SEC Form 4 · accession 0000030697-26-000128
Wendy's Co · WEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Aaron M. Kale
Officer — Chief Accounting Officer
Period of report
Aug 11, 2026
Accepted (ET)
Aug 13, 2026 · 4:49 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000030697
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 11, 2026 | M | 1,748 | $0.00 | A | 13,327 | D | |
| Common Stock | Aug 11, 2026 | F | 499 | $7.55 | D | 12,828 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3,F1,F4 | — | Aug 11, 2026 | M | 1,748 | D | — | — | Common Stock | 1,748 | 8,061 | D |
| Employee Stock Option (Right to Buy)F5,F6 | $7.55 | Aug 11, 2026 | A | 54,437 | A | — | Aug 11, 2026 | Common Stock | 54,437 | 54,437 | D |
| Restricted Stock UnitsF2,F1,F7 | — | Aug 11, 2026 | A | 7,884 | A | — | — | Common Stock | 7,884 | 15,945 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
- F2With tandem dividend equivalent rights and tax withholding rights.
- F3Includes 296 dividend equivalent units that had accrued on the restricted stock units.
- F4The restricted stock units were granted on August 11, 2023 and vested in three equal installments on the first, second and third anniversaries of the grant date. The first, second and third installments (including the related dividend equivalent units) vested on August 11, 2024, 2025 and 2026, respectively.
- F5With tandem net exercise and tax withholding rights.
- F6The option vests in three equal installments on August 11, 2027, 2028 and 2029, subject to Mr. Kale's continued employment with the Company on the applicable vesting date.
- F7The restricted stock units will vest in three equal installments on August 11, 2027, 2028 and 2029, subject to Mr. Kale's continued employment with the Company on the applicable vesting date.