Wendy's Co (WEN) director discloses dividend equivalent RSU grants

Rhea-AI Filing Summary

The Wendy's Company director reports new restricted stock units in a Form 4 filing. On December 15, 2025, the reporting person received two grants of derivative securities in the form of restricted stock units (RSUs) that each convert into shares of Wendy's common stock on a one-for-one basis.

The first line reflects 169 RSUs, described as dividend equivalent units issued on December 15, 2025, linked to previously vested RSUs that became fully vested on May 21, 2025, with delivery of shares deferred until Ms. Arlin ceases to serve as a director. The second line reflects 245 RSUs, also described as dividend equivalent units, tied to RSUs scheduled to vest in full on the earlier of May 21, 2026 or the 2026 annual meeting of stockholders, with delivery likewise deferred until her board service ends.

Both RSU transactions show an exercise price of $0 and are reported as directly owned derivative securities. After these transactions, the filing shows updated RSU balances of 24,467 and then 24,712 derivative securities beneficially owned.

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

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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^*

Arlin Wendy C.

(Last) (First) (Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BLVD.

(Street)

DUBLIN 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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

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)	12/15/2025		A		169(2)		(3)	(3)	Common Stock	169	$0	24,467	D
Restricted Stock Units	(1)	12/15/2025		A		245(2)		(4)	(4)	Common Stock	245	$0	24,712	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

2. Represents dividend equivalent units issued on December 15, 2025.

3. The restricted stock units vested in full on May 21, 2025. Vested shares will be delivered upon Ms. Arlin's termination as a director of the Company.

4. The restricted stock units will vest in full on the earlier of May 21, 2026 or the date of the Company's 2026 annual meeting of stockholders. Vested shares will be delivered upon Ms. Arlin's termination as a director of the Company.

	/s/ Mark L. Johnson, Attorney-in-Fact	12/17/2025
	** 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).
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FAQ

What insider transaction did Wendy's Co (WEN) disclose in this Form 4?

The filing reports that a Wendy's Company director acquired additional restricted stock units (RSUs) on December 15, 2025, in the form of dividend equivalent units tied to existing RSU awards.

How many Wendy's Co (WEN) restricted stock units were reported in the new grants?

The Form 4 shows two RSU-related transactions: one for 169 RSUs and a second for 245 RSUs, each representing a right to receive one share of Wendy's common stock per unit.

What are the vesting terms for the Wendy's Co (WEN) RSUs in this filing?

One RSU award referenced in the filing vested in full on May 21, 2025, while another is scheduled to vest in full on the earlier of May 21, 2026 or the 2026 annual meeting of stockholders.

When will the Wendy's Co (WEN) director receive the shares underlying these RSUs?

For both RSU awards described, the filing states that vested shares will be delivered upon Ms. Arlin's termination as a director of The Wendy's Company.

What does each restricted stock unit represent for Wendy's Co (WEN)?

Each restricted stock unit reported in the Form 4 represents a contingent right to receive one share of The Wendy's Company's common stock.

What is the exercise price of the Wendy's Co (WEN) restricted stock units in this Form 4?

The RSU transactions listed in the filing show an exercise price of $0, consistent with restricted stock units that convert into shares without additional cash payment.

How many Wendy's Co (WEN) derivative securities does the director hold after these RSU grants?

After the reported RSU-related transactions, the filing shows updated beneficial ownership levels of 24,467 and then 24,712 derivative securities (RSUs) held directly.