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Wendy's Shows Confidence in CEO with Long-Term Stock Incentive Grant

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kirk Tanner, President & CEO of Wendy's, received new restricted stock units (RSUs) as part of dividend equivalent rights on June 16, 2025. The transaction details include:

  • 2,990 RSUs vesting in two equal installments on February 22, 2026 and 2027
  • 704 RSUs vesting in three equal installments on August 5, 2025, 2026, and 2027

Both grants include tandem dividend equivalent rights and tax withholding rights. Each RSU represents a contingent right to receive one share of Wendy's common stock, subject to Tanner's continued employment. Following these transactions, Tanner beneficially owns 299,590 RSUs directly. The RSUs were granted at $0 cost, reflecting their nature as dividend equivalent units rather than market purchases.

Positive

  • None.

Negative

  • None.
Insider Tanner Kirk
Role President & CEO
Type Security Shares Price Value
Grant/Award Restricted Stock Units 2,990 $0.00 --
Grant/Award Restricted Stock Units 704 $0.00 --
Holdings After Transaction: Restricted Stock Units — 298,886 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 two remaining equal installments on February 22, 2026 and 2027, subject to Mr. Tanner's continued employment with the Company on the applicable vesting date. The restricted stock units will vest in three equal installments on August 5, 2025, 2026 and 2027, subject to Mr. Tanner's continued employment with the Company on the applicable vesting date.
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Form 4 Insider Transactions: What Each Field Means →
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*
Tanner Kirk
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
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 2,990(3) (4) (4) Common Stock 2,990 $0 298,886 D
Restricted Stock Units(1) (2) 06/16/2025 A 704(3) (5) (5) Common Stock 704 $0 299,590 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 two remaining equal installments on February 22, 2026 and 2027, subject to Mr. Tanner's continued employment with the Company on the applicable vesting date.
5. The restricted stock units will vest in three equal installments on August 5, 2025, 2026 and 2027, subject to Mr. Tanner's continued employment with the Company on the applicable 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

FAQ

How many restricted stock units (RSUs) did WEN's CEO Kirk Tanner receive on June 16, 2025?

On June 16, 2025, WEN's CEO Kirk Tanner received two grants of restricted stock units as dividend equivalent units: 2,990 RSUs that vest in two equal installments (February 2026 and 2027) and 704 RSUs that vest in three equal installments (August 2025, 2026, and 2027).

What is the total number of WEN shares Kirk Tanner owns after the June 2025 RSU grant?

Following the reported transactions, Kirk Tanner beneficially owns 299,590 restricted stock units of WEN (Wendy's Company), all held in direct ownership form.

What are the vesting dates for WEN CEO's latest RSU grants from June 2025?

The first grant of 2,990 RSUs will vest in two equal installments on February 22, 2026 and 2027. The second grant of 704 RSUs will vest in three equal installments on August 5, 2025, 2026, and 2027. Both grants are subject to Tanner's continued employment with WEN.

What positions does Kirk Tanner hold at WEN according to the Form 4?

According to the Form 4 filing, Kirk Tanner serves as both a Director and President & CEO of The Wendy's Company (WEN).

What was the purchase price of WEN's restricted stock units granted to Kirk Tanner?

The restricted stock units were granted at $0 cost to Kirk Tanner, as they represent dividend equivalent units issued by WEN. Each RSU represents a contingent right to receive one share of the Company's common stock upon vesting.