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  4. [Form 4] Wendy's Co Insider Trading Activity

Wendy's CIO granted 1,294 restricted stock units

Spessard Matthew P reported acquisition or exercise transactions in this Form 4 filing.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Spessard Matthew P reported acquisition or exercise transactions in this Form 4 filing.

Wendy's Co Chief Information Officer Matthew P. Spessard reported new equity awards in the form of restricted stock units (RSUs). On June 15, 2026 he was granted several RSU awards and related dividend equivalent units totaling 1,294 units at no cash cost, each representing a contingent right to receive one share of common stock. The RSUs carry tandem dividend equivalent and tax withholding rights and vest over multiple future dates, including remaining installments in August 2026, August 2027, February 2027, February 2028 and August 2028, subject to his continued employment. Following these awards, Spessard directly holds 63,949 RSUs in total.

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Insider Spessard Matthew P
Role Chief Information Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units 12 $0.00 $0.00
Grant/Award Restricted Stock Units 47 $0.00 $0.00
Grant/Award Restricted Stock Units 144 $0.00 $0.00
Grant/Award Restricted Stock Units 182 $0.00 $0.00
Grant/Award Restricted Stock Units 909 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 65,231 contracts (Direct)
Footnotes (8)
  1. F1. With tandem dividend equivalent rights and tax withholding rights.
  2. F2. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
  3. F3. Represents dividend equivalent units issued on June 15, 2026.
  4. F4. 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. F5. 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. F6. The restricted stock units will vest in two remaining equal installments on February 20, 2027 and 2028, subject to Mr. Spessard's continued employment with the Company on the applicable vesting date.
  7. F7. 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. F8. 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.
New RSU awards 1,294 units Total restricted stock units and dividend equivalent units granted June 15, 2026
Largest single RSU grant 909 units Primary restricted stock unit award on June 15, 2026
Additional RSU grants 182, 144, 47, 12 units Four smaller RSU and dividend equivalent unit lines on June 15, 2026
RSU holdings after grants 63,949 units Total restricted stock units held directly by CIO after transactions
Transaction price per unit $0.0000 Indicates RSU awards granted as compensation, not purchased for cash
Restricted Stock Units financial
"security_title: Restricted Stock Units"
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.
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.
dividend equivalent units financial
"Represents dividend equivalent units issued on June 15, 2026."
Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share"
tax withholding rights financial
"With tandem dividend equivalent rights and tax withholding rights."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Wendy's (WEN) report for Matthew P. Spessard?
Wendy’s reported that Chief Information Officer Matthew P. Spessard received multiple restricted stock unit awards totaling 1,294 units on June 15, 2026. These awards are equity compensation grants, not open-market share purchases or sales, and are tied to future service-based vesting conditions.

How many restricted stock units does the Wendy's CIO hold after this Form 4?
After the June 15, 2026 grants, Matthew P. Spessard holds 63,949 restricted stock units. Each RSU represents a contingent right to receive one share of Wendy’s common stock, subject to vesting terms and continued employment conditions described in the accompanying footnotes.

What are the vesting conditions for the new Wendy's RSU awards?
The newly reported restricted stock units vest over several future dates, including remaining installments in August 2026, August 2027, February 2027, February 2028 and August 2028. Vesting is contingent on Mr. Spessard’s continued employment with Wendy’s on each applicable vesting date.

Does the Wendy's CIO pay cash for these restricted stock units?
No cash payment is required for these awards. The Form 4 shows a transaction price of $0.0000 per unit, indicating they are compensation grants. The RSUs also include tandem dividend equivalent and tax withholding rights as part of the award structure.

What do Wendy's dividend equivalent units mean in this Form 4?
Dividend equivalent units represent additional RSUs credited to mirror dividends paid on Wendy’s common stock. The filing notes that certain RSUs include tandem dividend equivalent rights and that some reported units are dividend equivalent units issued on June 15, 2026, enhancing the total award size.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
Spessard Matthew P
(Last)(First)(Middle)
C/O THE WENDY'S COMPANY
ONE DAVE THOMAS BLVD.
(Street)
DUBIN 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Information Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)(2)06/15/2026A12(3) (4) (4)Common Stock12$063,949D
Restricted Stock Units(1)(2)06/15/2026A47(3) (5) (5)Common Stock47$063,996D
Restricted Stock Units(1)(2)06/15/2026A144(3) (6) (6)Common Stock144$064,140D
Restricted Stock Units(1)(2)06/15/2026A182(3) (7) (7)Common Stock182$064,322D
Restricted Stock Units(1)(2)06/15/2026A909(3) (8) (8)Common Stock909$065,231D
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 June 15, 2026.
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 two remaining equal installments on February 20, 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-Fact06/17/2026
** Signature of Reporting PersonDate
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

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