Wendy's CIO granted five RSU awards at $0

Wendy’s chief information officer received new RSU dividend equivalent units that vest between 2027 and 2029, contingent on continued employment.

Rhea-AI Filing Summary

Wendy's Co (symbol: WEN) is the issuer of record for a Form 4 filing submitted to the SEC. Spessard Matthew P reported acquisition or exercise transactions in this Form 4 filing.

Wendy's Co (WEN) reported that Chief Information Officer Matthew P. Spessard received multiple grants of restricted stock units (RSUs) on September 15, 2026, as dividend equivalent units tied to prior equity awards. Each RSU represents a contingent right to receive one share of common stock, with vesting in installments from 2027 through 2029, subject to his continued employment.

Insider Trade Summary

Grant/Award: 458 shares

Grant/Award 5 txns

Insider Spessard Matthew P

Role Chief Information Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units F1, F2, F3, F4	11	$0.00	$0.00
Grant/Award	Restricted Stock Units F1, F2, F3, F5	68	$0.00	$0.00
Grant/Award	Restricted Stock Units F1, F2, F3, F6	57	$0.00	$0.00
Grant/Award	Restricted Stock Units F1, F2, F3, F7	215	$0.00	$0.00
Grant/Award	Restricted Stock Units F1, F2, F3, F8	107	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 49,341 contracts (Direct)

Footnotes (8)

1. F1. With tandem dividend equivalent rights and tax withholding rights.
2. F2. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
3. F3. Represents dividend equivalent units issued on September 15, 2026.
4. F4. The restricted stock units will vest in one remaining installment on August 5, 2027, subject to Mr. Spessard's continued employment with the Company on the vesting date.
5. F5. The restricted stock units will vest in two remaining equal installments on February 20, 2027 and 2028, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.
6. F6. The restricted stock units will vest in two remaining installments on August 12, 2027 and 2028, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.
7. F7. The restricted stock units will vest in one remaining installment on August 12, 2027, subject to Mr. Spessard's continued employment with the Company on the vesting date.
8. F8. The restricted stock units will vest in three equal installments on August 11, 2027, 2028 and 2029, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.

Key Figures

RSUs granted (block 1): 11 units RSUs granted (block 2): 68 units RSUs granted (block 3): 57 units +5 more

8 metrics

RSUs granted (block 1) 11 units Restricted stock units granted as dividend equivalent units on September 15, 2026

RSUs granted (block 2) 68 units Restricted stock units granted as dividend equivalent units on September 15, 2026

RSUs granted (block 3) 57 units Restricted stock units granted as dividend equivalent units on September 15, 2026

RSUs granted (block 4) 215 units Restricted stock units granted as dividend equivalent units on September 15, 2026

RSUs granted (block 5) 107 units Restricted stock units granted as dividend equivalent units on September 15, 2026

RSU vesting dates (single-installment awards) August 5, 2027; August 12, 2027 Remaining vesting dates for certain RSU awards, subject to continued employment

RSU vesting dates (multi-year awards) 2027–2029 Some RSUs vest in two or three installments between 2027 and 2029, contingent on employment

Price per RSU $0.00 Reported transaction price per unit for each RSU grant on September 15, 2026

Key Terms

Restricted Stock Units, dividend equivalent units, tandem dividend equivalent rights, tax withholding rights, +1 more

5 terms

Restricted Stock Units financial

"security title is listed as Restricted Stock Units for each transaction"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend equivalent units financial

"Represents dividend equivalent units issued on September 15, 2026"

Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.

tandem dividend equivalent rights financial

"With tandem dividend equivalent rights and tax withholding rights"

tax withholding rights financial

"With tandem dividend equivalent rights and tax withholding rights"

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Wendy's Co (WEN) disclose about Matthew P. Spessard in this Form 4?

The filing shows Matthew P. Spessard, Chief Information Officer of Wendy's Co, received several grants of restricted stock units on September 15, 2026, as dividend equivalent units that may convert into common shares if vesting conditions are met.

How many RSU dividend equivalent units did the Wendy's (WEN) CIO receive?

Matthew P. Spessard received dividend equivalent restricted stock units covering 11, 68, 57, 215, and 107 underlying shares in separate grants, each RSU representing the right to receive one share of Wendy’s common stock upon vesting.

Were the Wendy's (WEN) RSU grants to Matthew P. Spessard made under a Rule 10b5-1 plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not affirmed, and no footnote states that the RSU grants or dividend equivalent units were made pursuant to a Rule 10b5-1 trading plan.

What are the vesting conditions for the Wendy's (WEN) RSUs granted to Matthew P. Spessard?

The RSUs vest in scheduled future installments between 2027 and 2029. Each footnote states that vesting is subject to Mr. Spessard’s continued employment with Wendy’s on the applicable vesting date.

Do the RSUs granted to the Wendy's (WEN) CIO include dividend and tax features?

Yes. Footnotes state the awards include tandem dividend equivalent rights and tax withholding rights, meaning additional units are credited as dividend equivalents and shares may be used to satisfy tax obligations when the RSUs settle.

What type of securities are reported in this Wendy's (WEN) Form 4 for Matthew P. Spessard?

The Form 4 reports Restricted Stock Units as derivative securities, each corresponding to one share of common stock upon settlement, with all reported holdings shown as direct ownership by Matthew P. Spessard.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 04:48 PM Accepted by SEC EDGAR 09/17/2026 - 04:48 PM Learn about SEC filing dates

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 OHIO 43017

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	09/15/2026		A		11(3)		(4)	(4)	Common Stock	11	$0	48,894	D
Restricted Stock Units(1)	(2)	09/15/2026		A		68(3)		(5)	(5)	Common Stock	68	$0	48,962	D
Restricted Stock Units(1)	(2)	09/15/2026		A		57(3)		(6)	(6)	Common Stock	57	$0	49,019	D
Restricted Stock Units(1)	(2)	09/15/2026		A		215(3)		(7)	(7)	Common Stock	215	$0	49,234	D
Restricted Stock Units(1)	(2)	09/15/2026		A		107(3)		(8)	(8)	Common Stock	107	$0	49,341	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 September 15, 2026.

4. The restricted stock units will vest in one remaining installment on August 5, 2027, subject to Mr. Spessard's continued employment with the Company on the vesting date.

5. The restricted stock units will vest in two remaining equal installments on February 20, 2027 and 2028, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.

6. The restricted stock units will vest in two remaining installments on August 12, 2027 and 2028, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.

7. The restricted stock units will vest in one remaining installment on August 12, 2027, subject to Mr. Spessard's continued employment with the Company on the vesting date.

8. The restricted stock units will vest in three equal installments on August 11, 2027, 2028 and 2029, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.

	/s/ Mark L. Johnson, Attorney-in-Fact	09/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)