[Form 4] Wendy's Co Insider Trading Activity

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

Corporate Governance Expert

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.

Compensation Analyst

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.

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^*

Cook Kenneth M.

(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)
	Interim CEO and CFO

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		254(3)		(4)	(4)	Common Stock	254	$0	182,510	D
Restricted Stock Units(1)	(2)	09/16/2025		A		242(3)		(5)	(5)	Common Stock	242	$0	182,752	D
Restricted Stock Units(1)	(2)	09/16/2025		A		2,172(3)		(6)	(6)	Common Stock	2,172	$0	184,924	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 December 2, 2027, subject to Mr. Cook'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. Cook'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. Cook'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 did Kenneth M. Cook report on the Form 4 for WEN?

The Form 4 reports that Kenneth M. Cook acquired 2,668 dividend-equivalent restricted stock units on 09/16/2025, increasing his reported beneficial ownership to 184,924 shares.

How many restricted stock units were granted and what are the amounts?

Three entries total 2,668 units: 254, 242, and 2,172 restricted stock units (dividend-equivalent units).

What are the vesting terms for the RSUs reported in the WEN Form 4?

One tranche vests in full on 12/02/2027; one vests in three equal installments on 08/12/2026, 08/12/2027, and 08/12/2028; one vests in two equal installments on 08/12/2026 and 08/12/2027.

Were any shares sold or exercised in this filing for WEN?

No. The filing shows only acquisitions (code A) of restricted stock units and no dispositions or exercises.

Does the Form 4 indicate any cash price paid for the awards?

No. The reported price for the awards is $0, consistent with restricted stock units that convert to common stock without an exercise payment.