Wendy's (WEN) exec granted 12,278 shares; 4,141 disposed for taxes

Rhea-AI Filing Summary

Wendy's Co President, International E.J. Wunsch reported equity compensation activity. On February 23, 2026, he acquired 12,278 shares of common stock at $0 per share from the settlement of performance units granted under the company’s long-term incentive plan in February 2023.

On the same date, 4,141 shares of common stock were disposed of at $7.77 per share to satisfy tax withholding obligations. After these transactions, Wunsch directly owned 78,628 shares of Wendy's Co common stock.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wunsch E.J.

(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)
	President, International

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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
Common Stock	02/23/2026		A		12,278(1)	A	$0	82,769	D
Common Stock	02/23/2026		F		4,141	D	$7.77	78,628	D

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

Explanation of Responses:

1. Reflects settlement of performance units granted to Mr. Wunsch in February 2023 as part of the Company's long-term incentive plan.

	/s/ Mark L. Johnson, Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Wendy's (WEN) report for E.J. Wunsch?

Wendy's (WEN) reported that E.J. Wunsch received 12,278 common shares through settlement of performance units and had 4,141 shares disposed to cover tax liabilities, both dated February 23, 2026, under the company’s long-term incentive plan.

How many Wendy's (WEN) shares did E.J. Wunsch acquire in this Form 4?

E.J. Wunsch acquired 12,278 Wendy's (WEN) common shares at $0 per share. These shares reflect settlement of performance units granted in February 2023 as part of Wendy’s long-term incentive compensation program for executives.

Why were 4,141 Wendy's (WEN) shares disposed of in this filing?

The 4,141 Wendy's (WEN) shares were disposed of at $7.77 per share to satisfy tax withholding obligations. This tax-withholding disposition is linked to the equity award settlement rather than an open-market sale decision by the executive.

What is E.J. Wunsch’s Wendy's (WEN) share ownership after these transactions?

After these transactions, E.J. Wunsch directly owns 78,628 Wendy's (WEN) common shares. This figure reflects the net result of the 12,278-share performance unit settlement and the 4,141-share tax-withholding disposition reported on February 23, 2026.

What type of award generated the new Wendy's (WEN) shares for E.J. Wunsch?

The new Wendy's (WEN) shares came from settlement of performance units granted in February 2023. These performance units were part of the company’s long-term incentive plan and converted into 12,278 common shares on February 23, 2026.