Wendy's CAO reports RSU vesting and share withholding

Wendy's Co executive Aaron M. Kale, Chief Accounting Officer, reported vesting of restricted stock units and related share movements.

Rhea-AI Filing Summary

Wendy's Co executive Aaron M. Kale, Chief Accounting Officer, reported vesting of restricted stock units and related share movements. On August 12, 2026, 2,209 restricted stock units, including 149 dividend equivalent units, converted into 2,209 shares of common stock. Following this vesting, Kale held 13,736 restricted stock units. On the same date, 599 common shares were delivered or withheld for payment of exercise price or tax liability at $8.66 per share, leaving a net 1,610 newly issued shares from this vesting event. These RSUs were granted on August 12, 2025 and vest in three equal annual installments, subject to continued employment.

Insider Trade Summary

2,209 shares exercised/converted

Exercise 3 txns

Insider Kale Aaron M.

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F2, F1, F3, F4	2,209	$0.00	$0.00
Exercise	Common Stock F1	2,209	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	599	$8.66	$5K

Holdings After Transaction: Restricted Stock Units — 13,736 contracts (Direct); Common Stock — 14,438 shares (Direct)

Footnotes (4)

1. F1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
2. F2. With tandem dividend equivalent rights and tax withholding rights.
3. F3. Includes 149 dividend equivalent units that had accrued on the restricted stock units.
4. F4. The restricted stock units were granted on August 12, 2025 and vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Mr. Kale's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 12, 2026.

Key Figures

RSUs vested: 2,209 units Dividend equivalent units included: 149 units RSUs remaining after transaction: 13,736 units +3 more

6 metrics

RSUs vested 2,209 units Restricted stock units converting into common stock on August 12, 2026

Dividend equivalent units included 149 units Dividend equivalent units accrued on the vested restricted stock units

RSUs remaining after transaction 13,736 units Restricted stock units held by Aaron M. Kale following the vesting event

Shares withheld for exercise price or taxes 599 shares Common stock delivered or withheld to satisfy obligations related to RSU settlement

Per-share value for withheld shares $8.66 per share Price applied to 599 common shares delivered or withheld

Common shares received from RSU conversion 2,209 shares Common stock acquired upon RSU conversion on August 12, 2026

Key Terms

Restricted Stock Units, dividend equivalent units, tandem dividend equivalent rights, tax withholding rights

4 terms

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend equivalent units financial

"Includes 149 dividend equivalent units that had accrued on the restricted"

Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.

tandem dividend equivalent rights financial

"With tandem dividend equivalent rights and tax withholding rights."

tax withholding rights financial

"With tandem dividend equivalent rights and tax withholding rights."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Wendy's Co (WEN) disclose about Aaron M. Kale’s recent equity vesting?

Wendy’s Co reported that Chief Accounting Officer Aaron M. Kale had 2,209 restricted stock units vest on August 12, 2026, converting into 2,209 common shares, as part of an equity award granted in 2025 with three annual vesting installments.

How many Wendy's Co (WEN) restricted stock units does Aaron M. Kale hold after this transaction?

After the August 12, 2026 vesting, Aaron M. Kale held 13,736 restricted stock units. These units continue to represent a right to receive an equivalent number of Wendy’s Co common shares upon future vesting, subject to his continued employment.

How many Wendy's Co (WEN) shares were withheld for tax or exercise obligations in this Form 4?

The filing shows that 599 shares of common stock were delivered or withheld at $8.66 per share to satisfy exercise-price or tax-liability obligations related to the RSU conversion, a standard administrative step in equity award settlements.

What is the size of Aaron M. Kale’s RSU vesting at Wendy's Co (WEN) on August 12, 2026?

On August 12, 2026, 2,209 restricted stock units vested for Aaron M. Kale, including 149 dividend equivalent units. These RSUs were originally granted on August 12, 2025 and are scheduled to vest in three equal annual installments.

Was Aaron M. Kale’s Wendy's Co (WEN) transaction under a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox is not affirmed, so the transactions are not reported as being conducted pursuant to a Rule 10b5-1 trading plan, based on the form’s specific disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/14/2026 - 04:57 PM EDT Learn about SEC filing dates

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).

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^*

Kale Aaron M.

(Last) (First) (Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BLVD.

(Street)

DUBLIN OHIO 43017

(City) (State) (Zip)

UNITED STATES

(Country)

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 Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/12/2026		M		2,209	A	$0(1)	15,037	D
Common Stock	08/12/2026		F		599	D	$8.66	14,438	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
Restricted Stock Units(2)	(1)	08/12/2026		M			2,209(3)	(4)	(4)	Common Stock	2,209	$0	13,736	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

2. With tandem dividend equivalent rights and tax withholding rights.

3. Includes 149 dividend equivalent units that had accrued on the restricted stock units.

4. The restricted stock units were granted on August 12, 2025 and vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Mr. Kale's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 12, 2026.

	/s/ Mark L. Johnson, Attorney-in-Fact	08/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)