8-K

THE WENDY’S COMPANY

Date: July 30, 2025

/s/ Mark L. Johnson

Mark L. Johnson

Director – Corporate & Securities Counsel, and Assistant Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 24, 2025

THE WENDY’S COMPANY

(Exact name of registrant, as specified in its charter)

Delaware

1-2207

38-0471180

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


One Dave Thomas Boulevard, Dublin, Ohio				43017
(Address of principal executive offices)				(Zip Code)

(614) 764-3100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.10 par value	WEN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

In connection with the appointment of Ken Cook as Interim Chief Executive Officer of The Wendy’s Company (the “Company”) and in order to ensure a smooth leadership transition and maintain continuity of key executives, on July 24, 2025, the Compensation and Human Capital Committee of the Board of Directors of the Company approved a one-time grant of stock-based retention awards (the “Retention Awards”) to the Company’s executive leadership team, excluding Mr. Cook, under the Company’s 2020 Omnibus Award Plan. The Retention Awards will be granted effective August 12, 2025.

Certain named executive officers of the Company were among the recipients of the Retention Awards, including E.J. Wunsch, President, International (grant date fair value of $1,520,000), and Lindsay J. Radkoski, Chief Marketing Officer, U.S. (grant date fair value of $700,000).

Three-quarters of each Retention Award will be in the form of restricted stock units and one-quarter of each Retention Award will be in the form of stock options. The Retention Awards will vest in substantially equal installments on each of the first two anniversaries of the date of grant, in each case subject to the recipient’s continued employment on the applicable vesting dates.