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Wendy's Co (WEN) CMO converts RSUs into 31,591 shares, withholds 8,562

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Wendy's Co reported equity compensation activity for Lindsay J. Radkoski, CMO, U.S. On August 12, 2026, she exercised or converted restricted stock units into 31,591 shares of common stock in total. In related transactions, 8,562 shares of common stock were delivered or withheld at $8.66 per share for payment of exercise price or tax liability. The vested awards included dividend equivalent units that had accrued on the restricted stock units granted on August 12, 2025, with the first installments vesting on August 12, 2026, subject to continued employment conditions.

Positive

  • None.

Negative

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Insider Radkoski Lindsay J.
Role CMO, U.S.
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F1, F3, F4 27,878 $0.00 $0.00
Exercise Restricted Stock Units F2, F1, F5, F6 3,713 $0.00 $0.00
Exercise Common Stock F1 27,878 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 7,555 $8.66 $65K
Exercise Common Stock F1 3,713 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 1,007 $8.66 $9K
Holdings After Transaction: Restricted Stock Units — 98,115 shares (Direct); Common Stock — 61,207 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 1,914 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 Ms. Radkoski'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 252 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 Ms. Radkoski'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.
Total shares from RSU conversions 31,591 shares Common stock received upon RSU exercise or conversion on August 12, 2026
First RSU tranche converted 27,878 units Restricted stock units (with dividend equivalents) converting into common stock on August 12, 2026
Second RSU tranche converted 3,713 units Restricted stock units (with dividend equivalents) converting into common stock on August 12, 2026
Shares for exercise price or taxes 8,562 shares Common shares delivered or withheld in code F transactions related to the awards
Code F per-share value $8.66 per share Price used for payment of exercise price or tax liability in code F transactions
Dividend equivalent units (first grant) 1,914 units Dividend equivalent units accrued on one RSU grant included in the vested installment
Dividend equivalent units (second grant) 252 units Dividend equivalent units accrued on another RSU grant included in the vested installment
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 1,914 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 and tax withholding rights financial
"With tandem dividend equivalent rights and tax withholding rights."
Payment of exercise price or tax liability by delivering or withholding securities financial
"transaction code "F" described as Payment of exercise price or tax liability"

FAQ

What insider equity transactions did Wendy's Co (WEN) report for Lindsay J. Radkoski?
Wendy's Co reported that CMO Lindsay J. Radkoski exercised or converted restricted stock units into 31,591 shares of common stock on August 12, 2026. Related transactions also delivered or withheld shares to cover exercise price or tax obligations.

How many Wendy's Co (WEN) restricted stock units vested for Lindsay J. Radkoski?
On August 12, 2026, 27,878 restricted stock units and 3,713 restricted stock units converted into common stock. These amounts included accrued dividend equivalent units tied to the original August 12, 2025 grants.

How many Wendy's Co (WEN) shares were used to pay exercise price or taxes in this Form 4?
A total of 8,562 shares of Wendy's common stock were delivered or withheld in code F transactions at $8.66 per share. These shares were used for payment of exercise price or tax liability related to the equity awards.

What were the grant and vesting terms of Lindsay J. Radkoski’s Wendy's Co (WEN) restricted stock units?
The restricted stock units were granted on August 12, 2025. One grant vests in two equal installments over two years and another in three equal installments over three years, with the first installments vesting on August 12, 2026, subject to continued employment.

Were Lindsay J. Radkoski’s Wendy's Co (WEN) transactions under a Rule 10b5-1 trading plan?
The filing indicates the Rule 10b5-1 checkbox is not affirmatively marked, and no footnote states that the transactions were pursuant to a Rule 10b5-1 trading plan. The transactions are reported as equity award exercises and related tax or exercise-price settlements.

Did the Wendy's Co (WEN) Form 4 report any remaining derivative positions for Lindsay J. Radkoski?
The Form 4’s derivative summary is empty, and no remaining derivative positions are listed in this report. It only details the restricted stock unit conversions and related share deliveries or withholdings on August 12, 2026.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Radkoski Lindsay J.
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CMO, U.S.
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/12/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/12/2026M27,878A$0(1)66,056D
Common Stock08/12/2026F7,555D$8.6658,501D
Common Stock08/12/2026M3,713A$0(1)62,214D
Common Stock08/12/2026F1,007D$8.6661,207D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)(1)08/12/2026M27,878(3) (4) (4)Common Stock27,878$0101,828D
Restricted Stock Units(2)(1)08/12/2026M3,713(5) (6) (6)Common Stock3,713$098,115D
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 1,914 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 Ms. Radkoski'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 252 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 Ms. Radkoski'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-Fact08/14/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR