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

Rhea-AI Filing Summary

Insider grant disclosure: The Form 4 shows that E.J. Wunsch, President, International of The Wendy's Company (WEN), was granted employee stock options and restricted stock units on 08/12/2025. Two Employee Stock Option awards with an exercise price of $10.11 are reported, each listing 284,918 underlying shares and an expiration/exercise window through 08/12/2035. Two Restricted Stock Unit awards were reported for 22,551 and 112,759 units. The RSUs and options vest in scheduled installments in 2026–2028 (vesting contingent on continued employment) and the RSUs reflect dividend-equivalent and tax-withholding rights.

Insights

Financial Analyst

TL;DR: Significant equity awards were granted to a senior executive, increasing potential future dilution and aligning compensation with long-term performance.

The filing documents large long-term incentive grants to E.J. Wunsch comprising two option awards (each for 284,918 shares at a $10.11 exercise price) and two RSU grants (22,551 and 112,759 units). Vesting is time-based over 2026–2028 and subject to continued employment, with RSUs carrying dividend-equivalent and tax-withholding features. These awards could meaningfully increase outstanding share-based obligations if fully vested and exercised, and should be tracked against total share count and outstanding option pools for dilution assessment.

Corporate Governance Expert

TL;DR: The disclosure is routine for executive compensation but requires monitoring for governance and disclosure clarity.

The Form 4 transparently reports the grant dates, amounts, exercise price, vesting schedules, and ancillary rights (dividend equivalents, tax withholding, tandem net exercise). Vesting is explicitly contingent on continued employment. The filing is compliant in form and provides necessary detail for shareholders to evaluate timing and potential insider alignment, though aggregation or repetition of entries requires care when reconciling with proxy compensation tables.

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

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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^*

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)
08/12/2025

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		284,918		(2)	08/12/2035	Common Stock	284,918	$0	284,918	D
Restricted Stock Units(3)	(4)	08/12/2025		A		22,551		(5)	(5)	Common Stock	22,551	$0	35,716	D
Employee Stock Option (Right to Buy)(1)	$10.11	08/12/2025		A		284,918		(6)	08/12/2035	Common Stock	284,918	$0	284,918	D
Restricted Stock Units(3)	(4)	08/12/2025		A		112,759		(7)	(7)	Common Stock	112,759	$0	148,475	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. Wunsch'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. Wunsch'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. Wunsch'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. Wunsch'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

Who filed the Form 4 for WEN and what is their role?

E.J. Wunsch, President, International of The Wendy's Company, is the reporting person listed on the Form 4.

What equity awards were granted to the reporting person on 08/12/2025?

Two Employee Stock Option awards (each for 284,918 shares at a $10.11 exercise price) and two RSU awards of 22,551 and 112,759 units were reported.

When do the reported awards vest?

Vesting is scheduled in installments during 2026–2028, with specific grants vesting in two- or three-equal-installment schedules, contingent on continued employment.

Do the RSUs carry any additional rights?

Yes, the RSUs include tandem dividend equivalent rights and tax withholding rights as stated in the filing.

What is the exercise period or expiration for the option awards?

The Employee Stock Option entries show an expiration/exercise through 08/12/2035 for the reported grants.