Wendy's Co (WEN) CIO reports stock award and tax share withholding

Rhea-AI Filing Summary

Wendy's Co Chief Information Officer Matthew P. Spessard reported equity compensation activity involving company common stock. He acquired 2,511 shares at a price of $0.0000 per share as a grant or award, reflecting settlement of performance units granted in February 2023 under the long-term incentive plan.

On the same date, 858 shares were disposed of at $7.77 per share to satisfy tax withholding obligations by delivering shares. After these transactions, he directly owned 11,748 shares of Wendy's common stock.

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

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 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)
02/23/2026

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	02/23/2026		A		2,511(1)	A	$0	12,606	D
Common Stock	02/23/2026		F		858	D	$7.77	11,748	D

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. Reflects settlement of performance units granted to Mr. Spessard in February 2023 as part of the Company's long-term incentive plan.

	/s/ Mark L. Johnson, Attorney-in-Fact	02/24/2026
	** 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 insider transactions did Wendy's Co (WEN) CIO Matthew Spessard report?

Matthew Spessard reported a stock grant and a related tax withholding share disposition. He received 2,511 Wendy’s common shares as an equity award and 858 shares were withheld and disposed of at $7.77 per share to cover tax obligations tied to the award.

Was the Wendy's Co (WEN) insider transaction an open-market buy or sell?

The filing shows an equity award and a tax-withholding disposition, not open-market trades. Spessard received 2,511 shares at $0.0000 per share, and 858 shares were delivered and disposed of at $7.77 per share to satisfy tax liabilities on the award.

How many Wendy's Co (WEN) shares does Matthew Spessard own after the Form 4?

After the reported transactions, Spessard directly owns 11,748 shares of Wendy’s common stock. This reflects the net effect of receiving 2,511 shares as a grant and the disposition of 858 shares used to pay associated tax withholding obligations on that equity award.

What is the origin of the Wendy's Co (WEN) performance units settled in this Form 4?

The settled performance units were originally granted to Spessard in February 2023 under Wendy’s long-term incentive plan. The 2,511-share award reported on this Form 4 represents settlement of those performance units into common stock upon meeting the plan’s terms.

How was the tax liability handled for the Wendy's Co (WEN) equity award?

Tax liability was satisfied through a share-based withholding mechanism. The Form 4 shows 858 common shares disposed of at $7.77 per share, designated as a tax-withholding disposition, instead of the executive paying cash directly for the related tax obligation.