Wendy’s (WEN) CIO Matthew Spessard receives multi-year RSU awards

Rhea-AI Filing Summary

Spessard Matthew P reported acquisition or exercise transactions in this Form 4 filing.

Wendy's Co Chief Information Officer Matthew P. Spessard received multiple grants of restricted stock units (RSUs) on March 16, 2026 as equity compensation. The awards, including dividend equivalent units, give him contingent rights to receive an equal number of common shares at no cash cost.

The RSUs vest over several future dates, with remaining installments scheduled on August 5, 11 and 12 in 2026, in two installments in 2027, and in some cases extending to 2028, all subject to his continued employment on the applicable vesting dates. Following these awards, he directly holds 63,937 RSUs.

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

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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^*

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)
03/16/2026

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)	03/16/2026		A		12(3)		(4)	(4)	Common Stock	12	$0	62,702	D
Restricted Stock Units(1)	(2)	03/16/2026		A		46(3)		(5)	(5)	Common Stock	46	$0	62,748	D
Restricted Stock Units(1)	(2)	03/16/2026		A		138(3)		(6)	(6)	Common Stock	138	$0	62,886	D
Restricted Stock Units(1)	(2)	03/16/2026		A		175(3)		(7)	(7)	Common Stock	175	$0	63,061	D
Restricted Stock Units(1)	(2)	03/16/2026		A		876(3)		(8)	(8)	Common Stock	876	$0	63,937	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 March 16, 2026.

4. The restricted stock units will vest in one remaining installment on August 11, 2026, 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 August 5, 2026 and 2027, 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 equal installments on February 20, 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 three equal installments on August 12, 2026, 2027 and 2028, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.

8. The restricted stock units will vest in two equal installments on August 12, 2026 and 2027, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.

	/s/ Mark L. Johnson, Attorney-in-Fact	03/18/2026
	** 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)

FAQ

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

Wendy’s reported that Chief Information Officer Matthew P. Spessard received several grants of restricted stock units on March 16, 2026. These equity awards are part of his compensation and give him contingent rights to receive common shares if vesting conditions are met.

How many restricted stock units does Matthew P. Spessard hold after the latest Wendy's Form 4?

After the March 16, 2026 grants, Matthew P. Spessard directly holds 63,937 restricted stock units. Each unit represents a contingent right to receive one share of Wendy’s common stock, subject to the applicable vesting schedule and continued employment conditions.

Are the Wendy's (WEN) RSU grants to Matthew P. Spessard open-market purchases or compensation awards?

The RSU transactions are compensation-related awards, not open-market stock purchases. They are classified as grant or award acquisitions at a price of $0.00 per unit, reflecting equity-based pay rather than cash-funded buying activity in Wendy’s shares.

When will Matthew P. Spessard’s Wendy's restricted stock units vest?

The RSUs vest in installments on August 5, 11 and 12, 2026, with further vesting in 2027 and, for some grants, in 2028. Vesting is conditioned on Mr. Spessard remaining employed with Wendy’s on each applicable vesting date.

What do the dividend equivalent rights mentioned in Wendy's Form 4 mean for the RSUs?

The RSUs include tandem dividend equivalent rights, meaning additional units are credited to reflect dividends declared on Wendy’s common stock. Footnotes note dividend equivalent units issued on March 16, 2026, enhancing the value of the overall equity award package.

Does this Wendy's (WEN) Form 4 indicate any stock sales by Matthew P. Spessard?

No stock sales are reported in this Form 4. All disclosed transactions are acquisitions of restricted stock units as equity compensation, with no sell transactions or tax-withholding dispositions listed in the summarized insider activity data.