[Form 4] Wendy's Co Insider Trading Activity

Rhea-AI Filing Summary

Matthew P. Spessard, Chief Information Officer of The Wendy's Company (WEN), reported awards of restricted stock units and related dividend equivalent units on 09/16/2025. The Form 4 shows multiple grants of restricted stock units (RSUs) and dividend-equivalent units that convert to common stock at no cash price, with vesting schedules ranging from one to three future installments between Feb 20, 2026 and Aug 11, 2026 through 2028. After the reported transactions the largest reported post-transaction beneficial ownership figure is 65,062 shares of common stock. The filing was signed by an attorney-in-fact on behalf of Mr. Spessard on 09/18/2025.

Positive

• Equity-based retention: Grants use multi-year vesting, which aligns the CIO with long-term shareholder interests
• Clear vesting schedules: Specific vesting dates between 2026 and 2028 provide transparency on when shares may be delivered

Negative

• No valuation disclosed: Form 4 does not state grant-date fair value, limiting assessment of compensation cost
• Insufficient context on dilution: Filing lacks information on total outstanding shares or percentage ownership impact

Insights

Corporate Governance Expert

TL;DR Routine equity compensation for a senior executive, with multi-year vesting tying retention to future employment.

The reported RSUs and dividend-equivalent units are standard long-term incentive awards designed to align the CIO with shareholder outcomes and retain executive talent. Vesting is staggered across multiple dates from 2026 to 2028, which reinforces retention. The filing does not disclose grant-date fair value, total outstanding equity percentage, or any sale/purchase of shares, limiting assessment of dilution or material impact on capital structure.

Compensation Analyst

TL;DR Compensation-focused disclosure showing issuance and vesting cadence but lacking award valuation details.

The Form 4 documents issuance of dividend-equivalent units and RSUs that convert one-for-one into common shares. Multiple small tranches (8, 32, 149, 124, 624 underlying shares) increase total reported beneficial ownership to 65,062 shares. Without grant values or percentage of outstanding shares, the awards appear routine rather than materially dilutive or transformational.

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).

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)
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)	(2)	09/16/2025		A		8(3)		(4)	(4)	Common Stock	8	$0	64,133	D
Restricted Stock Units(1)	(2)	09/16/2025		A		32(3)		(5)	(5)	Common Stock	32	$0	64,165	D
Restricted Stock Units(1)	(2)	09/16/2025		A		149(3)		(6)	(6)	Common Stock	149	$0	64,314	D
Restricted Stock Units(1)	(2)	09/16/2025		A		124(3)		(7)	(7)	Common Stock	124	$0	64,438	D
Restricted Stock Units(1)	(2)	09/16/2025		A		624(3)		(8)	(8)	Common Stock	624	$0	65,062	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 September 16, 2025.

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

6. The restricted stock units will vest in three equal installments on February 20, 2026, 2027 and 2028, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.

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

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

	/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.
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FAQ

What did Wendy's insider Matthew P. Spessard report on Form 4 (WEN)?

He reported awards of restricted stock units and dividend-equivalent units issued on 09/16/2025, which convert to common stock upon vesting.

How many shares does Matthew P. Spessard beneficially own after the reported transactions?

The largest post-transaction figure reported in the filing is 65,062 shares of common stock.

When do the restricted stock units vest for Matthew P. Spessard?

Vesting is staggered in installments with dates between Feb 20, 2026 and Aug 11, 2026 through 2028, depending on the specific tranche.

Were any shares purchased or sold in this filing?

No purchases or sales are reported; the Form 4 documents issuance of RSUs and dividend-equivalent units (awards).

Who signed the Form 4 for Matthew P. Spessard?

The filing was signed by Mark L. Johnson, Attorney-in-Fact on 09/18/2025.