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

Rhea-AI Filing Summary

Liliana Esposito, Chief Corporate Affairs & Sustainability Officer of Wendy's Co. (WEN), reported equity activity tied to restricted stock units on 08/11/2025. A grant of restricted stock units awarded August 11, 2023 vests in three equal installments; the first and second installments vested on August 11, 2024 and 2025. The filing shows 1,617 shares were acquired upon vesting (including 166 dividend-equivalent units) at a reported acquisition price of $0.

The report also shows a disposition of 473 shares at $10.30, and reports beneficial ownership following the transactions of 88,431 shares (direct). The filing notes the restricted stock units include tandem dividend equivalent rights and tax withholding rights.

Positive

• 1,617 shares were acquired upon vesting of restricted stock units, including 166 dividend-equivalent units
• Restricted stock units follow a clear vesting schedule from the August 11, 2023 grant with installments vesting annually

Negative

• A disposition of 473 shares was reported at $10.30, reducing direct beneficial ownership to 88,431 shares
• The filing indicates tax withholding rights attached to the RSUs, which can result in share disposals upon vesting

Insights

Securities Analyst

TL;DR: Officer received vested RSUs totaling 1,617 shares; a small sale of 473 shares is reported, leaving ~88.4k shares held.

The Form 4 discloses the scheduled vesting of restricted stock units granted August 11, 2023, with the second installment vesting on August 11, 2025. The vesting produced 1,617 shares, including 166 dividend-equivalent units, recorded as acquired at $0 per share. Separately, 473 shares were disposed at $10.30, with beneficial ownership reported at 88,431 shares following the transactions. For investors tracking insider alignment, this is routine compensation-related activity rather than an indicator of a change in ownership strategy.

Corporate Governance Expert

TL;DR: This is a standard executive equity vesting event with accompanying withholding/disposition activity; not a governance red flag.

The filing explicitly states the RSUs include dividend-equivalent and tax withholding rights and documents the vesting schedule tied to continued employment. The combination of acquisition at vesting and a contemporaneous disposal of 473 shares is consistent with common practices to satisfy withholding obligations. No departures, new grants beyond the 2023 award, or unusual transfer patterns are presented in the document.

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
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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^*

Esposito Liliana

(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)
	Chf Corp Affrs & Sustnblty Ofc

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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	08/11/2025		M		1,617	A	$0(1)	88,904	D
Common Stock	08/11/2025		F		473	D	$10.3	88,431	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)	08/11/2025		M			1,617(3)	(4)	(4)	Common Stock	1,617	$0	5,910	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 166 dividend equivalent units that had accrued on the restricted stock units.

4. The restricted stock units were granted on August 11, 2023 and vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date. The first and second installments (including the related dividend equivalent units) vested on August 11, 2024 and 2025, respectively.

	/s/ Mark L. Johnson, Attorney-in-Fact	08/13/2025
	** 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 did Liliana Esposito report on her Form 4 for WEN?

The Form 4 reports 1,617 shares acquired on 08/11/2025 upon vesting of restricted stock units and a disposition of 473 shares at $10.30; beneficial ownership is reported at 88,431 shares following the transactions.

How were the restricted stock units granted and when do they vest?

The RSUs were granted on August 11, 2023 and vest in three equal installments; the first and second installments vested on Aug 11, 2024 and Aug 11, 2025, respectively.

Why were 473 shares disposed according to the Form 4?

The filing shows a disposition of 473 shares at $10.30 and confirms the RSUs have tax withholding rights; the form does not otherwise specify the exact purpose of the disposition.

How many dividend-equivalent units were included in the vesting?

The vesting included 166 dividend-equivalent units credited on the restricted stock units.

What is the reporting person’s role at Wendy’s?

The reporting person, Liliana Esposito, is identified as Chief Corporate Affairs & Sustainability Officer of Wendy's Co.