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

Rhea-AI Filing Summary

John Min, Chief Legal Officer & Secretary of The Wendy's Company (WEN), received equity awards on 08/12/2025. The filing reports two employee stock option grants of 209,002 options each with an exercise price of $10.11 and an expiration date of 08/12/2035; one option grant vests in three equal annual installments beginning 08/12/2026 and the other vests in two equal installments on 08/12/2026 and 08/12/2027, subject to continued employment. The filing also reports restricted stock unit grants of 16,543 and 82,715 RSUs, each representing the right to one share, with vesting in three and two equal installments respectively beginning 08/12/2026, subject to continued employment. All reported holdings are direct.

Positive

• Equity awards disclosed transparently: Form 4 reports option and RSU grants with clear vesting and exercise details.
• Long-term alignment: Time-based vesting over two-to-three years ties executive pay to continued service.

Negative

• Potential future dilution: Large option and RSU grant quantities could dilute existing shareholders if exercised/settled.

Insights

Financial Analyst

TL;DR: Routine executive equity awards granted to align long-term incentives without immediate cash impact.

The Form 4 documents standard compensation equity grants to the Chief Legal Officer: two option grants (each 209,002 options at $10.11, expiring 08/12/2035) and two RSU grants (16,543 and 82,715 units). Vesting schedules are time-based over two-to-three years, conditioned on continued employment. These grants increase potential future dilution if exercised but impose no immediate cash outflow for the company. For modeling, treat these as service-based compensation with multi-year vesting that will be recognized as expense over the vesting periods.

Corporate Governance Expert

TL;DR: Governance-wise this is a routine grant consistent with typical retention and incentive practices.

The filing shows time-based awards with explicit vesting tied to continued employment, which is a common retention mechanism. The direct ownership form is disclosed and there are tandem tax withholding and dividend equivalent rights noted for RSUs and options. No accelerated vesting, sales, or dispositions are reported. From a governance perspective, the disclosure is complete and follows required Section 16 reporting conventions.

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^*

Min John

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Ofcr & Secretary

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		209,002		(2)	08/12/2035	Common Stock	209,002	$0	209,002	D
Restricted Stock Units(3)	(4)	08/12/2025		A		16,543		(5)	(5)	Common Stock	16,543	$0	31,267	D
Employee Stock Option (Right to Buy)(1)	$10.11	08/12/2025		A		209,002		(6)	08/12/2035	Common Stock	209,002	$0	209,002	D
Restricted Stock Units(3)	(4)	08/12/2025		A		82,715		(7)	(7)	Common Stock	82,715	$0	113,982	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. Min'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. Min'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. Min'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. Min'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.
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FAQ

What equity awards did John Min receive on 08/12/2025?

He received two employee stock option grants of 209,002 options each (exercise price $10.11, expiration 08/12/2035) and two RSU grants of 16,543 and 82,715 units.

When do the awards vest for John Min (WEN)?

Vesting is time-based: one option vests in three equal installments on 08/12/2026, 2027 and 2028; the other option vests in two equal installments on 08/12/2026 and 08/12/2027. RSUs vest in matching three- and two-installment schedules, subject to continued employment.

What is the exercise price and expiration for the options?

Exercise price is $10.11 and the options expire on 08/12/2035.

Are the reported holdings direct or indirect?

All reported ownership is Direct (D) according to the Form 4 entries.

Do the RSUs include dividend rights or tax withholding provisions?

Yes. The filing states RSUs include tandem dividend equivalent rights and tax withholding rights.