Wendy's director gets 4,166-share equity grant
MAY PETER W reported acquisition or exercise transactions in this Form 4 filing.
Accepted by SEC EDGAR
Learn about SEC filing dates
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
MAY PETER W reported acquisition or exercise transactions in this Form 4 filing.
Wendy's Co director and large shareholder Peter W. May received 4,166 shares of common stock as an equity award. The shares were issued under the company’s 2020 Omnibus Award Plan instead of paying his quarterly Board and committee retainers in cash, using a price based on a 20‑day average.
After this grant, Mr. May directly holds 5,542,047 Wendy’s shares. The filing also shows 14,943,466 additional shares held indirectly through Trian Partners entities, where he may be deemed to share investment and voting power, subject to stated beneficial ownership disclaimers.
Insider Trade Summary
Grant/Award: 4,166 shares
Grant/Award
1 txn
Insider
MAY PETER W
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 4,166 | $7.14 | $30K |
| Holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 5,542,047 shares (Direct);
Common Stock — 14,943,466 shares (Indirect, By Trian Partners)
Holdings Before and After:
Common Stock, 5,537,881 to 5,542,047 shares (Direct)
Footnotes (3)
- F1. Shares were issued pursuant to the Company's 2020 Omnibus Award Plan (the "Plan") in lieu of a quarterly Board of Directors retainer fee and a quarterly Board committee retainer fee that would otherwise be payable in cash. In accordance with the Plan, the price is the average of the closing price per share on the 20 consecutive trading days immediately preceding the date on which the retainer fees would otherwise be payable.
- F2. Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Fund-G II L.P., and Trian Partners Strategic Fund-K, L.P. (collectively, the "Trian Funds"), and as such determines the investment and voting decisions of the Trian Funds with respect to the shares of the Issuer held by them. Mr. May is the President and a founding partner of Trian Management, and as such may be deemed to share voting and dispositive power with Trian Management over shares of the Issuer held by the Trian Funds.
- F3. (FN 2, contd.) Mr. May is also a member of Trian Partners General Partner, LLC ("Trian GP LLC"), the general partner of Trian Partners GP, L.P. ("Trian GP"), and as such is in a position to determine the investment and voting decisions made by Trian GP LLC on behalf of Trian GP. Accordingly, Mr. May and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares owned by the Trian Funds and Trian GP (collectively, "Trian Partners"). The reporting persons disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Key Figures
Equity award shares: 4,166 shares
Grant reference price: $7.14 per share
Direct holdings after grant: 5,542,047 shares
+1 more
4 metrics
Equity award shares
4,166 shares
Common Stock granted on 2026-04-03 in lieu of cash retainers
Grant reference price
$7.14 per share
Average closing price over 20 trading days under 2020 Omnibus Award Plan
Direct holdings after grant
5,542,047 shares
Peter W. May direct Wendy’s common stock ownership after transaction
Indirect Trian holdings
14,943,466 shares
Indirect Wendy’s common stock attributed to Trian Partners entities
Key Terms
2020 Omnibus Award Plan, retainer fee, Trian Fund Management, L.P., beneficially own, +2 more
6 terms
2020 Omnibus Award Plan financial
"Shares were issued pursuant to the Company's 2020 Omnibus Award Plan (the "Plan") in lieu of a quarterly Board of Directors retainer fee"
retainer fee financial
"in lieu of a quarterly Board of Directors retainer fee and a quarterly Board committee retainer fee that would otherwise be payable in cash"
Trian Fund Management, L.P. financial
"Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P."
beneficially own regulatory
"may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934)"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interest financial
"The reporting persons disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein"
dispositive power financial
"may be deemed to share voting and dispositive power with Trian Management over shares of the Issuer held by the Trian Funds"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Peter W. May report in this Wendy's (WEN) Form 4 filing?
Peter W. May reported receiving 4,166 Wendy’s common shares as an equity award. The shares were granted as Board and committee retainers under the 2020 Omnibus Award Plan instead of cash, increasing his direct holdings to 5,542,047 shares.
Is Peter W. May’s Form 4 transaction an open-market purchase of Wendy's (WEN) stock?
No, the transaction is a grant under the 2020 Omnibus Award Plan, not an open-market purchase. Shares were issued in lieu of quarterly Board and committee cash fees, so they represent stock-based compensation rather than a discretionary market buy.
What are Peter W. May’s direct Wendy's (WEN) holdings after this grant?
Following the equity award, Peter W. May directly holds 5,542,047 shares of Wendy’s common stock. This total reflects his position after receiving 4,166 additional shares as compensation for Board and committee service under the company’s omnibus award plan.
What indirect Wendy's (WEN) ownership is reported through Trian Partners?
The filing lists 14,943,466 Wendy’s shares held indirectly through Trian Partners entities. Trian Fund Management, L.P. determines investment and voting decisions for these funds, and Mr. May may be deemed to share power, subject to express beneficial ownership disclaimers.
AI-generated analysis. How Rhea-AI works. Not financial advice.
