Wendy's Co (WEN) CPO logs stock award and tax-withholding share disposal

Rhea-AI Filing Summary

Wendy's Co Chief People Officer Matthew Coley O'Brien reported mixed equity transactions in company common stock. He acquired 7,813 shares on February 23, 2026 at $0.00 per share as a grant, reflecting settlement of performance units granted in February 2023 under the long-term incentive plan. On the same date, 2,688 shares were disposed of at $7.77 per share to cover tax obligations by delivering shares, a standard tax-withholding transaction. Following these transactions, his directly held common stock position was 93,679 shares.

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)
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		7,813(1)	A	$0	96,367	D
Common Stock	02/23/2026		F		2,688	D	$7.77	93,679	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. O'Brien 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.
* 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).
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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 insider transactions did Wendy's Co (WEN) report for Matthew Coley O'Brien?

Wendy's Co reported that Chief People Officer Matthew Coley O'Brien received a grant of 7,813 common shares and had 2,688 shares withheld for taxes. Both transactions occurred on February 23, 2026 and relate to the company’s long-term incentive compensation program.

Was the Wendy's Co (WEN) Form 4 transaction an open-market sale or purchase?

The Form 4 shows no open-market buy or sell. O'Brien received 7,813 shares as an equity award and 2,688 shares were disposed of solely to satisfy tax liabilities by delivering shares, a non-open-market, tax-withholding transaction.

What is the origin of the 7,813 Wendy's Co (WEN) shares granted to O'Brien?

The 7,813 shares reflect settlement of performance units granted to O'Brien in February 2023 under Wendy's long-term incentive plan. These units converted into common stock in 2026, increasing his directly held Wendy’s equity stake.

How many Wendy's Co (WEN) shares does Matthew Coley O'Brien hold after the Form 4 transactions?

After the reported grant and tax-withholding disposition, O'Brien directly holds 93,679 shares of Wendy's common stock. This figure reflects his updated ownership position following both transactions reported on February 23, 2026.

What does transaction code F mean in the Wendy's Co (WEN) Form 4?

Transaction code F indicates shares were used to pay an exercise price or tax liability. In this case, 2,688 Wendy's shares were delivered to satisfy tax obligations tied to the equity award, rather than being sold in the open market.

How does the Wendy's Co (WEN) long-term incentive plan relate to this Form 4?

The Form 4 states the 7,813-share grant represents settlement of performance units granted in February 2023 under Wendy’s long-term incentive plan. This plan rewards executives in stock based on multi-year performance goals.