[Form 4] Wendy's Co Insider Trading Activity

Rhea-AI Filing Summary

Wendy's Co (WEN) Form 4 filing reports that John Min, Chief Legal Officer & Secretary, was granted restricted stock units and dividend-equivalent units on September 16, 2025. The filing shows issuance of 215, 242, and 1,211 restricted stock units (totaling 1,668 units) with a reported price of $0 as dividend-equivalent units, increasing his beneficial ownership of common stock to 115,650 shares following the transactions.

The awards include tax withholding rights and vesting schedules: one grant vests in full on September 16, 2027; another vests in three equal installments on August 12, 2026, 2027 and 2028; the third vests in two equal installments on August 12, 2026 and 2027, all subject to continued employment.

Insights

Corporate Governance Expert

TL;DR: Insider received 1,668 restricted stock units and dividend-equivalent units, with staggered vesting tied to continued employment.

The Form 4 discloses non-derivative awards issued as restricted stock units and dividend-equivalent units on 09/16/2025 totaling 1,668 units that will convert to common stock if vesting conditions are met. Vesting schedules are explicit and contingent on continued employment, which is standard for executive compensation and aligns future value delivery with service tenure. The filing is routine, contains clear vesting timelines, and reports the resulting beneficial ownership of 115,650 shares.

Compensation Analyst

TL;DR: Grants are time-based restricted stock units with dividend equivalents and multiple vesting schedules; reported price is $0.

The disclosure indicates three separate RSU-type grants issued as dividend-equivalent units on 09/16/2025: 215 units vesting in full 09/16/2027, 242 units vesting in three equal installments starting 08/12/2026, and 1,211 units vesting in two equal installments starting 08/12/2026. Each RSU represents a contingent right to one share. The $0 price reflects the nature of dividend-equivalent unit accounting rather than a cash purchase. This is a typical executive equity award with time-based vesting.

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).

1. Name and Address of Reporting Person^*

Min John

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Ofcr & Secretary

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		215(3)		(4)	(4)	Common Stock	215	$0	114,197	D
Restricted Stock Units(1)	(2)	09/16/2025		A		242(3)		(5)	(5)	Common Stock	242	$0	114,439	D
Restricted Stock Units(1)	(2)	09/16/2025		A		1,211(3)		(6)	(6)	Common Stock	1,211	$0	115,650	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 September 16, 2027, subject to Mr. Min's continued employment with the Company on the vesting date.

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

6. The restricted stock units will vest in two equal installments on August 12, 2026 and 2027, subject to Mr. Min'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).
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