Wendy's (WEN) director Peter May gets stock grant instead of cash fees

Rhea-AI Filing Summary

MAY PETER W reported acquisition or exercise transactions in this Form 4 filing.

Wendy's director Peter W. May received a grant of 4,262 shares of common stock at $6.98 per share. The shares were issued under the company’s 2020 Omnibus Award Plan in lieu of quarterly Board and Board committee cash retainer fees, with the price based on a 20‑day average closing price.

Following this grant, May directly holds 5,567,276 common shares. In addition, entities referred to as Trian Partners hold 14,943,466 common shares, over which Trian Fund Management, L.P. determines investment and voting decisions. May, as president and a founding partner of Trian Fund Management and a member of related general partner entities, may be deemed to share voting and dispositive power over these shares, while the reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider MAY PETER W

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,262	$6.98	$30K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 5,567,276 shares (Direct, null); Common Stock — 14,943,466 shares (Indirect, By Trian Partners)

Footnotes (1)

1. Shares were issued pursuant to the Company's 2020 Omnibus Award Plan (the "Plan") in lieu of a quarterly Board of Directors retainer fee and a quarterly Board committee retainer fee that would otherwise be payable in cash. In accordance with the Plan, the price is the average of the closing price per share on the 20 consecutive trading days immediately preceding the date on which the retainer fees would otherwise be payable. Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Fund-G II L.P., and Trian Partners Strategic Fund-K, L.P. (collectively, the "Trian Funds"), and as such determines the investment and voting decisions of the Trian Funds with respect to the shares of the Issuer held by them. Mr. May is the President and a founding partner of Trian Management, and as such may be deemed to share voting and dispositive power with Trian Management over shares of the Issuer held by the Trian Funds. (FN 1, contd.) Mr. May is also a member of Trian Partners General Partner, LLC ("Trian GP LLC"), the general partner of Trian Partners GP, L.P. ("Trian GP"), and as such is in a position to determine the investment and voting decisions made by Trian GP LLC on behalf of Trian GP. Accordingly, Mr. May and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares owned by the Trian Funds and Trian GP (collectively, "Trian Partners"). The reporting persons disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Key Figures

Shares granted: 4,262 shares Grant price: $6.98 per share Direct holdings after grant: 5,567,276 shares +2 more

5 metrics

Shares granted 4,262 shares Common stock grant in lieu of quarterly Board and committee retainers

Grant price $6.98 per share Average closing price over 20 consecutive trading days before fee date

Direct holdings after grant 5,567,276 shares Peter W. May direct ownership of Wendy's common stock

Indirect Trian holdings 14,943,466 shares Shares of Wendy's common stock held by Trian Partners entities

Acquire transactions 1 transaction Non-derivative grant, award, or other acquisition reported

Key Terms

2020 Omnibus Award Plan, retainer fee, average of the closing price, beneficially own, +2 more

6 terms

2020 Omnibus Award Plan financial

"Shares were issued pursuant to the Company's 2020 Omnibus Award Plan (the "Plan") in lieu of a quarterly Board..."

retainer fee financial

"in lieu of a quarterly Board of Directors retainer fee and a quarterly Board committee retainer fee..."

average of the closing price financial

"the price is the average of the closing price per share on the 20 consecutive trading days..."

beneficially own regulatory

"may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3...)"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

pecuniary interest financial

"reporting persons disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein"

voting and dispositive power financial

"may be deemed to share voting and dispositive power with Trian Management over shares of the Issuer..."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 05:22 PM Accepted by SEC EDGAR 07/01/2026 - 05:22 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^*

MAY PETER W

(Last) (First) (Middle)

223 SUNSET AVENUE

(Street)

PALM BEACH FLORIDA 33480

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026

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
Common Stock	06/29/2026		A		4,262	A(1)	$6.98	5,567,276	D
Common Stock								14,943,466	I	By Trian Partners(2)(3)

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

Explanation of Responses:

1. Shares were issued pursuant to the Company's 2020 Omnibus Award Plan (the "Plan") in lieu of a quarterly Board of Directors retainer fee and a quarterly Board committee retainer fee that would otherwise be payable in cash. In accordance with the Plan, the price is the average of the closing price per share on the 20 consecutive trading days immediately preceding the date on which the retainer fees would otherwise be payable.

2. Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Fund-G II L.P., and Trian Partners Strategic Fund-K, L.P. (collectively, the "Trian Funds"), and as such determines the investment and voting decisions of the Trian Funds with respect to the shares of the Issuer held by them. Mr. May is the President and a founding partner of Trian Management, and as such may be deemed to share voting and dispositive power with Trian Management over shares of the Issuer held by the Trian Funds.

3. (FN 1, contd.) Mr. May is also a member of Trian Partners General Partner, LLC ("Trian GP LLC"), the general partner of Trian Partners GP, L.P. ("Trian GP"), and as such is in a position to determine the investment and voting decisions made by Trian GP LLC on behalf of Trian GP. Accordingly, Mr. May and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares owned by the Trian Funds and Trian GP (collectively, "Trian Partners"). The reporting persons disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Daniel R. Marx, Attorney-In-Fact for Peter W. May	07/01/2026
	** 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) director Peter W. May report in this Form 4?

Peter W. May reported receiving 4,262 shares of Wendy's common stock. These shares were granted under the 2020 Omnibus Award Plan instead of paying his quarterly Board and committee retainer fees in cash, reflecting routine equity-based director compensation.

At what price were Peter May's Wendy's (WEN) shares granted?

The 4,262 Wendy's shares were granted at $6.98 per share. This price equals the average closing price over 20 consecutive trading days before the date when the cash retainer fees would otherwise have been payable to the director.

How many Wendy's (WEN) shares does Peter May hold directly after this grant?

After the grant, Peter May directly holds 5,567,276 shares of Wendy's common stock. This total reflects his direct ownership position as reported in the Form 4 and includes the additional 4,262 shares received in lieu of quarterly retainer fees.

What is the role of Trian Partners in Peter May's Wendy's (WEN) holdings?

Trian Partners entities hold 14,943,466 Wendy's shares, with Trian Fund Management, L.P. making investment and voting decisions. As president and founding partner, Peter May may be deemed to share voting and dispositive power over these shares, subject to beneficial ownership disclaimers.

Were Peter May's Wendy's (WEN) shares acquired through open-market buying or compensation?

The 4,262 shares were acquired as compensation, not through open-market buying. They were granted under Wendy’s 2020 Omnibus Award Plan in place of cash Board and committee retainer fees, following a plan formula based on a 20‑day average closing price.

Does Peter May claim full beneficial ownership of Wendy's (WEN) shares held by Trian funds?

The filing states that Peter May and Trian Fund Management may be deemed to beneficially own shares held by the Trian funds. However, the reporting persons expressly disclaim beneficial ownership of these shares except to the extent of their pecuniary interest in the securities.