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Wendy's Co (WEN) CLO John Min exercises RSUs and withholds shares for taxes

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Wendy's Co executive John Min, Chief Legal Officer & Secretary, reported equity transactions dated August 12, 2026. Restricted stock units representing 44,404 and 5,918 underlying shares of common stock were exercised/converted into common stock, including accrued dividend equivalent units. To cover payment of exercise price or tax liability, 12,589 and 1,678 common shares were delivered or withheld at $8.66 per share. These events reflect scheduled vesting of awards granted on August 12, 2025, subject to continued employment and associated dividend equivalent and tax withholding rights.

Positive

  • None.

Negative

  • None.
Insider Min John
Role Chief Legal Ofcr & Secretary
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F1, F3, F4 44,404 $0.00 $0.00
Exercise Restricted Stock Units F2, F1, F5, F6 5,918 $0.00 $0.00
Exercise Common Stock F1 44,404 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 12,589 $8.66 $109K
Exercise Common Stock F1 5,918 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 1,678 $8.66 $15K
Holdings After Transaction: Restricted Stock Units — 95,907 shares (Direct); Common Stock — 39,059.9 shares (Direct)
Footnotes (6)
  1. F1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
  2. F2. With tandem dividend equivalent rights and tax withholding rights.
  3. F3. Includes 3,047 dividend equivalent units that had accrued on the restricted stock units.
  4. F4. The restricted stock units were granted on August 12, 2025 and vest in two equal installments on the first and second anniversaries of the grant date, subject to Mr. Min's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 12, 2026.
  5. F5. Includes 404 dividend equivalent units that had accrued on the restricted stock units.
  6. F6. The restricted stock units were granted on August 12, 2025 and vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Mr. Min's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 12, 2026.
RSU-derived common shares 44,404 shares Common stock from RSUs vested and converted on August 12, 2026
Additional RSU-derived shares 5,918 shares Common stock from a second RSU grant vested on August 12, 2026
Shares for tax/exercise obligations 12,589 shares Common shares delivered or withheld at $8.66 per share (code F)
Additional tax/exercise shares 1,678 shares Common shares delivered or withheld at $8.66 per share (code F)
Per-share value for code F $8.66 per share Price used for payment of exercise price or tax liability
Total exercise shares 50,322 shares Aggregate shares from derivative exercises/conversions reported
Total shares for tax/price 14,267 shares Aggregate shares delivered or withheld for exercise price or tax liability
Dividend equivalent units on first grant 3,047 units Dividend equivalent units accrued on first RSU grant
Restricted Stock Units financial
"security title listed as "Restricted Stock Units" with underlying common stock"
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 units financial
"Includes 3,047 dividend equivalent units that had accrued on the restricted"
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.
tandem dividend equivalent rights financial
"With tandem dividend equivalent rights and tax withholding rights."
tax withholding rights financial
"With tandem dividend equivalent rights and tax withholding rights."
Payment of exercise price or tax liability financial
"transaction code F described as Payment of exercise price or tax liability"

FAQ

What insider transactions did Wendy's Co (WEN) report for John Min?

Wendy's Co reported that John Min exercised restricted stock units into 44,404 and 5,918 common shares on August 12, 2026. Some resulting shares were delivered or withheld to cover exercise price or tax liabilities at $8.66 per share.

How many Wendy's Co (WEN) shares were withheld for taxes or exercise price?

A total of 12,589 and 1,678 Wendy's Co common shares were delivered or withheld. These code F transactions occurred at $8.66 per share to pay the exercise price or satisfy related tax liabilities on vested equity awards.

What equity awards vested for Wendy's Co (WEN) executive John Min?

Restricted stock units granted on August 12, 2025 vested in part on August 12, 2026. The vested amounts totaled 44,404 and 5,918 units, including 3,047 and 404 dividend equivalent units that had accrued on those awards.

Were John Min’s Wendy's Co (WEN) transactions part of a 10b5-1 plan?

The filing indicates the Rule 10b5-1 checkbox was not marked as an affirming trading plan. Footnotes describe vesting terms and dividend equivalents, but do not state that these transactions occurred under a Rule 10b5-1 trading arrangement.

Do the Wendy's Co (WEN) Form 4 transactions show a net buy or sell by John Min?

The Form 4 reflects exercises of restricted stock units and share deliveries or withholdings for tax or exercise price. The summary shows 50,322 shares from exercises and 14,267 shares for tax or price payments, with overall net buy/sell classified as neutral.

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*
Min John

(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)
Chief Legal Ofcr & Secretary
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/12/2026
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
Common Stock08/12/2026M44,404A$0(1)47,408.9D
Common Stock08/12/2026F12,589D$8.6634,819.9D
Common Stock08/12/2026M5,918A$0(1)40,737.9D
Common Stock08/12/2026F1,678D$8.6639,059.9D
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(2)(1)08/12/2026M44,404(3) (4) (4)Common Stock44,404$0101,825D
Restricted Stock Units(2)(1)08/12/2026M5,918(5) (6) (6)Common Stock5,918$095,907D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
2. With tandem dividend equivalent rights and tax withholding rights.
3. Includes 3,047 dividend equivalent units that had accrued on the restricted stock units.
4. The restricted stock units were granted on August 12, 2025 and vest in two equal installments on the first and second anniversaries of the grant date, subject to Mr. Min's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 12, 2026.
5. Includes 404 dividend equivalent units that had accrued on the restricted stock units.
6. The restricted stock units were granted on August 12, 2025 and vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Mr. Min's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 12, 2026.
/s/ Mark L. Johnson, Attorney-in-Fact08/14/2026
** 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)