Wendy's director Peter May gets 5,704 shares (NASDAQ: WEN) in stock award

Rhea-AI Filing Summary

Wendy's director and 10% owner Peter W. May reported receiving 5,704 shares of common stock on January 5, 2026. The shares were issued at $8.37 per share under the company’s 2020 Omnibus Award Plan in lieu of his quarterly Board and Board committee cash retainer fees, with the price based on the average closing price over the 20 trading days before the payment date.

Following this grant, May directly beneficially owned 5,537,881 Wendy’s shares. The filing also reports 14,943,466 shares indirectly beneficially owned through Trian Partners, where Trian Fund Management, L.P. and May may be deemed to share investment and voting power, while disclaiming beneficial ownership beyond any pecuniary interest.

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^*

MAY PETER W

(Last) (First) (Middle)

223 SUNSET AVENUE

(Street)

PALM BEACH FL 33480

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

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	01/05/2026		A		5,704	A(1)	$8.37	5,537,881	D
Common Stock								14,943,466	I	By Trian Partners(2)(3)

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. Shares were issued pursuant to the Company's 2020 Omnibus Award Plan (the "Plan") in lieu of a quarterly Board of Directors retainer fee and a quarterly Board committee retainer fee that would otherwise be payable in cash. In accordance with the Plan, the price is the average of the closing price per share on the 20 consecutive trading days immediately preceding the date on which the retainer fees would otherwise be payable.

2. Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Fund-G II L.P., and Trian Partners Strategic Fund-K, L.P. (collectively, the "Trian Funds"), and as such determines the investment and voting decisions of the Trian Funds with respect to the shares of the Issuer held by them. Mr. May is the President and a founding partner of Trian Management, and as such may be deemed to share voting and dispositive power with Trian Management over shares of the Issuer held by the Trian Funds.

3. (FN 2, contd.) Mr. May is also a member of Trian Partners General Partner, LLC ("Trian GP LLC"), the general partner of Trian Partners GP, L.P. ("Trian GP"), and as such is in a position to determine the investment and voting decisions made by Trian GP LLC on behalf of Trian GP. Accordingly, Mr. May and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares owned by the Trian Funds and Trian GP (collectively, "Trian Partners"). The reporting persons disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Daniel R. Marx, Attorney-In-Fact for Peter W. May	01/07/2026
	** 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 insider transaction did Peter W. May report for WEN?

Peter W. May reported an award of 5,704 shares of Wendy's common stock on January 5, 2026, coded as an acquisition of non-derivative securities.

At what price were Peter May’s Wendy's (WEN) shares issued?

The 5,704 Wendy's shares were issued at a price of $8.37 per share, calculated as the average closing price over the 20 consecutive trading days before the retainer payment date under the 2020 Omnibus Award Plan.

How many Wendy's shares does Peter May directly own after this Form 4?

After the reported transaction, Peter W. May directly beneficially owned 5,537,881 shares of Wendy's common stock.

What is the nature of Peter May’s indirect ownership in Wendy's through Trian Partners?

The filing reports 14,943,466 Wendy's shares indirectly beneficially owned by Trian Partners. Trian Fund Management, L.P. manages the Trian funds and determines their investment and voting decisions. As President and a founding partner of Trian Management and a member of Trian GP LLC, Peter May may be deemed to share voting and dispositive power over these shares, while the reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest.

Why did Peter May receive Wendy's shares instead of cash compensation?

The 5,704 Wendy's shares were issued under the company’s 2020 Omnibus Award Plan in lieu of a quarterly Board retainer fee and Board committee retainer fee that would otherwise have been paid in cash.

What roles does Peter May hold in relation to Wendy's Co (WEN)?

Peter W. May is reported as a Director and a 10% Owner of Wendy's Co in this Form 4 filing.