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Wendy's CFO granted 370 RSUs in stock award

Wendy's grants CFO and Chief Strategy Officer 370 RSUs, vesting annually from 2027 to 2029, increasing his total restricted stock units to 39,906.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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

Wendy's Co (WEN) reported that its Chief Financial Officer and Chief Strategy Officer, Steven Cirulis, received a grant of 370 Restricted Stock Units (RSUs), including dividend equivalent units, on September 15, 2026. Each RSU represents a contingent right to receive one share of Wendy's common stock.

The RSUs, with tandem dividend equivalent rights and tax withholding rights, will vest in three equal installments on June 23, 2027, 2028, and 2029, subject to Mr. Cirulis' continued employment on each vesting date. Following this grant, he holds 39,906 RSUs directly.

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Insider Cirulis Steven
Role CFO & Chf Strategy Ofc
Type Security Shares Price Value
Grant/Award Restricted Stock Units F1, F2, F3, F4 370 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 39,906 contracts (Direct)
Footnotes (4)
  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 three equal installments on June 23, 2027, 2028 and 2029, subject to Mr. Cirulis' continued employment with the Company on the applicable vesting date.
RSUs granted 370 shares Restricted Stock Units granted to CFO Steven Cirulis on September 15, 2026
Underlying common stock 370 shares Each RSU represents a contingent right to receive one share of common stock
RSUs after transaction 39,906 units Total Restricted Stock Units held directly by Mr. Cirulis after the grant
Vesting dates 3 installments RSUs vest in equal installments on June 23, 2027, 2028, and 2029
Dividend equivalent units issuance date September 15, 2026 Date the dividend equivalent units represented by the RSUs were issued
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share"
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 rights financial
"With tandem dividend equivalent rights and tax withholding rights"
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
tax withholding rights financial
"With tandem dividend equivalent rights and tax withholding rights"
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.

FAQ

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

What equity award did Wendy's Co (WEN) CFO Steven Cirulis receive?

Mr. Cirulis received a grant of 370 Restricted Stock Units (RSUs) on September 15, 2026. Each RSU represents a contingent right to receive one share of Wendy's common stock and includes tandem dividend equivalent rights and tax withholding rights.

How and when do the new RSUs for WEN’s CFO vest?

The 370 RSUs will vest in three equal installments on June 23, 2027, 2028, and 2029, and each installment is subject to Mr. Cirulis’ continued employment with Wendy's on the applicable vesting date.

What does each Wendy's Co (WEN) RSU granted to the CFO represent?

Each RSU granted to Mr. Cirulis represents a contingent right to receive one share of Wendy's common stock, as disclosed, effectively linking the value of the award to the value of Wendy's common shares.

How many RSUs does the Wendy's Co (WEN) CFO hold after this grant?

After the September 15, 2026 grant, Mr. Cirulis holds 39,906 RSUs directly. This figure includes the newly granted 370 RSUs and prior restricted stock unit holdings.

What are dividend equivalent units in the WEN CFO’s RSU award?

The filing states that the award includes dividend equivalent units and notes that the 370 RSUs represent dividend equivalent units issued on September 15, 2026, with tandem dividend equivalent rights and tax withholding rights attached to the RSUs.

Was the WEN CFO’s RSU transaction made under a Rule 10b5-1 plan?

No. The filing indicates the Rule 10b5-1 checkbox is not affirmed, so this reported RSU grant is not designated as made pursuant to a Rule 10b5-1 trading plan.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Cirulis Steven

(Last)(First)(Middle)
C/O THE WENDY'S COMPANY
ONE DAVE THOMAS BLVD.

(Street)
DUBLIN 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CFO & Chf Strategy Ofc
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)(2)09/15/2026A370(3) (4) (4)Common Stock370$039,906D
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 three equal installments on June 23, 2027, 2028 and 2029, subject to Mr. Cirulis' continued employment with the Company on the applicable vesting date.
/s/ Mark L. Johnson, Attorney-in-Fact09/17/2026
** Signature of Reporting PersonDate
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)

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