Wendy's (WEN) Chief People Officer reports new RSU dividend units

Rhea-AI Filing Summary

The Wendy's Company Chief People Officer reports additional restricted stock units (RSUs) tied to dividend equivalents. On 12/15/2025, Mr. O'Brien received several RSU grants credited as dividend equivalent units, including 312, 31, 85, 243 and 1,216 RSUs, all at a price of $0.

Each RSU represents a contingent right to receive one share of Wendy's common stock. After these grants, Mr. O'Brien beneficially owned 112,816 derivative securities in the form of RSUs. The units have different vesting schedules, generally requiring continued employment through future dates in March 2026 and in August 2026, 2027 and 2028.

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 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 People 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		312(3)		(4)	(4)	Common Stock	312	$0	111,241	D
Restricted Stock Units(1)	(2)	12/15/2025		A		31(3)		(5)	(5)	Common Stock	31	$0	111,272	D
Restricted Stock Units(1)	(2)	12/15/2025		A		85(3)		(6)	(6)	Common Stock	85	$0	111,357	D
Restricted Stock Units(1)	(2)	12/15/2025		A		243(3)		(7)	(7)	Common Stock	243	$0	111,600	D
Restricted Stock Units(1)	(2)	12/15/2025		A		1,216(3)		(8)	(8)	Common Stock	1,216	$0	112,816	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 full on March 1, 2026, subject to Mr. O'Brien's continued employment with the Company on the vesting date.

5. 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.

6. 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.

7. 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.

8. 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	12/17/2025
	** 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).
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FAQ

What insider transaction did Wendy's Co (WEN) report for its Chief People Officer?

The filing reports that Mr. O'Brien, Chief People Officer of The Wendy's Company, received multiple grants of restricted stock units (RSUs) credited as dividend equivalent units on 12/15/2025.

How many RSU dividend equivalent units did the Wendy's (WEN) executive receive?

On 12/15/2025, Mr. O'Brien received RSU dividend equivalent units in separate grants of 312, 31, 85, 243 and 1,216 restricted stock units, each at a price of $0.

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

Each restricted stock unit represents a contingent right to receive one share of Wendy's common stock, as stated in the explanation of responses.

How many RSUs does the Wendy's (WEN) Chief People Officer own after these transactions?

Following the reported transactions, Mr. O'Brien beneficially owned 112,816 derivative securities in the form of restricted stock units, all held directly.

When will the new Wendy's (WEN) RSUs vest for the Chief People Officer?

The RSUs have various vesting schedules: some vest in full on March 1, 2026, while others vest in one, two or three remaining installments on August 5, 2026 and 2027, and in equal installments on August 11, 2026 and August 12, 2026, 2027 and 2028, in each case subject to Mr. O'Brien's continued employment on the applicable vesting date.

Are the Wendy's (WEN) RSUs tied to dividends or tax withholding rights?

Yes. The explanation notes that certain restricted stock units are granted with tandem dividend equivalent rights and tax withholding rights, meaning units are credited in connection with dividends and tax obligations.