WEN Form 4: Kenneth Cook Receives 2,668 Dividend-Equivalent RSUs
Rhea-AI Filing Summary
Wendy's Co (WEN) reporting person Kenneth M. Cook received restricted stock units and dividend equivalent units on 09/16/2025. The filing shows three grants totaling 2,668 dividend-equivalent restricted stock units (254, 242 and 2,172) that convert one-for-one into common stock at $0 exercise price and increase Mr. Cook's reported beneficial ownership sequentially to 182,510, 182,752 and 184,924 shares following each issuance. Each award carries dividend equivalent and tax withholding features and vests on specified schedules: one tranche vests in full on 12/02/2027, one vests in three equal annual installments beginning 08/12/2026, and one vests in two equal installments on 08/12/2026 and 08/12/2027, each subject to continued employment.
Positive
- Receipt of 2,668 dividend-equivalent RSUs on 09/16/2025, increasing reported ownership to 184,924 shares
- Vesting schedules through 2026–2027 that align executive incentives with multi-year retention
- Awards convert one-for-one to common stock at $0, indicating full-value restricted stock units rather than options
Negative
- None.
Insights
TL;DR: Insider received time‑based RSUs with dividend equivalents to retain executive through 2026–2027 vesting dates.
The filings document routine executive compensation activity rather than a market-moving transaction. The total incremental units reported equal 2,668 dividend-equivalent restricted stock units that convert one-for-one into common stock at no cash exercise price, increasing reported beneficial ownership to 184,924 shares after the last grant. Vesting schedules extend to December 2027 and include staggered installments, consistent with retention-focused awards. No dispositions or cash purchases are reported.
TL;DR: Grants are structured as standard RSUs with dividend equivalents and multi-year vesting to incentivize continued service.
The awards include dividend-equivalent rights and tax-withholding provisions and vest over one-to-three-year schedules, aligning executive pay with shareholder alignment and retention. The transactions were reported as acquisitions (code A) on 09/16/2025 and carry no exercise price, indicating full-value RSUs rather than options. The amounts and vesting cadence are explicit in the filing and indicate a compensation plan implementation rather than an anomalous corporate event.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 254 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 242 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 2,172 | $0.00 | -- |
Footnotes (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 December 2, 2027, subject to Mr. Cook's continued employment with the Company on the vesting date. The restricted stock units will vest in three equal installments on August 12, 2026, 2027 and 2028, subject to Mr. Cook'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. Cook's continued employment with the Company on the applicable vesting date.
