Form 4: Peter W. May Acquires Additional Wendy's Co. Shares Through Board Retainer

Peter W. May, a director and 10% owner of Wendy's Co., acquired 2,003 shares of common stock at $15.16 per share as part of the company's 2020 Omnibus Award Plan.

Summary

• On April 2, 2025, Peter W. May acquired 2,003 shares of Wendy's Co. common stock.
• The shares were issued under the company's 2020 Omnibus Award Plan in lieu of quarterly Board of Directors and committee retainer fees.
• The price per share was $15.16, calculated as the average closing price over the 20 trading days preceding the payment date.
• Following the transaction, May directly owns 5,512,669 shares and indirectly owns 14,943,466 shares through Trian Partners.
• Trian Fund Management, L.P. manages Trian Partners and determines investment decisions, with Mr. May being a President and founding partner.
• Mr. May disclaims beneficial ownership of the Trian Partners shares except to the extent of his pecuniary interest.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. A director increasing their stake in the company is generally a good sign, indicating confidence. The transaction itself is routine and part of a pre-existing compensation plan.

Positives

• The acquisition of shares by a director demonstrates confidence in the company.
• The use of the 2020 Omnibus Award Plan aligns director compensation with shareholder interests.

Future Outlook

There is no specific future outlook provided in this document.

Management Comments

• Mr. May disclaims beneficial ownership of the Trian Partners shares except to the extent of his pecuniary interest therein.

Industry Context

Director share acquisitions are common and often viewed positively, signaling confidence in the company's future. The use of stock-based compensation is also a common practice to align management and shareholder interests.

Comparison to Industry Standards

• Stock-based compensation for board members is a common practice among publicly traded companies, including Wendy's competitors like McDonald's (MCD) and Restaurant Brands International (QSR).
• The amount of stock awarded in lieu of cash retainer fees is generally aligned with industry standards for board compensation.
• Director ownership levels are also comparable to those of other large restaurant chains.

Stakeholder Impact

• The transaction could have a slightly positive impact on shareholders as it signals confidence from a director.
• The use of stock-based compensation aligns the director's interests with those of the shareholders.

Key Dates

Keywords

Wendy's Co, Peter W. May, Trian Partners, share acquisition, Form 4, Omnibus Award Plan, director compensation, beneficial ownership