Wendy's Co (WEN) director awarded 245 restricted stock units vesting in 2026

Rhea-AI Filing Summary

The Wendy's Company director reports new restricted stock units in a routine insider filing. On 12/15/2025, director Ms. Dolan received 245 restricted stock units as dividend equivalent units tied to the company’s common stock. Each unit represents a contingent right to receive one share of common stock, at no exercise price, and is reported as a derivative security. These restricted stock units will vest in full on the earlier of May 21, 2026 or the date of the company’s 2026 annual meeting of stockholders. After this transaction, Ms. Dolan beneficially owns 14,610 derivative securities directly, with vested shares to be delivered when she terminates service as a director.

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^*

Dolan Kristin A

(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)

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

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)	12/15/2025		A		245(2)		(3)	(3)	Common Stock	245	$0	14,610	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

2. Represents dividend equivalent units issued on December 15, 2025.

3. The restricted stock units will vest in full on the earlier of May 21, 2026 or the date of the Company's 2026 annual meeting of stockholders. Vested shares will be delivered upon Ms. Dolan's termination as a director of the Company.

	/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).
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FAQ

What insider transaction did Wendy's Co (WEN) report for Ms. Dolan?

The company reported that director Ms. Dolan received 245 restricted stock units on 12/15/2025, issued as dividend equivalent units linked to Wendy's Co common stock.

What does each restricted stock unit represent for Wendy's Co (WEN) director Ms. Dolan?

Each restricted stock unit represents a contingent right to receive one share of Wendy's Co common stock, with $0 exercise price.

When do Ms. Dolan's new Wendy's Co (WEN) restricted stock units vest?

The restricted stock units will vest in full on the earlier of May 21, 2026 or the date of Wendy's Co's 2026 annual meeting of stockholders.

When will Ms. Dolan receive the Wendy's Co (WEN) shares underlying these restricted stock units?

The filing states that the vested shares will be delivered upon Ms. Dolan's termination as a director of Wendy's Co.

How many derivative securities does Ms. Dolan own in Wendy's Co (WEN) after this transaction?

Following the reported transaction, Ms. Dolan beneficially owns 14,610 derivative securities related to Wendy's Co common stock, held directly.

What is the nature of the 245 restricted stock units issued to the Wendy's Co (WEN) director?

The 245 units are dividend equivalent units issued on December 15, 2025, meaning they correspond to dividends on underlying Wendy's Co common shares.