=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-08-12
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Wendy's Co (WEN)
CIK: 0000030697
--- Reporting Owner ---
Name: Esposito Liliana
CIK: 0001609772
Role: Officer (Chf Corp Affrs & Sustnblty Ofc)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-08-12 | Code: M (Exercise of derivative)
Shares: +31,858 | Price: $0.00
Shares Owned After: 127,796 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
[Transaction #2]
Security: Common Stock
Date: 2026-08-12 | Code: F (Payment of exercise/tax)
Shares: -8,634 | Price: $8.66
Total Value: $74,770.44
Shares Owned After: 119,162 | Ownership: D (Direct)
[Transaction #3]
Security: Common Stock
Date: 2026-08-12 | Code: M (Exercise of derivative)
Shares: +4,246 | Price: $0.00
Shares Owned After: 123,408 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
[Transaction #4]
Security: Common Stock
Date: 2026-08-12 | Code: F (Payment of exercise/tax)
Shares: -1,151 | Price: $8.66
Total Value: $9,967.66
Shares Owned After: 122,257 | Ownership: D (Direct)
--- Derivative Transactions ---
[Transaction #1]
Security: Restricted Stock Units
Date: 2026-08-12 | Code: M (Exercise of derivative)
Shares: -31,858 | Price: $0.00
Shares Owned After: 62,807 | Ownership: D (Direct)
Footnotes:
[F2] With tandem dividend equivalent rights and tax withholding rights.
[F1] Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
[F3] Includes 2,185 dividend equivalent units that had accrued on the restricted stock units.
[F4] The restricted stock units were granted on August 12, 2025 and vest in two equal installments on the first and second anniversaries of the grant date, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 12, 2026.
[F4] The restricted stock units were granted on August 12, 2025 and vest in two equal installments on the first and second anniversaries of the grant date, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 12, 2026.
[Transaction #2]
Security: Restricted Stock Units
Date: 2026-08-12 | Code: M (Exercise of derivative)
Shares: -4,246 | Price: $0.00
Shares Owned After: 58,561 | Ownership: D (Direct)
Footnotes:
[F2] With tandem dividend equivalent rights and tax withholding rights.
[F1] Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
[F5] Includes 290 dividend equivalent units that had accrued on the restricted stock units.
[F6] The restricted stock units were granted on August 12, 2025 and vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 12, 2026.
[F6] The restricted stock units were granted on August 12, 2025 and vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 12, 2026.
--- Footnotes (Complete Index) ---
F1: Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
F2: With tandem dividend equivalent rights and tax withholding rights.
F3: Includes 2,185 dividend equivalent units that had accrued on the restricted stock units.
F4: The restricted stock units were granted on August 12, 2025 and vest in two equal installments on the first and second anniversaries of the grant date, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 12, 2026.
F5: Includes 290 dividend equivalent units that had accrued on the restricted stock units.
F6: The restricted stock units were granted on August 12, 2025 and vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 12, 2026.
--- Signature ---
/s/ /s/ Mark L. Johnson, Attorney-in-Fact (2026-08-14)
