Wendy's CIO exercises 25,947 RSUs into stock

Wendy's Co Chief Information Officer Matthew P. Spessard exercised restricted stock units into 25,947 shares of common stock on August 12, 2026.

Rhea-AI Filing Summary

Wendy's Co Chief Information Officer Matthew P. Spessard exercised restricted stock units into 25,947 shares of common stock on August 12, 2026. In connection with these vestings, 7,487 shares of common stock were delivered or withheld to cover the payment of exercise price or tax liability. The RSUs included associated dividend equivalent units and vested based on prior grants made on August 12, 2025, subject to continued employment.

Insider Trade Summary

25,947 shares exercised/converted

Exercise 6 txns

Insider Spessard Matthew P

Role Chief Information Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F2, F1, F3, F4	22,896	$0.00	$0.00
Exercise	Restricted Stock Units F2, F1, F5, F6	3,051	$0.00	$0.00
Exercise	Common Stock F1	22,896	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	6,606	$8.66	$57K
Exercise	Common Stock F1	3,051	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	881	$8.66	$8K

Holdings After Transaction: Restricted Stock Units — 48,883 contracts (Direct); Common Stock — 31,505 shares (Direct)

Footnotes (6)

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 1,569 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 two equal installments on the first and second anniversaries of the grant date, subject to Mr. Spessard'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.
5. F5. Includes 208 dividend equivalent units that had accrued on the restricted stock units.
6. F6. 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. Spessard'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 exercised: 25,947 units Shares delivered/withheld: 7,487 shares Portion from first RSU grant: 22,896 units +2 more

5 metrics

RSUs exercised 25,947 units Restricted stock units converted into common stock on August 12, 2026

Shares delivered/withheld 7,487 shares Shares delivered or withheld for exercise price or tax liability at vesting

Portion from first RSU grant 22,896 units Restricted stock units (including 1,569 dividend equivalent units) converted from one grant

Portion from second RSU grant 3,051 units Restricted stock units (including 208 dividend equivalent units) converted from another grant

Withholding price $8.66 per share Price used for shares delivered or withheld to cover exercise price or tax liability

Key Terms

Restricted Stock Units, dividend equivalent units, tandem dividend equivalent rights, tax withholding rights, +1 more

5 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 1,569 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."

Payment of exercise price or tax liability financial

"Payment of exercise price or tax liability by delivering or withholding securities"

FAQ

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

What transactions did Wendy's Co (WEN) CIO Matthew Spessard report on August 12, 2026?

Matthew P. Spessard reported exercises of 25,947 restricted stock units into common stock and related dispositions of 7,487 shares delivered or withheld to pay the exercise price or tax liability tied to those vestings.

How many Wendy's Co (WEN) restricted stock units did Matthew Spessard vest and convert?

Matthew Spessard exercised and converted a total of 25,947 restricted stock units into Wendy's Co common stock, consisting of 22,896 units from one grant and 3,051 units from another, including associated dividend equivalent units.

How many Wendy's Co (WEN) shares were withheld or delivered for taxes or exercise price?

A total of 7,487 shares of Wendy's Co common stock were delivered or withheld at $8.66 per share in connection with the RSU vestings, to pay the exercise price or satisfy related tax liability.

What are the key vesting terms of Matthew Spessard’s Wendy's Co (WEN) RSU grants?

One RSU grant vested in two equal installments on the first and second anniversaries of August 12, 2025; another vested in three equal installments on the first, second and third anniversaries, each contingent on continued employment at Wendy's Co.

Did Matthew Spessard’s Wendy's Co (WEN) RSUs include dividend equivalent units?

Yes. The exercised restricted stock units carried tandem dividend equivalent rights. The vested portions included 1,569 and 208 dividend equivalent units, respectively, which were added to the RSU amounts upon conversion to common stock.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 08/14/2026 - 04:55 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^*

Spessard Matthew P

(Last) (First) (Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BLVD.

(Street)

DUBIN 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 Information 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		22,896	A	$0(1)	35,941	D
Common Stock	08/12/2026		F		6,606	D	$8.66	29,335	D
Common Stock	08/12/2026		M		3,051	A	$0(1)	32,386	D
Common Stock	08/12/2026		F		881	D	$8.66	31,505	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			22,896(3)	(4)	(4)	Common Stock	22,896	$0	51,934	D
Restricted Stock Units(2)	(1)	08/12/2026		M			3,051(5)	(6)	(6)	Common Stock	3,051	$0	48,883	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 1,569 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 two equal installments on the first and second anniversaries of the grant date, subject to Mr. Spessard'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.

5. Includes 208 dividend equivalent units that had accrued on the restricted stock units.

6. 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. Spessard'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)