Sec Form 3 Filing - Spessard Matthew P @ Wendy's Co - 2024-02-26

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Spessard Matthew P 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 Information Officer (Last) (First) (Middle) C/O THE WENDY'S COMPANY, ONE DAVE THOMAS BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2024 (Street) DUBIN, OH43017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Option (Right to Buy) ( 1 ) $ 21.53 ( 2 ) 08/11/2033 Common Stock 10,504 D Employee Stock Option (Right to Buy) ( 1 ) $ 21.4 ( 3 ) 08/12/2032 Common Stock 12,641 D Employee Stock Option (Right to Buy) ( 1 ) $ 23.7 ( 4 ) 08/13/2031 Common Stock 8,528 D Employee Stock Option (Right to Buy) ( 1 ) $ 22.34 ( 5 ) 08/07/2030 Common Stock 20,890 D Restricted Stock Units ( 6 ) $ 0 ( 8 ) ( 7 ) ( 7 ) Common Stock 9,386 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spessard Matthew P C/O THE WENDY'S COMPANY ONE DAVE THOMAS BLVD. DUBIN, OH43017 Chief Information Officer Signatures /s/ Matthew P Spessard 02/26/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )With tandem net exercise and tax withholding rights. ( 2 )The option becomes exercisable as to 3,501 shares on each of August 11, 2024 and 2025 and becomes exercisable as to 3,502 shares on August 11, 2026. ( 3 )The option became exercisable as to 4,213 shares on August 12, 2023 and becomes exercisable as to 4,214 shares on each of August 12, 2024 and 2025. ( 4 )The option became exercisable as to 2,842 shares on August 13, 2022 and 2,843 shares on August 13, 2023 and becomes exercisable as to 2,843 shares on August 13, 2024. ( 5 )The option vested in three equal installments on August 7, 2021, 2022 and 2023 and is currently exercisable as to all 20,890 shares. ( 6 )With tandem dividend equivalent rights and tax withholding rights. ( 7 )Of the restricted stock units, 4,067 (340 of which represent dividend equivalent units) will vest on March 9, 2024; 3,713 (296 of which represent dividend equivalent units) will vest on August 13, 2024; and 1,606 (39 of which represent dividend equivalent units) will vest in three equal installments on August 11, 2024, 2025 and 2026. In each case, the vesting of the restricted stock units is subject to Mr. Spessard's continued employment with the Company on the applicable vesting date. ( 8 )Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

Remarks: Power of attorney is included with this filing as Exhibit 24.

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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