Wendy's (WEN) Chief People Officer exercises RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Wendy's Co Chief People Officer Matthew Coley O'Brien reported equity award activity involving restricted stock units and common shares. On March 1, 2026, he exercised 18,598 restricted stock units into the same number of common shares at $0.00 per share through a derivative exercise.

To cover tax obligations, 5,690 common shares were disposed of at $7.66 per share as a tax-withholding transaction, not an open-market sale. After these transactions, he directly held 112,277 common shares and 94,218 restricted stock units. The units were originally granted on March 1, 2023 and fully vested, including 2,833 dividend equivalent units, on March 1, 2026.

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^*

O'Brien Matthew Coley

(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)
	Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M		18,598	A	$0(1)	112,277	D
Common Stock	03/01/2026		F		5,690	D	$7.66	106,587	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)	03/01/2026		M			18,598(3)	(4)	(4)	Common Stock	18,598	$0	94,218	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 2,833 dividend equivalent units that had accrued on the restricted stock units.

4. The restricted stock units were granted on March 1, 2023, and fully vested (including the related dividend equivalent units) on March 1, 2026.

	/s/ Mark L. Johnson, Attorney-in-Fact	03/03/2026
	** 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 did Wendy's (WEN) Chief People Officer report on this Form 4?

The filing shows Matthew Coley O'Brien exercised 18,598 restricted stock units into common shares and had 5,690 shares withheld for taxes. These transactions reflect equity award vesting and related tax withholding, rather than open-market buying or selling of Wendy’s stock.

How many Wendy's (WEN) shares does Matthew Coley O'Brien hold after these transactions?

Following the reported activity, Matthew Coley O'Brien directly holds 112,277 shares of Wendy’s common stock and 94,218 restricted stock units. This reflects the net result after exercising 18,598 units and disposing of 5,690 shares to satisfy tax withholding obligations.

Were the Wendy's (WEN) insider transactions open-market sales or tax withholding?

The disposition of 5,690 Wendy’s common shares was for tax withholding, coded as an F transaction. This means shares were withheld to satisfy tax liabilities tied to equity vesting, rather than sold through an open-market transaction initiated for investment purposes.

When were the Wendy's (WEN) restricted stock units granted and when did they vest?

The restricted stock units were granted on March 1, 2023, and fully vested on March 1, 2026. Vesting included 2,833 dividend equivalent units, which are additional units accrued to mirror dividends paid on Wendy’s common stock during the vesting period.

What does one Wendy's (WEN) restricted stock unit represent in this filing?

Each restricted stock unit represents a contingent right to receive one share of Wendy’s common stock. The units in this filing also have tandem dividend equivalent and tax withholding rights, aligning their value and treatment closely with the underlying common shares.

How many Wendy's (WEN) restricted stock units are outstanding for the insider after vesting?

After the March 1, 2026 vesting and related derivative exercise, Matthew Coley O'Brien holds 94,218 restricted stock units. This figure includes units that remain outstanding following conversion activity and reflects the ongoing equity-based component of his compensation package.