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

Rhea-AI Filing Summary

Wendy's insider filing for Executive & Director E.J. Wunsch reports transactions on 08/11/2025. The filing shows 2,850 restricted stock units vested (including 296 dividend equivalent units), converting into common shares at a $0 price. On the same date the filing shows a sale of 851 common shares at $10.30 each. After these reported transactions the filing lists 70,491 shares of common stock beneficially owned and 13,165 restricted stock units outstanding (direct ownership).

The RSUs were originally granted on 08/11/2023 and vest in three equal annual installments; the first and second installments vested on 08/11/2024 and 08/11/2025, subject to continued employment. The form was submitted on behalf of Wunsch by an attorney-in-fact.

Insights

Securities Analyst

TL;DR: Routine executive compensation vesting with a small concurrent sale; likely a standard tax/compensation event, not a structural change.

The Form 4 documents the vesting of 2,850 restricted stock units and a concurrent sale of 851 shares at $10.30 on 08/11/2025. The vesting follows a 08/11/2023 grant scheduled in three equal installments. Such filings commonly reflect scheduled compensation realization and tax-related sales rather than strategic shifts. The filing shows final direct beneficial ownership of 70,491 common shares and 13,165 RSUs remaining. For market impact, the reported amounts are modest relative to company-wide float and present no obvious change to control or capital structure.

Corporate Governance Expert

TL;DR: Disclosure is complete for the reported transactions and explains vesting schedule and dividend equivalents.

The filing clearly identifies the reporting person as President, International and discloses the source of shares as vested restricted stock units granted 08/11/2023 with tandem dividend equivalent rights and tax withholding rights. The explanation section quantifies accrued dividend equivalents (296 units) and confirms vesting dates. Signature by an attorney-in-fact is provided. From a governance and compliance perspective, the Form 4 contains the required transaction dates, codes, quantities, prices, and post-transaction beneficial ownership figures.

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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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^*

Wunsch E.J.

(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)
	President, International

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		2,850	A	$0(1)	71,342	D
Common Stock	08/11/2025		F		851	D	$10.3	70,491	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			2,850(3)	(4)	(4)	Common Stock	2,850	$0	13,165	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 296 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 Mr. Wunsch'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.
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.

FAQ

What transactions did the Wendy's insider Wunsch report on Form 4 for WEN?

Wunsch reported that 2,850 restricted stock units vested and that he sold 851 WEN shares at $10.30 each on 08/11/2025.

How many shares does Wunsch beneficially own after the reported transactions (WEN)?

Following the transactions, Wunsch beneficially owned 70,491 shares of common stock and had 13,165 restricted stock units reported as directly owned.

When were the vested RSUs originally granted?

The restricted stock units were granted on 08/11/2023 and vest in three equal annual installments, per the filing.

Did the RSUs include dividend equivalents or tax-withholding features?

Yes. The filing states the RSUs include tandem dividend equivalent rights and tax withholding rights and notes 296 dividend equivalent units accrued on the RSUs.

What role does the reporting person hold at Wendy's (WEN)?

The reporting person is identified as President, International and the form indicates the filing relates to an officer of the company.