WEN Form 4: Director Wendy Arlin Receives 350 RSUs, Vesting Details Disclosed

Rhea-AI Filing Summary

Wendy's Co (WEN) director Wendy C. Arlin reported the grant and deposit of restricted stock units (RSUs). On 09/16/2025 Ms. Arlin was issued 143 dividend-equivalent RSUs and 207 regular RSUs, representing rights to receive one share per unit. After these transactions she beneficially owns 24,298 shares of common stock. The 143 dividend-equivalent RSUs are fully vested but delivery is deferred until her termination as a director; the 207 RSUs vest in full on the earlier of 05/21/2026 or the company’s 2026 annual meeting and likewise will be delivered upon termination.

Positive

• Increased reported ownership to 24,298 shares following issuance of RSUs
• Dividend-equivalent RSUs granted (143 units) were recorded and disclosed
• Clear vesting schedule disclosed for 207 RSUs (earlier of 05/21/2026 or 2026 annual meeting)

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director compensation through RSUs increased the director's reported holdings to 24,298 shares; no cash proceeds or option exercises.

These entries reflect non-derivative equity awards: 143 dividend-equivalent RSUs and 207 service RSUs granted/recorded on 09/16/2025 with $0 exercise price because they are units that convert to common stock. The 143 units are vested but subject to delivery timing tied to termination; the 207 units have a defined vesting date of the earlier of 05/21/2026 or the 2026 annual meeting. This is a standard equity compensation disclosure and does not indicate trading activity for cash or disposition of shares.

Corporate Governance Expert

TL;DR: Governance disclosure shows standard director equity awards and vesting terms; documentation and filing appear complete.

The Form 4 documents the nature and timing of RSU awards and explains delivery conditions tied to termination and future vesting. The inclusion of dividend-equivalent units is explicitly disclosed. From a governance perspective, the filing provides the required transparency about insider beneficial ownership changes and vesting schedules. There are no indications of accelerations, transfers, or related-party transactions disclosed in this Form 4.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Arlin Wendy C.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	143	$0.00	--
Grant/Award	Restricted Stock Units	207	$0.00	--

Holdings After Transaction: Restricted Stock Units — 24,091 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. Represents dividend equivalent units issued on September 16, 2025. The restricted stock units vested in full on May 21, 2025. Vested shares will be delivered upon Ms. Arlin's termination as a director of the Company. The restricted stock units will vest in full on the earlier of May 21, 2026 or the date of the Company's 2026 annual meeting of stockholders. Vested shares will be delivered upon Ms. Arlin's termination as a director of the Company.

Form 4 Insider Transactions: What Each Field Means →

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).

1. Name and Address of Reporting Person^*

Arlin Wendy C.

(Last) (First) (Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BLVD.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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)	09/16/2025		A		143(2)		(3)	(3)	Common Stock	143	$0	24,091	D
Restricted Stock Units	(1)	09/16/2025		A		207(2)		(4)	(4)	Common Stock	207	$0	24,298	D

Explanation of Responses:

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

2. Represents dividend equivalent units issued on September 16, 2025.

3. The restricted stock units vested in full on May 21, 2025. Vested shares will be delivered upon Ms. Arlin's termination as a director of the Company.

4. The restricted stock units will vest in full on the earlier of May 21, 2026 or the date of the Company's 2026 annual meeting of stockholders. Vested shares will be delivered upon Ms. Arlin's termination as a director of the Company.

	/s/ Mark L. Johnson, Attorney-in-Fact	09/18/2025
	** 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).
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.

FAQ

What did Wendy C. Arlin report on Form 4 for WEN?

The filing reports issuance of 143 dividend-equivalent RSUs and 207 restricted stock units on 09/16/2025, bringing her beneficial ownership to 24,298 shares.

When do the 207 RSUs vest?

The 207 RSUs vest in full on the earlier of 05/21/2026 or the 2026 annual meeting of stockholders.

Are the 143 dividend-equivalent RSUs immediately vested and delivered?

The 143 dividend-equivalent RSUs are vested, but delivery will occur upon Ms. Arlin’s termination as a director per the filing.

Did the Form 4 report any cash sales, option exercises, or dispositions?

No. The Form 4 reports only RSU awards with a $0 price; there are no cash sales, option exercises, or dispositions disclosed.

What is the reporting date on the Form 4?

The transaction date recorded is 09/16/2025 and the form is signed on 09/18/2025 by an attorney-in-fact.