Wendy's Co (WEN) officer receives dividend-based restricted stock units

Rhea-AI Filing Summary

The Wendy's Company reported that its President, International received multiple grants of restricted stock units as dividend equivalents on December 15, 2025. These restricted stock units carry tandem dividend equivalent and tax withholding rights and each unit represents a contingent right to receive one share of Wendy's common stock at no cash cost to the executive.

The filing explains that portions of these restricted stock units, including a grant of 1,946 units, will vest over time if the executive remains employed. Vesting dates run through August 2028, with some awards vesting in one remaining installment in August 2026, others in two equal installments in August 2026 and 2027, and others in three equal installments in August 2026, 2027 and 2028.

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)
12/15/2025

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)	12/15/2025		A		49(3)		(4)	(4)	Common Stock	49	$0	150,698	D
Restricted Stock Units(1)	(2)	12/15/2025		A		178(3)		(5)	(5)	Common Stock	178	$0	150,876	D
Restricted Stock Units(1)	(2)	12/15/2025		A		389(3)		(6)	(6)	Common Stock	389	$0	151,265	D
Restricted Stock Units(1)	(2)	12/15/2025		A		1,946(3)		(7)	(7)	Common Stock	1,946	$0	153,211	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 December 15, 2025.

4. The restricted stock units will vest in one remaining installment on August 11, 2026, subject to Mr. Wunsch's continued employment with the Company on the vesting date.

5. The restricted stock units will vest in two remaining equal installments on August 5, 2026 and 2027, subject to Mr. Wunsch's continued employment with the Company on the applicable vesting date.

6. 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.

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	12/17/2025
	** 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).
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FAQ

What insider activity did Wendy's Co (WEN) report in this Form 4?

The company reported that its President, International received several grants of restricted stock units on December 15, 2025 as dividend equivalents tied to existing equity awards.

How many restricted stock units were included in the largest new grant for WEN?

The largest individual grant disclosed consists of 1,946 restricted stock units, each representing a contingent right to receive one share of Wendy's common stock.

What do the restricted stock units in this Wendy's (WEN) filing represent?

Each restricted stock unit represents a contingent right to receive one share of Wendy's common stock, with associated dividend equivalent and tax withholding rights, subject to future vesting conditions.

When will the newly reported Wendy's (WEN) restricted stock units vest?

The filing states that various portions of the units will vest if the executive stays employed, including one remaining installment on August 11, 2026, two equal installments on August 5, 2026 and 2027, three equal installments on August 12, 2026, 2027 and 2028, and two equal installments on August 12, 2026 and 2027.

Did the Wendy's (WEN) executive pay cash for these restricted stock units?

No cash price is shown for these grants; the table lists a price of $0 for the restricted stock units, indicating they were awarded rather than purchased for cash.

What role does the reporting person hold at Wendy's Co (WEN)?

The reporting person is identified as an officer of Wendy's, serving as President, International.