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Wendy's Co (WEN) grants CFO 39,536 RSUs and 707,811 options

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Wendy's Co reported that its CFO and Chief Strategy Officer, Steven Cirulis, received new equity awards. He was granted 39,536 restricted stock units and options on 707,811 shares of common stock at an exercise price of $6.26 per share. Both the options and the restricted stock units vest in three equal installments on June 23, 2027, 2028, and 2029, contingent on his continued employment. Each restricted stock unit represents the right to receive one share of common stock, and the awards include related tax withholding and net exercise features.

Positive

  • None.

Negative

  • None.
Insider Cirulis Steven
Role CFO & Chf Strategy Ofc
Type Security Shares Price Value
Grant/Award Employee Stock Option (Right to Buy) 707,811 $0.00 --
Grant/Award Restricted Stock Units 39,536 $0.00 --
Holdings After Transaction: Employee Stock Option (Right to Buy) — 707,811 shares (Direct, null); Restricted Stock Units — 39,536 shares (Direct, null)
Footnotes (1)
  1. With tandem net exercise and tax withholding rights. The option vests 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. With tandem dividend equivalent rights and tax withholding rights. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. 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.
RSU grant 39,536 restricted stock units Granted to CFO Steven Cirulis on June 23, 2026
Option grant size 707,811 options Employee stock options granted on June 23, 2026
Option exercise price $6.26 per share Exercise price for employee stock options
RSU underlying shares 39,536 shares Each RSU equals one common share
Option underlying shares 707,811 shares Underlying common stock for the options
Option expiration June 23, 2036 Expiration date of employee stock options
Restricted Stock Units financial
"security_title: "Restricted Stock Units" and footnote on contingent right to shares"
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.
Employee Stock Option (Right to Buy) financial
"security_title: "Employee Stock Option (Right to Buy)" for the option grant"
net exercise financial
"footnote: "With tandem net exercise and tax withholding rights.""
dividend equivalent rights financial
"footnote: "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
"footnotes referencing tax withholding rights with options and RSUs"
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Form 4 Insider Transactions: What Each Field Means →
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)
06/23/2026		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
Employee Stock Option (Right to Buy)(1)$6.2606/23/2026A707,811 (2)06/23/2036Common Stock707,811$0707,811D
Restricted Stock Units(3)(4)06/23/2026A39,536 (5) (5)Common Stock39,536$039,536D
Explanation of Responses:
1. With tandem net exercise and tax withholding rights.
2. The option vests 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.
3. With tandem dividend equivalent rights and tax withholding rights.
4. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
5. 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-Fact06/25/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Wendy's Co (WEN) report for Steven Cirulis?

Wendy's Co reported that CFO Steven Cirulis received new equity awards. He was granted 39,536 restricted stock units and employee stock options on 707,811 shares, reflecting compensation rather than an open-market stock purchase or sale.

How many stock options did the Wendy's Co (WEN) CFO receive and at what price?

Steven Cirulis received options on 707,811 shares of Wendy's common stock. The options have an exercise price of $6.26 per share, meaning he can buy the shares at that price once the options vest and are exercised.

What are the terms of the restricted stock units granted by Wendy's Co (WEN)?

The grant includes 39,536 restricted stock units for Steven Cirulis. Each unit represents a contingent right to receive one share of Wendy's common stock, vesting in three equal installments in 2027, 2028, and 2029, subject to continued employment.

When do the new Wendy's Co (WEN) equity awards to the CFO vest?

Both the restricted stock units and the stock options vest over three years. They vest in equal installments on June 23, 2027, June 23, 2028, and June 23, 2029, provided Steven Cirulis remains employed with Wendy's Co on each vesting date.

When do the Wendy's Co (WEN) CFO stock options expire?

The employee stock options granted to Steven Cirulis expire on June 23, 2036. After that date, any unexercised options become invalid, so the options must vest and be exercised before the expiration to convert into common shares.

Do the Wendy's Co (WEN) equity awards include tax withholding or dividend equivalents?

The filing states the options have tandem net exercise and tax withholding rights. The restricted stock units have tandem dividend equivalent rights and tax withholding rights, which handle associated taxes and mirror dividends during the vesting period.