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

Rhea-AI Filing Summary

Matthew P. Spessard, Chief Information Officer of The Wendy's Company (WEN), reported equity activity tied to restricted stock units and common shares. On 08/11/2025 a tranche of 580 restricted stock units was recorded as acquired at $0 and an additional 169 common shares were disposed of at $10.30 per share. After the reported transactions Mr. Spessard's direct common stock holdings were shown as 7,803 shares and his derivative holdings (restricted stock units) were reported as 12,939 units.

The filing discloses that the RSUs were granted on 08/11/2023, include 58 dividend equivalent units and tax withholding rights, and vest in three equal annual installments with the first two installments having vested on the first and second anniversaries of the grant date.

Insights

Corporate Governance Expert

Routine equity compensation vesting and a small open-market disposal; minimal governance concern.

The Form 4 shows standard executive compensation mechanics: a scheduled vesting of RSUs granted in 2023 produced 580 shares, and a reported disposition of 169 shares at $10.30. The disclosure is complete in listing grant date, dividend equivalent units, and the vesting schedule, which supports transparency. There is no indication of extraordinary insider trading activity or unusual timing in the document itself.

Compensation Analyst

Compensation-related vesting event converted RSUs to shares; size is modest relative to typical executive packages.

The record confirms the RSU grant structure (three equal annual installments) and shows the second installment vesting, including 58 dividend equivalent units. The conversion of 580 units to shares at $0 reflects standard settlement of RSUs rather than a cash purchase. The 169-share disposition at $10.30 is small in absolute terms on its face and is reported as required.

Insider Trade Summary

580 shares exercised/converted

Mixed 3 txns

Insider Spessard Matthew P

Role Chief Information Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	580	$0.00	--
Exercise	Common Stock	580	$0.00	--
Tax Withholding	Common Stock	169	$10.30	$2K

Holdings After Transaction: Restricted Stock Units — 12,939 shares (Direct); Common Stock — 7,972 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. With tandem dividend equivalent rights and tax withholding rights. Includes 58 dividend equivalent units that had accrued on the restricted stock units. 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. Spessard'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.

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^*

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)
08/11/2025

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		580	A	$0(1)	7,972	D
Common Stock	08/11/2025		F		169	D	$10.3	7,803	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			580(3)	(4)	(4)	Common Stock	580	$0	12,939	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 58 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. Spessard'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.
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