Wendy's CAO granted 128 dividend RSUs

Wendy’s Co’s chief accounting officer received small dividend-equivalent RSU awards that vest between 2027 and 2029, subject to continued employment.

Rhea-AI Filing Summary

Wendy's Co (symbol: WEN) is the issuer of record for a Form 4 filing submitted to the SEC. Kale Aaron M. reported acquisition or exercise transactions in this Form 4 filing.

Wendy's Co (WEN) reported that Chief Accounting Officer Aaron M. Kale received three small grants of restricted stock units on September 15, 2026, issued as dividend equivalent units. The awards cover 13, 42, and 73 units, each representing one share of common stock, with tandem dividend equivalent rights and tax withholding rights. The 13 units are scheduled to vest in one remaining installment on August 5, 2027; the 42 units in two equal installments on August 12, 2027 and 2028; and the 73 units in three equal installments on August 11, 2027, 2028 and 2029, in each case subject to his continued employment. No Rule 10b5-1 trading plan is reported for these awards.

Insider Trade Summary

Grant/Award: 128 shares

Grant/Award 3 txns

Insider Kale Aaron M.

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units F1, F2, F3, F4	13	$0.00	$0.00
Grant/Award	Restricted Stock Units F1, F2, F3, F5	42	$0.00	$0.00
Grant/Award	Restricted Stock Units F1, F2, F3, F6	73	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 13,864 contracts (Direct)

Footnotes (6)

1. F1. With tandem dividend equivalent rights and tax withholding rights.
2. F2. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
3. F3. Represents dividend equivalent units issued on September 15, 2026.
4. F4. The restricted stock units will vest in one remaining installment on August 5, 2027, subject to Mr. Kale's continued employment with the Company on the vesting date.
5. F5. The restricted stock units will vest in two remaining equal installments on August 12, 2027 and 2028, subject to Mr. Kale's continued employment with the Company on the applicable vesting date.
6. F6. The restricted stock units will vest in three equal installments on August 11, 2027, 2028 and 2029, subject to Mr. Kale's continued employment with the Company on the applicable vesting date.

Key Figures

RSUs granted (first award): 13 units RSUs granted (second award): 42 units RSUs granted (third award): 73 units +2 more

5 metrics

RSUs granted (first award) 13 units Dividend equivalent units granted to Aaron M. Kale on September 15, 2026; scheduled to vest in one remaining installment on August 5, 2027

RSUs granted (second award) 42 units Dividend equivalent units granted on September 15, 2026; vesting in two equal installments on August 12, 2027 and August 12, 2028

RSUs granted (third award) 73 units Dividend equivalent units granted on September 15, 2026; vesting in three equal installments on August 11, 2027, 2028 and 2029

Total RSUs granted 128 units Sum of the three dividend equivalent unit awards to Aaron M. Kale on September 15, 2026

Vesting condition Continued employment Each RSU award vests only if Aaron M. Kale remains employed with Wendy’s Co on the applicable vesting dates

Key Terms

Restricted Stock Units, dividend equivalent units, tandem dividend equivalent rights, tax withholding rights

4 terms

Restricted Stock Units financial

"The awards cover 13, 42, and 73 units, each representing one share of common stock"

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

"Represents dividend equivalent units issued on September 15, 2026"

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.

tandem dividend equivalent rights financial

"With tandem dividend equivalent rights and tax withholding rights"

tax withholding rights financial

"With tandem dividend equivalent rights and tax withholding rights"

FAQ

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

What did WEN disclose about Aaron M. Kale’s equity awards on this Form 4?

Wendy’s Co reported that Chief Accounting Officer Aaron M. Kale received three grants of restricted stock units as dividend equivalent units on September 15, 2026, totaling 128 units, each representing one share of common stock, with vesting from 2027 through 2029 subject to continued employment.

How many restricted stock units did WEN’s chief accounting officer receive on September 15, 2026?

On September 15, 2026, Aaron M. Kale received restricted stock unit awards covering 13, 42, and 73 units, for a total of 128 units. Each unit represents a contingent right to receive one share of Wendy’s Co common stock.

What are the vesting dates for the new RSUs reported by WEN for Aaron M. Kale?

The 13 units vest in one remaining installment on August 5, 2027. The 42 units vest in two equal installments on August 12, 2027 and August 12, 2028. The 73 units vest in three equal installments on August 11, 2027, 2028 and 2029, all subject to continued employment.

Do the RSU awards for WEN’s Aaron M. Kale include dividend equivalent and tax withholding rights?

Yes. The reported restricted stock units carry tandem dividend equivalent rights and tax withholding rights. One footnote states that each unit represents a contingent right to receive one share of Wendy’s Co common stock, with these associated rights.

Were Aaron M. Kale’s WEN RSU transactions made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that no Rule 10b5-1 trading plan is reported for these transactions. The awards are described as grants of restricted stock units rather than open-market purchases or sales.

What type of securities did WEN report for Aaron M. Kale on this Form 4?

Wendy’s Co reported restricted stock units for Aaron M. Kale, each representing a contingent right to receive one share of the company’s common stock. These units were issued as dividend equivalent units on September 15, 2026.

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

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Available on EDGAR 09/17/2026 - 04:51 PM Accepted by SEC EDGAR 09/17/2026 - 04:50 PM Learn about SEC filing dates

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^*

Kale Aaron M.

(Last) (First) (Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BLVD.

(Street)

DUBLIN 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			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)	09/15/2026		A		13(3)		(4)	(4)	Common Stock	13	$0	13,749	D
Restricted Stock Units(1)	(2)	09/15/2026		A		42(3)		(5)	(5)	Common Stock	42	$0	13,791	D
Restricted Stock Units(1)	(2)	09/15/2026		A		73(3)		(6)	(6)	Common Stock	73	$0	13,864	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 15, 2026.

4. The restricted stock units will vest in one remaining installment on August 5, 2027, subject to Mr. Kale's continued employment with the Company on the vesting date.

5. The restricted stock units will vest in two remaining equal installments on August 12, 2027 and 2028, subject to Mr. Kale's continued employment with the Company on the applicable vesting date.

6. The restricted stock units will vest in three equal installments on August 11, 2027, 2028 and 2029, subject to Mr. Kale's continued employment with the Company on the applicable vesting date.

	/s/ Mark L. Johnson, Attorney-in-Fact	09/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)