WEN Form 4: Peter May adds 3,295 shares via equity retainer

Rhea-AI Filing Summary

Peter W. May, a director and 10% owner of Wendy's Co (WEN), received 3,295 shares of Common Stock on 10/01/2025 under the company’s 2020 Omnibus Award Plan in lieu of quarterly cash retainer fees; the per-share price used for the award was $9.72. After this issuance, Mr. May’s reported direct beneficial ownership is 5,532,177 shares. The filing also discloses indirect beneficial ownership of 14,943,466 shares held by Trian Partners entities, for which Trian Fund Management serves as manager and Mr. May may be deemed to share voting and dispositive power. The report was signed by an attorney-in-fact on behalf of Mr. May.

Positive

• 3,295 shares acquired under the 2020 Omnibus Award Plan in lieu of cash retainers, preserving company cash
• 5,532,177 shares reported as direct beneficial ownership, indicating substantial insider alignment
• 14,943,466 shares disclosed as indirect ownership by Trian Partners, clarifying ownership structure

Negative

• None.

Insights

Corporate Governance Analyst

Director received equity retainer and maintains large direct and indirect holdings

3,295 shares were issued under the 2020 Omnibus Award Plan instead of cash, showing the company uses equity to compensate board service.

The filing reports 5,532,177 shares directly owned by Mr. May and 14,943,466 shares indirectly owned by Trian Partners, with Trian Fund Management described as the decision-maker for those funds.

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

OMB APPROVAL

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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^*

MAY PETER W

(Last) (First) (Middle)

223 SUNSET AVENUE

(Street)

PALM BEACH FL 33480

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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
Common Stock	10/01/2025		A		3,295	A(1)	$9.72	5,532,177	D
Common Stock								14,943,466	I	By Trian Partners(2)(3)

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

Explanation of Responses:

1. Shares were issued pursuant to the Company's 2020 Omnibus Award Plan (the "Plan") in lieu of a quarterly Board of Directors retainer fee and a quarterly Board committee retainer fee that would otherwise be payable in cash. In accordance with the Plan, the price is the average of the closing price per share on the 20 consecutive trading days immediately preceding the date on which the retainer fees would otherwise be payable.

2. Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Fund-G II L.P., and Trian Partners Strategic Fund-K, L.P. (collectively, the "Trian Funds"), and as such determines the investment and voting decisions of the Trian Funds with respect to the shares of the Issuer held by them. Mr. May is the President and a founding partner of Trian Management, and as such may be deemed to share voting and dispositive power with Trian Management over shares of the Issuer held by the Trian Funds.

3. (FN 2, contd.) Mr. May is also a member of Trian Partners General Partner, LLC ("Trian GP LLC"), the general partner of Trian Partners GP, L.P. ("Trian GP"), and as such is in a position to determine the investment and voting decisions made by Trian GP LLC on behalf of Trian GP. Accordingly, Mr. May and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares owned by the Trian Funds and Trian GP (collectively, "Trian Partners"). The reporting persons disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Daniel R. Marx, Attorney-In-Fact for Peter W. May	10/02/2025
	** 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 transaction did Peter W. May report on the Form 4 for WEN?

Mr. May reported receipt of 3,295 shares of Common Stock on 10/01/2025 issued under the company’s 2020 Omnibus Award Plan in lieu of quarterly cash retainer fees.

At what price were the shares issued to Peter W. May?

The shares were issued at a per-share price of $9.72, calculated per the Plan as the average closing price over the prior 20 trading days.

How many Wendy’s shares does Peter W. May beneficially own after the transaction?

The Form 4 reports 5,532,177 shares as directly beneficially owned by Mr. May following the transaction.

Does Peter W. May have indirect ownership through other entities?

Yes. The filing discloses 14,943,466 shares indirectly beneficially owned by Trian Partners, managed by Trian Fund Management, of which Mr. May is a founding partner.

Why were the shares issued rather than paid in cash?

The filing states the shares were issued under the 2020 Omnibus Award Plan in lieu of quarterly Board and committee cash retainer fees, per the Plan’s terms.