Wendy's Co (WEN) CIO reports new RSU grants and vesting schedule

Rhea-AI Filing Summary

The Wendy's Company executive reports new stock-based awards. On December 15, 2025, the company's Chief Information Officer received several grants of restricted stock units (RSUs) tied to common stock dividend equivalents, in amounts of 11, 39, 175, 148 and 736 units at a price of $0 per unit. Each RSU represents a contingent right to receive one share of Wendy's common stock, and following these transactions the executive beneficially owned 66,171 derivative securities in the form of RSUs held directly.

The RSUs carry dividend equivalent and tax withholding rights and will vest over time, subject to the executive’s continued employment. The vesting schedule runs through dates including February 20, 2026, 2027 and 2028 and August 5, 2026 and 2027, as well as August 11, 2026 and August 12, 2026, 2027 and 2028, reflecting a mix of remaining single and multiple installment vesting conditions.

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^*

Spessard Matthew P

(Last) (First) (Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BLVD.

(Street)

DUBIN 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)
	Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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)	12/15/2025		A		11(3)		(4)	(4)	Common Stock	11	$0	65,073	D
Restricted Stock Units(1)	(2)	12/15/2025		A		39(3)		(5)	(5)	Common Stock	39	$0	65,112	D
Restricted Stock Units(1)	(2)	12/15/2025		A		175(3)		(6)	(6)	Common Stock	175	$0	65,287	D
Restricted Stock Units(1)	(2)	12/15/2025		A		148(3)		(7)	(7)	Common Stock	148	$0	65,435	D
Restricted Stock Units(1)	(2)	12/15/2025		A		736(3)		(8)	(8)	Common Stock	736	$0	66,171	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 December 15, 2025.

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

6. The restricted stock units will vest in three equal installments on February 20, 2026, 2027 and 2028, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.

7. The restricted stock units will vest in three equal installments on August 12, 2026, 2027 and 2028, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.

8. The restricted stock units will vest in two equal installments on August 12, 2026 and 2027, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.

	/s/ Mark L. Johnson, Attorney-in-Fact	12/17/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Wendy's Co (WEN) report for its CIO?

The Chief Information Officer of Wendy's Co (WEN) reported multiple grants of restricted stock units (RSUs) on December 15, 2025, all with a price of $0 per unit and tied to Wendy’s common stock.

How many restricted stock units were granted to the Wendy's Co (WEN) CIO on December 15, 2025?

On December 15, 2025, the CIO received RSU grants of 11, 39, 175, 148 and 736 units, each representing a contingent right to receive one share of Wendy’s common stock.

What is the total number of derivative securities the Wendy's Co (WEN) CIO owned after the reported Form 4 transactions?

Following the reported transactions, the CIO beneficially owned 66,171 derivative securities in the form of restricted stock units, held directly.

What do the restricted stock units for Wendy's Co (WEN) represent for the CIO?

Each restricted stock unit granted to the CIO represents a contingent right to receive one share of Wendy's Co common stock, with associated dividend equivalent and tax withholding rights.

What are the vesting conditions for the Wendy's Co (WEN) CIO RSU awards?

The RSUs vest on specific dates, including August 11, 2026, August 5, 2026 and 2027, February 20, 2026, 2027 and 2028, and August 12, 2026, 2027 and 2028, and each vesting is subject to the CIO’s continued employment on the applicable date.

Do the Wendy's Co (WEN) CIO RSUs include dividend equivalent rights?

Yes. The RSU awards are described as having tandem dividend equivalent rights and tax withholding rights, and some of the units represent dividend equivalent units issued on December 15, 2025.

Is this Wendy's Co (WEN) Form 4 filing made by one reporting person or a group?

The document indicates that the Form 4 is filed by one reporting person, namely the company’s Chief Information Officer.