Wendy's Co (WEN) Chief People Officer receives new RSU grants

Rhea-AI Filing Summary

O'Brien Matthew Coley reported acquisition or exercise transactions in this Form 4 filing.

Wendy's Co reported that Chief People Officer Matthew Coley O'Brien received several grants of restricted stock units (RSUs) on March 16, 2026, all as equity compensation awards rather than open‑market share purchases or sales.

The awards include RSUs with tandem dividend equivalent and tax withholding rights, each representing a contingent right to one share of common stock. These RSUs vest over future dates, with remaining installments scheduled on August 5, 11 and 12 in 2026, 2027 and 2028, subject to his continued employment. Following these grants, his directly held RSUs total 96,093 units.

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			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)	03/16/2026		A		38(3)		(4)	(4)	Common Stock	38	$0	94,256	D
Restricted Stock Units(1)	(2)	03/16/2026		A		101(3)		(5)	(5)	Common Stock	101	$0	94,357	D
Restricted Stock Units(1)	(2)	03/16/2026		A		290(3)		(6)	(6)	Common Stock	290	$0	94,647	D
Restricted Stock Units(1)	(2)	03/16/2026		A		1,446(3)		(7)	(7)	Common Stock	1,446	$0	96,093	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 March 16, 2026.

4. The restricted stock units will vest in one remaining installment on August 11, 2026, subject to Mr. O'Brien'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. O'Brien'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. O'Brien'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. O'Brien's continued employment with the Company on the applicable vesting date.

	/s/ Mark L. Johnson, Attorney-in-Fact	03/18/2026
	** 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).
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)

FAQ

What insider transaction did Wendy's Co (WEN) report for March 16, 2026?

Wendy's Co reported that Chief People Officer Matthew Coley O'Brien received several grants of restricted stock units on March 16, 2026. These awards are equity compensation, not open-market trades, and increase his contingent right to receive common shares over time.

How many Wendy's Co (WEN) restricted stock units does Matthew O'Brien hold after this Form 4?

After the reported grants, Matthew Coley O'Brien directly holds 96,093 restricted stock units. Each unit represents a contingent right to receive one share of Wendy's common stock, subject to vesting schedules and continued employment conditions described in the filing footnotes.

Are the Wendy's Co (WEN) Form 4 transactions insider buys or sales?

The Form 4 transactions are grants of restricted stock units classified as acquisitions, not market buys or sales. They represent compensation awards that vest over time, rather than discretionary trading activity in Wendy's Co common stock on the open market.

What are the vesting terms of the Wendy's Co (WEN) restricted stock units granted to Matthew O'Brien?

The restricted stock units vest in scheduled installments between August 2026 and August 2028. Specific grants vest in one, two, or three remaining installments on August 5, 11, and 12 in those years, contingent on Mr. O'Brien’s continued employment with Wendy's Co.

Do the Wendy's Co (WEN) restricted stock units include dividend equivalent rights?

Some restricted stock units carry tandem dividend equivalent and tax withholding rights, according to the footnotes. The filing also notes dividend equivalent units issued on March 16, 2026, which mirror dividends on common stock until the underlying units vest into actual shares.

What does each restricted stock unit represent for Wendy's Co (WEN) insiders?

Each restricted stock unit represents a contingent right to receive one share of Wendy's Co common stock. The units convert into shares only when vesting conditions are satisfied, typically based on continued employment through specified future vesting dates.