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

Rhea-AI Filing Summary

Matthew P. Spessard, Chief Information Officer and director of The Wendy's Company (WEN), reported equity awards granted on 08/12/2025. The filing shows two employee stock option grants (each for 107,781 options) with an exercise price of $10.11 and an indicated exercisable/expiration date of 08/12/2035, each listed as 107,781 options beneficially owned following the transactions. The filing also reports restricted stock units of 8,531 and 42,655, recorded as leading to totals of 21,470 and 64,125 common shares beneficially owned following the reported transactions. The grant terms include vesting schedules (three-installment and two-installment vesting, contingent on continued employment) and tandem tax-withholding and dividend-equivalent rights. The form is signed by an attorney-in-fact on behalf of Mr. Spessard on 08/14/2025.

Positive

• Significant long-term equity grants were made to the CIO, indicating retention and alignment with shareholder interests.
• Clear vesting schedules are disclosed (two- and three-installment vesting), which links pay to continued service.
• Form 4 filed and signed, demonstrating timely insider disclosure procedures were followed.

Negative

• None.

Insights

Compensation Analyst

TL;DR: Large multi-year equity awards granted to the CIO align long-term incentives with shareholder value through time-based vesting.

The filing documents substantial option and restricted stock unit grants to the Chief Information Officer on 08/12/2025: two option awards of 107,781 options each at a $10.11 exercise price and RSU awards of 8,531 and 42,655 units. Vesting is time-based (two- and three-installment schedules) and contingent on continued employment, with tax-withholding and dividend-equivalent provisions. From a pay-design perspective, the awards emphasize retention and long-term alignment rather than immediate cash compensation. The filing does not include grant-date fair value, total outstanding dilution, or comparisons to prior awards, limiting deeper compensation benchmarking.

Corporate Governance Expert

TL;DR: The grant is a routine, disclosure-compliant insider award with standard vesting and tax provisions; no governance concerns evident in the filing.

The Form 4 shows an insider equity grant reported promptly and includes explicit vesting schedules and tax/delivery mechanics (tandem net exercise and withholding rights). The reporting person is identified as an officer and director, and the filing is executed by an attorney-in-fact. The document contains no indications of related-party transactions, accelerated vesting, or extraordinary terms that would raise governance flags. However, the filing lacks context on grant approval (e.g., compensation committee action) and comparative historical awards, so governance assessment is limited to the information provided.

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^*

Spessard Matthew P

(Last) (First) (Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BLVD.

(Street)

DUBIN 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 Information 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		107,781		(2)	08/12/2035	Common Stock	107,781	$0	107,781	D
Restricted Stock Units(3)	(4)	08/12/2025		A		8,531		(5)	(5)	Common Stock	8,531	$0	21,470	D
Employee Stock Option (Right to Buy)(1)	$10.11	08/12/2025		A		107,781		(6)	08/12/2035	Common Stock	107,781	$0	107,781	D
Restricted Stock Units(3)	(4)	08/12/2025		A		42,655		(7)	(7)	Common Stock	42,655	$0	64,125	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. Spessard'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. Spessard'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. Spessard'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. Spessard'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.
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 did Matthew P. Spessard report on the Form 4 for WEN?

He reported equity awards on 08/12/2025: two employee stock option grants of 107,781 options each and restricted stock units of 8,531 and 42,655.

What is the exercise price and expiration for the options reported by the WEN CIO?

Each reported employee stock option has an exercise price of $10.11 and an indicated date of 08/12/2035.

How do the reported restricted stock units vest for Mr. Spessard?

The RSUs include tandem dividend-equivalent and withholding rights and vest in two- or three-installment schedules, subject to continued employment on each vesting date.

Who signed the Form 4 for the reporting person and when?

The Form 4 was signed by Mark L. Johnson, Attorney-in-Fact on behalf of the reporting person on 08/14/2025.

Does the Form 4 indicate any disposals or sales by Mr. Spessard?

No. The filing shows only acquisitions (denoted as 'A') of options and restricted stock units; no disposals are reported.