[Form 4] Wendy's Co Insider Trading Activity

Rhea-AI Filing Summary

The filing reports that Lindsay J. Radkoski, CMO, U.S. of The Wendy's Company (WEN), was issued a series of restricted stock units (RSUs) and dividend equivalent units on September 16, 2025. The reported transactions show incremental grants that increase her beneficial ownership of common stock from 109,472 shares to 111,067 shares following the last reported grant. Each RSU represents a contingent right to one share and includes dividend equivalent and tax withholding rights. Vesting schedules vary by tranche, with remaining installments scheduled between August 11, 2026 and August 12, 2028, all subject to continued employment. The form is signed by an attorney-in-fact on behalf of Ms. Radkoski.

Positive

• Incremental equity alignment: Grants increase executive ownership to 111,067 shares, aligning management incentives with shareholders
• Clear vesting schedule: Vesting dates between Aug 11, 2026 and Aug 12, 2028 provide retention incentives

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider received incremental RSUs increasing ownership to 111,067 shares; vesting is time-based through 2028.

The Form 4 documents time‑based equity grants (RSUs and dividend equivalents) on September 16, 2025, that raise Ms. Radkoski's direct beneficial ownership to 111,067 shares. These awards are contingent on continued employment and vest in specified future installments between August 2026 and August 2028. For investors, this is a routine compensation issuance rather than an outright open‑market purchase or sale; it signals continued retention incentives but provides no immediate change to share float or liquidity.

Corporate Governance Expert

TL;DR: Grants reflect standard executive compensation practice with staggered vesting and dividend equivalents; governance implications are routine.

The disclosure shows multiple RSU tranches that include dividend equivalent rights and tax withholding mechanics. Vesting schedules are explicit, with several tranches vesting in single or multiple future installments through 2028, all conditioned on continued employment. This aligns with common retention and incentive structures and is properly reported under Section 16 filing requirements.

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^*

Radkoski Lindsay J.

(Last) (First) (Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BLVD.

(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)
	CMO, U.S.

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	109,472	D
Restricted Stock Units(1)	(2)	09/16/2025		A		126(3)		(5)	(5)	Common Stock	126	$0	109,598	D
Restricted Stock Units(1)	(2)	09/16/2025		A		30(3)		(6)	(6)	Common Stock	30	$0	109,628	D
Restricted Stock Units(1)	(2)	09/16/2025		A		76(3)		(7)	(7)	Common Stock	76	$0	109,704	D
Restricted Stock Units(1)	(2)	09/16/2025		A		451(3)		(8)	(8)	Common Stock	451	$0	110,155	D
Restricted Stock Units(1)	(2)	09/16/2025		A		152(3)		(9)	(9)	Common Stock	152	$0	110,307	D
Restricted Stock Units(1)	(2)	09/16/2025		A		760(3)		(10)	(10)	Common Stock	760	$0	111,067	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 Ms. Radkoski's continued employment with the Company on the vesting date.

5. The restricted stock units will vest in full on December 7, 2026, subject to Ms. Radkoski's continued employment with the Company on the vesting date.

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

7. The restricted stock units will vest in two remaining equal installments on August 15, 2026 and 2027, subject to Ms. Radkoski's continued employment with the Company on the applicable vesting date.

8. The restricted stock units will vest in full on August 15, 2027, subject to Ms. Radkoski's continued employment with the Company on the vesting date.

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

10. The restricted stock units will vest in two equal installments on August 12, 2026 and 2027, subject to Ms. Radkoski'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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Lindsay J. Radkoski report on the Form 4 for WEN?

Ms. Radkoski reported receipt of multiple restricted stock units and dividend equivalent units issued on September 16, 2025, increasing her ownership to 111,067 shares.

How many Wendy's (WEN) shares does the reporting person beneficially own after these transactions?

Following the reported RSU issuances, Ms. Radkoski beneficially owns 111,067 shares of common stock.

When do the restricted stock units vest according to the Form 4?

Vesting occurs in scheduled installments between August 11, 2026 and August 12, 2028, depending on each tranche and subject to continued employment.

Do the reported RSUs include dividend rights or tax withholding provisions?

Yes. The explanation states the RSUs include tandem dividend equivalent rights and tax withholding rights.

Was this Form 4 filed individually or jointly?

The form was filed by one reporting person (individual filing).