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Wendy's Co (WEN) CIO granted 78,870 options and 11,423 RSUs in equity awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Wendy's Co reports that Chief Information Officer Matthew P. Spessard exercised 633 restricted stock units into the same number of common shares, with 183 common shares delivered or withheld at $7.55 per share for payment of exercise price or tax liability. He received a new grant of 78,870 stock options at an exercise price of $7.55 per share, expiring on August 11, 2036, vesting in three equal installments on August 11, 2027, 2028 and 2029, subject to continued employment. He also received 11,423 restricted stock units, which will vest in three equal installments on those same 2027–2029 dates, also subject to continued employment. Previously granted RSUs from August 11, 2023 fully vested in three annual installments through August 11, 2026, including related dividend equivalent units.

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Insider Spessard Matthew P
Role Chief Information Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F1, F3, F4 633 $0.00 $0.00
Grant/Award Employee Stock Option (Right to Buy) F5, F6 78,870 $0.00 $0.00
Grant/Award Restricted Stock Units F2, F1, F7 11,423 $0.00 $0.00
Exercise Common Stock F1 633 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 183 $7.55 $1K
Holdings After Transaction: Employee Stock Option (Right to Buy) — 78,870 shares (Direct); Restricted Stock Units — 74,830 shares (Direct); Common Stock — 13,045 shares (Direct)
Footnotes (7)
  1. F1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
  2. F2. With tandem dividend equivalent rights and tax withholding rights.
  3. F3. Includes 110 dividend equivalent units that had accrued on the restricted stock units.
  4. F4. The restricted stock units were granted on August 11, 2023 and vested in three equal installments on the first, second and third anniversaries of the grant date. The first, second and third installments (including the related dividend equivalent units) vested on August 11, 2024, 2025 and 2026, respectively.
  5. F5. With tandem net exercise and tax withholding rights.
  6. F6. The option vests in three equal installments on August 11, 2027, 2028 and 2029, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.
  7. F7. The restricted stock units will vest in three equal installments on August 11, 2027, 2028 and 2029, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.
RSUs Exercised 633 shares Restricted stock units converted into common stock on August 11, 2026
Shares Delivered/Withheld 183 shares Common shares delivered or withheld at $7.55 for exercise price or tax liability
Option Grant 78,870 options Employee stock options at $7.55 exercise price, expiring August 11, 2036
Option Exercise Price $7.55 per share Exercise price for newly granted employee stock options
New RSU Grant 11,423 RSUs Restricted stock units vesting in three equal installments 2027–2029
RSU Grant Vesting 2027–2029 Vesting years for the 11,423 RSUs and related installments
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
dividend equivalent units financial
"Includes 110 dividend equivalent units that had accrued on the restricted"
Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.
net exercise financial
"With tandem net exercise and tax withholding rights."
A net exercise is a way to convert stock options into shares without paying cash up front: instead of handing over money to buy the optioned shares, the holder receives only the number of shares equal to the option’s value after the company withholds a portion of shares to cover the exercise price and taxes. It matters to investors because it changes how many new shares are issued, affects dilution of existing shareholders, and alters company cash flow compared with a cash exercise.
tax withholding rights financial
"With tandem dividend equivalent rights and tax withholding rights."

FAQ

What insider equity transactions did Wendy's Co (WEN) report for Matthew P. Spessard?
Wendy's Co reported that CIO Matthew P. Spessard exercised 633 RSUs into common shares, had 183 shares delivered or withheld for exercise price or tax liability, and received new grants of stock options and restricted stock units.

How many Wendy's Co (WEN) stock options were granted to Matthew P. Spessard and at what price?
Matthew P. Spessard received 78,870 employee stock options with an exercise price of $7.55 per share. These options vest in three equal installments on August 11, 2027, 2028 and 2029, and expire on August 11, 2036.

What new restricted stock unit awards did Wendy's Co (WEN) grant to Matthew P. Spessard?
Wendy's Co granted Matthew P. Spessard 11,423 restricted stock units, each representing one share of common stock. These RSUs vest in three equal installments on August 11, 2027, 2028 and 2029, contingent on his continued employment on each vesting date.

How were Wendy's Co (WEN) shares used to cover exercise price or taxes for Matthew P. Spessard?
In connection with his equity transactions, 183 shares of Wendy's Co common stock were delivered or withheld at $7.55 per share as payment of the option exercise price or related tax liability, as indicated by transaction code F.

What prior Wendy's Co (WEN) restricted stock units for Matthew P. Spessard fully vested on August 11, 2026?
Restricted stock units granted to Matthew P. Spessard on August 11, 2023 vested in three equal installments, including dividend equivalent units, on August 11, 2024, 2025 and 2026, completing the vesting schedule described in the footnotes.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Spessard Matthew P
(Last)(First)(Middle)
C/O THE WENDY'S COMPANY
ONE DAVE THOMAS BLVD.
(Street)
DUBIN OHIO 43017
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Wendy's Co [ WEN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Information Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/11/2026M633A$0(1)13,228D
Common Stock08/11/2026F183D$7.5513,045D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)(1)08/11/2026M633(3) (4) (4)Common Stock633$063,407D
Employee Stock Option (Right to Buy)(5)$7.5508/11/2026A78,870 (6)08/11/2036Common Stock78,870$078,870D
Restricted Stock Units(2)(1)08/11/2026A11,423 (7) (7)Common Stock11,423$074,830D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
2. With tandem dividend equivalent rights and tax withholding rights.
3. Includes 110 dividend equivalent units that had accrued on the restricted stock units.
4. The restricted stock units were granted on August 11, 2023 and vested in three equal installments on the first, second and third anniversaries of the grant date. The first, second and third installments (including the related dividend equivalent units) vested on August 11, 2024, 2025 and 2026, respectively.
5. With tandem net exercise and tax withholding rights.
6. The option vests in three equal installments on August 11, 2027, 2028 and 2029, 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 11, 2027, 2028 and 2029, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.
/s/ Mark L. Johnson, Attorney-in-Fact08/13/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR