WEN Form 4: Matthew O'Brien Granted Restricted Stock Units and Dividend Equivalents

Rhea-AI Filing Summary

Wendy's Co (WEN) Chief People Officer Matthew Coley O'Brien received multiple restricted stock units and dividend-equivalent units on September 16, 2025. The Form 4 reports issuance of 1,601 restricted stock units and associated dividend-equivalent units that convert to common stock: grants of 264, 27, 72, 206 and 1,032 units, each representing a right to one share. These awards carry tax withholding rights and vest on specified future dates between March 1, 2026 and August 12, 2028, subject to continued employment. Following the reported transactions Mr. O'Brien beneficially owned 110,929 shares.

Positive

• Officer alignment with shareholders via issuance of restricted stock units that convert to common shares upon vesting
• Clear vesting schedule and totals disclosed, enabling transparency about future potential share issuance (total reported holdings 110,929 shares)

Negative

• None.

Insights

Compensation & Governance Analyst

TL;DR: Officer received time-based restricted stock units and dividend equivalents, increasing reported holdings to 110,929 shares.

The Form 4 documents routine equity compensation for a named executive officer: restricted stock units with tandem dividend-equivalent rights and tax-withholding provisions. Vesting is time-based across multiple dates from March 1, 2026 through August 12, 2028 and is contingent on continued employment. The grants are disclosed as acquisitions on September 16, 2025 and increase the officer's reported beneficial ownership. This is a governance/compensation disclosure rather than an indicator of a change in control or a market-moving transaction.

Equity Securities Analyst

TL;DR: Non-derivative awards add 1,601 shares to reported holdings; no exercise price and vesting schedules disclosed.

The transaction entries show restricted stock units granted with $0 price and accompanying dividend-equivalent units. The filings list specific tranche sizes—264, 27, 72, 206 and 1,032 units—with vesting installments and full-vesting dates noted in the explanatory section. The disclosure is precise on share counts and vesting conditions, allowing investors to model future dilution timing but does not include company-level financial impacts in this filing.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider O'Brien Matthew Coley

Role Chief People Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	264	$0.00	--
Grant/Award	Restricted Stock Units	27	$0.00	--
Grant/Award	Restricted Stock Units	72	$0.00	--
Grant/Award	Restricted Stock Units	206	$0.00	--
Grant/Award	Restricted Stock Units	1,032	$0.00	--

Holdings After Transaction: Restricted Stock Units — 109,592 shares (Direct)

Footnotes (1)

1. With tandem dividend equivalent rights and tax withholding rights. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. Represents dividend equivalent units issued on September 16, 2025. The restricted stock units will vest in full on March 1, 2026, subject to Mr. O'Brien's continued employment with the Company on the vesting date. The restricted stock units will vest in one remaining installment on August 11, 2026, subject to Mr. O'Brien's continued employment with the Company on the applicable vesting date. The restricted stock units will vest in two remaining equal installments on August 5, 2026 and 2027, subject to Mr. O'Brien's continued employment with the Company on the applicable vesting date. The restricted stock units will vest in three equal installments on August 12, 2026, 2027 and 2028, subject to Mr. O'Brien's continued employment with the Company on the applicable vesting date. The restricted stock units will vest in two equal installments on August 12, 2026 and 2027, subject to Mr. O'Brien's continued employment with the Company on the applicable vesting date.

Form 4 Insider Transactions: What Each Field Means →

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).

1. Name and Address of Reporting Person^*

O'Brien Matthew Coley

(Last) (First) (Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BOULEVARD

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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)	(2)	09/16/2025		A		264(3)		(4)	(4)	Common Stock	264	$0	109,592	D
Restricted Stock Units(1)	(2)	09/16/2025		A		27(3)		(5)	(5)	Common Stock	27	$0	109,619	D
Restricted Stock Units(1)	(2)	09/16/2025		A		72(3)		(6)	(6)	Common Stock	72	$0	109,691	D
Restricted Stock Units(1)	(2)	09/16/2025		A		206(3)		(7)	(7)	Common Stock	206	$0	109,897	D
Restricted Stock Units(1)	(2)	09/16/2025		A		1,032(3)		(8)	(8)	Common Stock	1,032	$0	110,929	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 16, 2025.

4. The restricted stock units will vest in full on March 1, 2026, subject to Mr. O'Brien's continued employment with the Company on the vesting date.

5. The restricted stock units will vest in one remaining installment on August 11, 2026, subject to Mr. O'Brien's continued employment with the Company on the applicable vesting date.

6. The restricted stock units will vest in two remaining equal installments on August 5, 2026 and 2027, subject to Mr. O'Brien's continued employment with the Company on the applicable vesting date.

7. The restricted stock units will vest in three equal installments on August 12, 2026, 2027 and 2028, subject to Mr. O'Brien's continued employment with the Company on the applicable vesting date.

8. The restricted stock units will vest in two equal installments on August 12, 2026 and 2027, subject to Mr. O'Brien's continued employment with the Company on the applicable vesting date.

	/s/ Mark L. Johnson, Attorney-in-Fact	09/18/2025
	** 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).
** 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.

FAQ

What transactions does the WEN Form 4 report for Matthew Coley O'Brien?

The Form 4 reports acquisition of restricted stock units and dividend-equivalent units on September 16, 2025 in tranches of 264, 27, 72, 206, and 1,032 units.

How many shares does Mr. O'Brien beneficially own after the reported transactions?

Following the reported transactions Mr. O'Brien beneficially owned 110,929 shares of Wendy's common stock.

When do the restricted stock units vest according to the Form 4?

Vesting dates are disclosed as March 1, 2026 and various installments on August 5, 2026, August 11, 2026, August 12, 2026, August 12, 2027, and August 12, 2028, contingent on continued employment.

What is the price or exercise cost for the reported restricted stock units?

The reported restricted stock units have a conversion equivalent of $0 in the Form 4 entries.

Do the restricted stock units include dividend rights or tax withholding features?

Yes. The explanation states the units include tandem dividend-equivalent rights and tax withholding rights.