Wendy's (WEN) CEO receives new stock options and RSU awards

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Wendy's Co President & CEO Robert D. Wright received equity awards as compensation. He was granted 118,110 restricted stock units, each representing a contingent right to receive one share of Wendy's common stock. These RSUs will vest in three equal installments on each anniversary of the earlier of August 31, 2026 or the 2026 grant date for other senior leaders, subject to his continued employment.

Wright was also granted employee stock options covering 1,772,898 shares of common stock at an exercise price of $7.62 per share. These options vest on the same three-installment schedule and expire on May 21, 2036, and include tandem net exercise, dividend equivalent, and tax withholding rights. The filing does not report any open-market buys or sells, only these awards.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Wright Robert D.

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option (Right to Buy)	1,772,898	$0.00	--
Grant/Award	Restricted Stock Units	118,110	$0.00	--

Holdings After Transaction: Employee Stock Option (Right to Buy) — 1,772,898 shares (Direct, null); Restricted Stock Units — 118,110 shares (Direct, null)

Footnotes (1)

With tandem net exercise and tax withholding rights. The option vests in three equal installments on each anniversary of the earlier of (i) August 31, 2026 or (ii) the 2026 grant date of options to the other members of the Company's senior leadership team, subject to Mr. Wright's continued employment with the Company on the applicable vesting date. With tandem dividend equivalent rights and tax withholding rights. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. The restricted stock units will vest in three equal installments on each anniversary of the earlier of (i) August 31, 2026 or (ii) the 2026 grant date of restricted stock units to the other members of the Company's senior leadership team, subject to Mr. Wright's continued employment with the Company on the applicable vesting date.

Key Figures

Restricted stock units granted: 118,110 units Stock options granted: 1,772,898 options Option exercise price: $7.62 per share +3 more

6 metrics

Restricted stock units granted 118,110 units Grant to CEO Robert D. Wright on May 21, 2026

Stock options granted 1,772,898 options Employee stock options granted May 21, 2026

Option exercise price $7.62 per share Conversion or exercise price for new options

Option expiration date May 21, 2036 Expiration for newly granted stock options

RSU-to-share ratio 1 unit : 1 share Each RSU represents right to one common share

Vesting schedule 3 equal annual installments For both RSUs and options starting from earlier of Aug 31, 2026 or 2026 peer grant date

Key Terms

Restricted Stock Units, Employee Stock Option (Right to Buy), tandem net exercise, dividend equivalent rights, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive one share of the Company's common stock."

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.

Employee Stock Option (Right to Buy) financial

"Employee Stock Option (Right to Buy) with an exercise price of 7.6200 and expiration date of 2036-05-21."

tandem net exercise financial

"With tandem net exercise and tax withholding rights."

dividend equivalent rights financial

"With tandem dividend equivalent rights and tax withholding rights."

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

vesting financial

"The restricted stock units will vest in three equal installments on each anniversary of the earlier of (i) August 31, 2026 or (ii) the 2026 grant date..."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 Insider Transactions: What Each Field Means →

05/26/2026 - 04:51 PM

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

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^*

Wright Robert D.

(Last)

(First)

(Middle)

C/O THE WENDY'S COMPANY

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)⁽¹⁾	$7.62	05/21/2026		A		1,772,898		⁽²⁾	05/21/2036	Common Stock	1,772,898	$0	1,772,898	D
Restricted Stock Units⁽³⁾	⁽⁴⁾	05/21/2026		A		118,110		⁽⁵⁾	⁽⁵⁾	Common Stock	118,110	$0	118,110	D

Explanation of Responses:

1. With tandem net exercise and tax withholding rights.

2. The option vests in three equal installments on each anniversary of the earlier of (i) August 31, 2026 or (ii) the 2026 grant date of options to the other members of the Company's senior leadership team, subject to Mr. Wright's continued employment with the Company on the applicable vesting date.

3. With tandem dividend equivalent rights and tax withholding rights.

4. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

5. The restricted stock units will vest in three equal installments on each anniversary of the earlier of (i) August 31, 2026 or (ii) the 2026 grant date of restricted stock units to the other members of the Company's senior leadership team, subject to Mr. Wright's continued employment with the Company on the applicable vesting date.

	/s/ Mark L. Johnson, Attorney-in-Fact	05/26/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Wendy's (WEN) CEO Robert Wright receive in this Form 4?

Robert D. Wright received 118,110 restricted stock units and stock options on 1,772,898 shares. These compensation awards give him future rights to Wendy's common stock, subject to vesting schedules and continued employment conditions outlined in the filing.

How do Robert Wright's new Wendy's (WEN) restricted stock units vest?

The 118,110 restricted stock units vest in three equal annual installments. Vesting starts on the anniversary of the earlier of August 31, 2026 or the 2026 grant date for other senior leaders, and requires Wright’s continued employment on each vesting date.

What are the key terms of Robert Wright's new Wendy's (WEN) stock options?

Wright’s employee stock options cover 1,772,898 shares at a $7.62 exercise price. They vest in three equal annual installments on the same schedule as his RSUs and expire on May 21, 2036, providing long-term equity incentives tied to company performance.

Does the Wendy's (WEN) Form 4 show Robert Wright buying or selling shares?

The Form 4 reports no open-market buying or selling by Robert Wright. It only discloses compensation-related grants of restricted stock units and stock options, which are standard equity awards rather than discretionary market transactions in Wendy’s shares.

What special rights are attached to Robert Wright's new Wendy's (WEN) equity awards?

The stock options include tandem net exercise and tax withholding rights, while the RSUs carry dividend equivalent and tax withholding rights. These features streamline exercising options and handling tax obligations, and allow RSU holders to receive dividend-equivalent value.