Wendy's CAO awarded options, exercises RSUs

Wendy's Co Chief Accounting Officer Aaron M. Kale reported multiple equity compensation transactions.

Rhea-AI Filing Summary

Wendy's Co Chief Accounting Officer Aaron M. Kale reported multiple equity compensation transactions. Previously granted restricted stock units covering 1,748 shares of common stock, including 296 dividend equivalent units, vested and were converted into common shares, with 499 shares delivered or withheld for payment of exercise price or tax liability. Kale also received a new grant of 54,437 employee stock options at an exercise price of $7.55 per share and 7,884 new restricted stock units, both scheduled to vest in three equal installments on August 11, 2027, 2028 and 2029, subject to continued employment.

Insider Trade Summary

1,748 shares exercised/converted

Exercise 5 txns

Insider Kale Aaron M.

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F2, F1, F3, F4	1,748	$0.00	$0.00
Grant/Award	Employee Stock Option (Right to Buy) F5, F6	54,437	$0.00	$0.00
Grant/Award	Restricted Stock Units F2, F1, F7	7,884	$0.00	$0.00
Exercise	Common Stock F1	1,748	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	499	$7.55	$4K

Holdings After Transaction: Employee Stock Option (Right to Buy) — 54,437 contracts (Direct); Restricted Stock Units — 15,945 contracts (Direct); Common Stock — 12,828 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 296 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. Kale'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. Kale's continued employment with the Company on the applicable vesting date.

Key Figures

RSUs converted: 1,748 shares Dividend equivalent units: 296 units Shares for exercise price or tax: 499 shares at $7.55 +2 more

5 metrics

RSUs converted 1,748 shares Restricted stock units converted into Wendy's common stock on August 11, 2026

Dividend equivalent units 296 units Portion of the RSUs that had accrued as dividend equivalent units

Shares for exercise price or tax 499 shares at $7.55 Shares delivered or withheld for payment of exercise price or tax liability

Stock options granted 54,437 options at $7.55 Employee stock options granted to Aaron M. Kale

RSUs granted 7,884 units New restricted stock units granted, vesting 2027–2029

Key Terms

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

4 terms

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 296 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.

tax withholding rights financial

"With tandem dividend equivalent rights and tax withholding rights"

tandem net exercise financial

"With tandem net exercise and tax withholding rights"

FAQ

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

What equity awards did Wendy's Co (WEN) Chief Accounting Officer Aaron M. Kale receive?

Aaron M. Kale received 54,437 employee stock options at an exercise price of $7.55 per share and 7,884 restricted stock units. Both awards vest in three equal installments on August 11, 2027, 2028 and 2029, contingent on his continued employment.

What happened with Aaron M. Kale’s previously granted RSUs at Wendy's Co (WEN)?

Previously granted restricted stock units for 1,748 shares of common stock, including 296 dividend equivalent units, vested and were converted into common shares. These RSUs were originally granted on August 11, 2023 and vested in three equal installments in 2024, 2025 and 2026.

How many Wendy's Co (WEN) shares were used for exercise price or tax for Aaron M. Kale?

A total of 499 shares of Wendy's common stock were delivered or withheld for payment of exercise price or tax liability. This disposition is reported under transaction code F, which covers using shares to satisfy exercise costs or related tax obligations.

What are the vesting terms of Aaron M. Kale’s new Wendy's Co (WEN) stock options?

The 54,437 stock options granted to Aaron M. Kale vest in three equal installments on August 11, 2027, 2028 and 2029. Vesting is expressly conditioned on Mr. Kale’s continued employment with Wendy's Co on each applicable vesting date.

When will Aaron M. Kale’s new restricted stock units at Wendy's Co (WEN) vest?

The 7,884 restricted stock units granted to Aaron M. Kale will vest in three equal installments on August 11, 2027, 2028 and 2029. Each installment is subject to his continued employment with Wendy's Co on the respective vesting date.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 08/13/2026 - 04:49 PM EDT 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)
08/11/2026

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
Common Stock	08/11/2026		M		1,748	A	$0(1)	13,327	D
Common Stock	08/11/2026		F		499	D	$7.55	12,828	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
Restricted Stock Units(2)	(1)	08/11/2026		M			1,748(3)	(4)	(4)	Common Stock	1,748	$0	8,061	D
Employee Stock Option (Right to Buy)(5)	$7.55	08/11/2026		A		54,437		(6)	08/11/2026	Common Stock	54,437	$0	54,437	D
Restricted Stock Units(2)	(1)	08/11/2026		A		7,884		(7)	(7)	Common Stock	7,884	$0	15,945	D

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 296 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. Kale'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. Kale's continued employment with the Company on the applicable vesting date.

	/s/ Mark L. Johnson, Attorney-in-Fact	08/13/2026
	** 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)