent rights and tax withholding rights
Each RSU represents a contingent right to receive one share of Wendy's common stock

The transaction was executed at $0 cost to the executive, as these units were issued as dividend equivalents on existing RSU holdings. The filing was signed by Mark L. Johnson as attorney-in-fact on June 18, 2025.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cook Kenneth M.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	214	$0.00	--

Holdings After Transaction: Restricted Stock Units — 17,346 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 December 2, 2027, subject to Mr. Cook'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 - 05:16 PM

FAQ

How many restricted stock units (RSUs) did WEN's CFO Kenneth Cook receive on June 16, 2025?

According to the Form 4 filing, Kenneth Cook, CFO of Wendy's, received 214 restricted stock units as dividend equivalent units on June 16, 2025.

When will Kenneth Cook's WEN restricted stock units vest?

The restricted stock units will vest in full on December 2, 2027, subject to Mr. Cook's continued employment with The Wendy's Company through the vesting date.

How many total restricted stock units does WEN's CFO own after this transaction?

Following this transaction, Kenneth Cook beneficially owns 17,346 restricted stock units of Wendy's (WEN) directly.

What was the purchase price of the RSUs granted to WEN's CFO in this Form 4?

The restricted stock units were granted at $0 cost to Kenneth Cook, as they represent dividend equivalent units issued on existing RSU holdings.

What type of ownership does Kenneth Cook have for his WEN restricted stock units?

According to the Form 4 filing, Kenneth Cook's ownership of the restricted stock units is Direct (D), rather than Indirect ownership.

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^*

Cook Kenneth M.

(Last)

(First)

(Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BLVD.

(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 Financial 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		214⁽³⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	214	$0	17,346	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 December 2, 2027, subject to Mr. Cook'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.

Source: View Original Filing on SEC EDGAR