[Form 4] Wendy's Co Insider Trading Activity

Rhea-AI Filing Summary

Kristin A. Dolan, a director of Wendy's Co (WEN), was granted 207 restricted stock units on 09/16/2025. Each unit represents a contingent right to one share of common stock and was issued as dividend equivalent units. The award carries a $0 price and increases Ms. Dolan's direct beneficial ownership to 14,365 shares following the grant. The restricted stock units vest in full on the earlier of May 21, 2026 or the date of the company's 2026 annual meeting, and vested shares will be delivered if she ceases service as a director.

Positive

• Director alignment: The grant of 207 restricted stock units increases Ms. Dolan's direct ownership to 14,365 shares, aligning her economic interests with shareholders.
• Standard vesting terms: Units vest on the earlier of May 21, 2026 or the company's 2026 annual meeting, a routine governance milestone.

Negative

• No materiality: The grant size (207 RSUs) is small and does not represent a material change to insider ownership or company capitalization.

Insights

Corporate Governance Expert

TL;DR: Director received a small equity award aligning interests with shareholders; routine governance practice.

The 207 restricted stock units are described as dividend equivalent units and vest on a standard time/event schedule tied to the 2026 annual meeting or a specified date. The grant was recorded at a $0 acquisition price, consistent with compensatory equity awards. The incremental ownership (reported 14,365 shares after the grant) modestly increases the director's stake, reinforcing alignment without creating a material dilution or change in control. The filing includes standard delivery language on termination of service.

Securities Analyst

TL;DR: Non-material insider award; no cash purchase and limited impact on share count or governance.

The transaction code and explanatory notes indicate these are compensatory restricted stock units issued as dividend equivalents on 09/16/2025. With only 207 units, the award is immaterial relative to typical public company float and does not signal a significant change in insider conviction or liquidity events. The zero price and vesting tied to the 2026 meeting are consistent with retention-oriented director compensation practices.

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).

1. Name and Address of Reporting Person^*

Dolan Kristin A

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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)	09/16/2025		A		207(2)		(3)	(3)	Common Stock	207	$0	14,365	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

2. Represents dividend equivalent units issued on September 16, 2025.

3. The restricted stock units will vest in full on the earlier of May 21, 2026 or the date of the Company's 2026 annual meeting of stockholders. Vested shares will be delivered upon Ms. Dolan's termination as a director of the Company.

	/s/ Mark L. Johnson, Attorney-in-Fact	09/18/2025
	** 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).
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.

FAQ

What transaction did the Wendy's (WEN) Form 4 report for Kristin A. Dolan?

The Form 4 reports a grant of 207 restricted stock units on 09/16/2025, issued as dividend equivalent units.

How many Wendy's shares does Kristin A. Dolan beneficially own after this Form 4 filing?

Following the reported transaction, Ms. Dolan beneficially owns 14,365 shares directly.

When do the restricted stock units granted to Kristin A. Dolan vest?

The RSUs vest in full on the earlier of May 21, 2026 or the date of Wendy's 2026 annual meeting of stockholders.

Will Kristin A. Dolan receive shares if she leaves the board?

The filing states that vested shares will be delivered upon Ms. Dolan's termination as a director, indicating delivery occurs post-vesting.

What price was paid for the restricted stock units in the WEN Form 4?

The reported price for the RSUs is $0, consistent with compensatory equity awards.