Wendy's Co (WEN) CIO reports RSU conversion and tax share disposition

Rhea-AI Filing Summary

Wendy's Co Chief Information Officer Matthew P. Spessard reported equity award activity involving restricted stock units and common shares. On February 20, 2026, he exercised 3,481 restricted stock units, receiving the same number of shares of common stock at a price of $0.00 per share. In a related tax-withholding transaction, 1,189 common shares were disposed of at $8.09 per share to cover tax obligations. After these transactions, he held 10,095 shares of common stock directly and 62,690 restricted stock units, which include 201 dividend equivalent units. The remaining restricted stock units are scheduled to vest in two equal installments on February 20, 2027 and February 20, 2028, subject to his continued employment.

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

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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^*

Spessard Matthew P

(Last) (First) (Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BLVD.

(Street)

DUBIN 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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
Common Stock	02/20/2026		M		3,481	A	$0(1)	11,284	D
Common Stock	02/20/2026		F		1,189	D	$8.09	10,095	D

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(2)	(1)	02/20/2026		M			3,481(3)	(4)	(4)	Common Stock	3,481	$0	62,690	D

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 201 dividend equivalent units that had accrued on the restricted stock units.

4. The restricted stock units will vest in two remaining equal installments on February 20, 2027 and 2028, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.

	/s/ Mark L. Johnson, Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Wendy's Co (WEN) report for Matthew P. Spessard?

Matthew P. Spessard exercised 3,481 restricted stock units into common shares and had 1,189 shares withheld to cover taxes. These transactions on February 20, 2026, adjusted his direct holdings in Wendy's Co equity awards and common stock.

How many Wendy's Co shares did Matthew P. Spessard acquire and dispose of?

He acquired 3,481 shares of Wendy's Co common stock through conversion of restricted stock units and disposed of 1,189 shares in a tax-withholding transaction. The disposition covered tax liabilities tied to the equity award vesting and exercise.

What are Matthew P. Spessard’s Wendy's Co holdings after the reported Form 4 transactions?

Following the transactions, Matthew P. Spessard directly held 10,095 shares of Wendy's Co common stock and 62,690 restricted stock units. The restricted stock unit total includes 201 dividend equivalent units that accrued on the underlying awards.

At what price were Wendy's Co shares used for Matthew P. Spessard’s tax withholding?

Shares used for Matthew P. Spessard’s tax withholding were valued at $8.09 per share. A total of 1,189 shares of Wendy's Co common stock were disposed of to satisfy tax liabilities related to the restricted stock unit exercise.

When will Matthew P. Spessard’s remaining Wendy's Co restricted stock units vest?

His remaining restricted stock units are scheduled to vest in two equal installments on February 20, 2027, and February 20, 2028. Vesting is contingent on his continued employment with Wendy's Co through each respective vesting date.

What do Wendy's Co restricted stock units represent for Matthew P. Spessard?

Each restricted stock unit represents a contingent right to receive one share of Wendy's Co common stock. The units include tandem dividend equivalent rights and tax withholding rights, aligning payouts with dividends paid on outstanding common shares.