Wendy's CIO granted shares, with tax withholding

Wendy's Co Chief Information Officer Matthew P. Spessard reported equity compensation activity involving company common stock.

Accepted by SEC EDGAR 02/24/2026 - 05:23 PM EST Learn about SEC filing dates

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.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Spessard Matthew P

Role Chief Information Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,511	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	858	$7.77	$7K

Holdings After Transaction: Common Stock — 11,748 shares (Direct)

Holdings Before and After: Common Stock, 10,095 to 11,748 shares (Direct)

Footnotes (1)

1. F1. Reflects settlement of performance units granted to Mr. Spessard in February 2023 as part of the Company's long-term incentive plan.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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.
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