[Form 4] Wendy's Co Insider Trading Activity

Rhea-AI Filing Summary

Wunsch E.J., President, International of The Wendy's Company (WEN), reported issuance of restricted stock units as dividend equivalents on 09/16/2025. The filing shows four separate grant events totaling 2,174 restricted stock units issued at a reported price of $0 as dividend equivalents, and Mr. Wunsch's beneficial ownership increased to 150,649 shares after the largest grant. Each RSU represents a contingent right to one common share and carries dividend equivalent and tax withholding features. Vesting schedules are specified: one tranche vests on 08/11/2026; other tranches vest in installments across 2026–2028, each subject to continued employment.

Positive

• Insider alignment: Awards are equity-based restricted stock units, which align the executive with shareholder interests through prospective share ownership
• No cash consideration: The units were issued as dividend equivalents at a reported price of $0, indicating no cash purchase was required from the reporting person
• Transparent vesting: The filing discloses specific vesting schedules across 2026–2028, clarifying the timeline for potential share issuance

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine compensation issuance of dividend-equivalent RSUs totaling 2,174 units increases reported beneficial ownership to 150,649 shares; no cash changed hands.

The Form 4 documents non-derivative awards delivered as dividend equivalents on 09/16/2025, recorded at $0 price, which indicates these were not open-market purchases but equity compensation adjustments. The disclosure lists specific vesting dates and installment schedules through 2028, clarifying the retention-based nature of the grants. For investors, the filing is informational about insider compensation and long-term alignment but does not indicate cash compensation or market purchases that would directly affect free float beyond typical equity compensation dilution.

Corporate Governance Expert

TL;DR: The filing reflects standard executive equity compensation mechanics with vesting tied to continued employment; illustrative of retention incentives.

The reporting person is identified as an officer and the entry discloses dividend equivalent RSUs with explicit vesting schedules. The document includes the mechanic that each RSU converts to one share upon vesting and notes tax withholding features. This level of disclosure meets Section 16 reporting requirements and provides transparency on insider holdings and future share issuance timing, relevant for governance and executive pay oversight.

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

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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^*

Wunsch E.J.

(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)
	President, International

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		42(3)		(4)	(4)	Common Stock	42	$0	148,517	D
Restricted Stock Units(1)	(2)	09/16/2025		A		151(3)		(5)	(5)	Common Stock	151	$0	148,668	D
Restricted Stock Units(1)	(2)	09/16/2025		A		330(3)		(6)	(6)	Common Stock	330	$0	148,998	D
Restricted Stock Units(1)	(2)	09/16/2025		A		1,651(3)		(7)	(7)	Common Stock	1,651	$0	150,649	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 Mr. Wunsch'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 Mr. Wunsch'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 Mr. Wunsch'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 Mr. Wunsch'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 did Wendy's (WEN) insider E.J. Wunsch acquire on 09/16/2025?

The filing reports issuance of 2,174 restricted stock units issued as dividend equivalents on 09/16/2025, each representing a contingent right to one share.

How many Wendy's (WEN) shares does E.J. Wunsch beneficially own after the reported transactions?

Following the reported transactions the Form 4 shows 150,649 shares beneficially owned by Mr. Wunsch.

Were any cash payments made by the reporting person for these Wendy's (WEN) RSUs?

No cash payment is reported; the RSUs were recorded at a price of $0 as dividend equivalents.

What are the vesting terms for the RSUs reported by Wendy's (WEN) insider?

Vesting varies by tranche: one tranche vests 08/11/2026, others vest in installments across 08/2026–08/2028, each subject to continued employment.

Who filed the Form 4 for Wendy's (WEN) and when was it signed?

The filing was signed by Mark L. Johnson, Attorney-in-Fact on 09/18/2025, on behalf of the reporting person.