[Form 4] Wendy's Co Insider Trading Activity

Rhea-AI Filing Summary

The Wendy's Company reported new equity awards for an executive. A company officer, serving as Chief Corporate Affairs & Sustainability Officer, received several grants of restricted stock units (RSUs) on December 15, 2025, including 29, 74, 205 and 1,024 RSUs, each with an exercise price of $0 and each representing the right to receive one share of common stock.

The RSUs are described as dividend equivalent units and increase the officer’s beneficial ownership of derivative securities to 79,586 RSUs following the reported transactions. The awards vest over time, with portions scheduled to vest on August 5, 2026 and 2027, August 11, 2026, and August 12 in 2026, 2027 and 2028, in each case contingent on the officer’s continued employment with the company on the applicable vesting dates.

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^*

Esposito Liliana

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chf Corp Affrs & Sustnblty Ofc

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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)	(2)	12/15/2025		A		29(3)		(4)	(4)	Common Stock	29	$0	78,283	D
Restricted Stock Units(1)	(2)	12/15/2025		A		74(3)		(5)	(5)	Common Stock	74	$0	78,357	D
Restricted Stock Units(1)	(2)	12/15/2025		A		205(3)		(6)	(6)	Common Stock	205	$0	78,562	D
Restricted Stock Units(1)	(2)	12/15/2025		A		1,024(3)		(7)	(7)	Common Stock	1,024	$0	79,586	D

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 December 15, 2025.

4. The restricted stock units will vest in one remaining installment on August 11, 2026, subject to Ms. Esposito's continued employment with the Company on the vesting date.

5. The restricted stock units will vest in two remaining equal installments on August 5, 2026 and 2027, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date.

6. The restricted stock units will vest in three equal installments on August 12, 2026, 2027 and 2028, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date.

7. The restricted stock units will vest in two equal installments on August 12, 2026 and 2027, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date.

	/s/ Mark L. Johnson, Attorney-in-Fact	12/17/2025
	** 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.
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FAQ

What insider transaction did Wendy's Co (WEN) report for December 15, 2025?

The company reported that its Chief Corporate Affairs & Sustainability Officer received multiple grants of restricted stock units (RSUs) on December 15, 2025, all at an exercise price of $0.

How many restricted stock units were granted to the Wendy's (WEN) executive?

The filing shows RSU grants of 29, 74, 205 and 1,024 units, each representing a contingent right to receive one share of Wendy's common stock.

What is the executive's total RSU holdings after these Wendy's (WEN) transactions?

After the reported RSU grants, the officer beneficially owns 79,586 restricted stock units, all held in direct ownership form.

How do the Wendy's (WEN) restricted stock units from this Form 4 vest?

The RSUs vest in scheduled installments: one remaining installment on August 11, 2026, two equal installments on August 5, 2026 and 2027, three equal installments on August 12, 2026, 2027 and 2028, and two equal installments on August 12, 2026 and 2027, each subject to the executive’s continued employment on the applicable vesting date.

What do the Wendy's (WEN) restricted stock units reported here represent?

Each restricted stock unit represents a contingent right to receive one share of The Wendy's Company common stock, with associated dividend equivalent and tax withholding rights as described in the footnotes.

Is the Wendy's (WEN) insider transaction related to dividend equivalents?

Yes. The filing notes that the reported RSUs represent dividend equivalent units issued on December 15, 2025, linked to existing equity awards.