[Form 4] Wendy's Co Insider Trading Activity

Rhea-AI Filing Summary

Wendy's Co (WEN) Form 4: Liliana Esposito, Chief Corporate Affairs & Sustainability Officer, received 1,128 restricted stock units (RSUs) as dividend equivalent units on September 16, 2025. Each RSU represents a contingent right to one share of common stock and carries tandem dividend equivalent and tax withholding rights. Following these issuances, Ms. Esposito beneficially owns 78,254 shares of common stock directly. The RSUs vest in scheduled installments between August 2026 and August 2028, subject to continued employment, and were reported on the Form 4 signed by Mark L. Johnson on behalf of the reporting person.

Insights

Securities Analyst

TL;DR: Officer received 1,128 RSUs as dividend equivalents, increasing direct beneficial ownership to 78,254 shares; vesting is time-based and employment-conditioned.

These are non-cash dividend equivalent issuances converting to RSUs which vest over one to three future installments. The grant mechanism aligns executive compensation with shareholder outcomes without immediate share dilution since units convert on vesting. The report is routine Section 16 reporting for issuance to an officer and does not disclose acceleration, option exercise, or cash purchase. The direct ownership figure is shown post-issuance, giving investors visibility into current insider holdings.

Corporate Governance Expert

TL;DR: Time-based RSUs issued as dividend equivalents imply standard compensation practice with staggered vesting tied to continued employment.

The Form 4 details vesting schedules for four RSU tranches: one vesting in a single installment in August 2026, two vesting over two annual installments (August 2026 and 2027), and one vesting over three annual installments (August 2026–2028). These schedules reflect retention-focused design. The form contains clear disclosure of nature of awards and ownership form (direct), fulfilling Section 16 transparency obligations. No material governance actions or extraordinary compensation terms are disclosed.

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).

1. Name and Address of Reporting Person^*

Esposito Liliana

(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)
	Chf Corp Affrs & Sustnblty Ofc

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		23(3)		(4)	(4)	Common Stock	23	$0	77,149	D
Restricted Stock Units(1)	(2)	09/16/2025		A		63(3)		(5)	(5)	Common Stock	63	$0	77,212	D
Restricted Stock Units(1)	(2)	09/16/2025		A		173(3)		(6)	(6)	Common Stock	173	$0	77,385	D
Restricted Stock Units(1)	(2)	09/16/2025		A		869(3)		(7)	(7)	Common Stock	869	$0	78,254	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 one remaining installment on August 11, 2026, subject to Ms. Esposito's continued employment with the Company on the vesting date.

5. The restricted stock units will vest in two remaining equal installments on August 5, 2026 and 2027, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date.

6. The restricted stock units will vest in three equal installments on August 12, 2026, 2027 and 2028, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date.

7. The restricted stock units will vest in two equal installments on August 12, 2026 and 2027, subject to Ms. Esposito'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 transactions did Liliana Esposito report on Wendy's (WEN) Form 4?

She reported receipt of 1,128 restricted stock units (RSUs) issued as dividend equivalent units on September 16, 2025.

How many shares does Liliana Esposito beneficially own after the reported transactions?

Ms. Esposito beneficially owns 78,254 shares of Wendy's common stock following the reported transactions.

What are the vesting terms for the RSUs reported on the Form 4?

Vesting is staggered: one tranche vests August 11, 2026; one vests in two equal installments August 5, 2026 and 2027; one vests in three equal installments August 12, 2026–2028; one vests in two equal installments August 12, 2026 and 2027.

Do the RSUs include dividend or tax features?

Yes. The RSUs include tandem dividend equivalent rights and tax withholding rights, per the Form 4 explanation.

When was the Form 4 filed and who signed it?

The report discloses transactions dated September 16, 2025, and the Form 4 was signed on behalf of the reporting person by Mark L. Johnson, Attorney-in-Fact, on September 18, 2025.