MAY PETER W 4
4 · Wendy's Co · Filed Apr 7, 2026
Research Summary
AI-generated summary of this filing
Wendy's (WEN) 10% Owner Peter W. May Receives 4,166 Shares
What Happened
- Peter W. May, a 10% owner and founding partner of Trian Management, received 4,166 shares of Wendy's Co (WEN) on 2026-04-03. The shares were issued at $7.14 each (total value $29,745) and reported on a Form 4 filed 2026-04-07. The transaction code is "A" (award/grant), meaning these shares were issued to him rather than purchased on the open market.
Key Details
- Transaction date and price: 2026-04-03; 4,166 shares at $7.14 per share (total $29,745).
- Filing date: Form 4 filed 2026-04-07 (reports the April 3 transaction).
- Shares owned after transaction: Not specified in the Form 4 (filing does not state total beneficial holdings).
- Footnotes of note:
- The shares were issued under Wendy's 2020 Omnibus Award Plan in lieu of quarterly board and committee cash retainer fees; the per-share price equals the average closing price over the 20 trading days before the retainer payment date. (F1)
- Mr. May is a founding partner and President of Trian Fund Management and is connected to several Trian-related funds; footnotes explain potential indirect beneficial ownership by Trian entities and include a customary disclaimer. (F2, F3)
Context
- This is an award/grant (acquisition) rather than an open-market purchase—common for board compensation and not necessarily a signal of trading intent.
- As a 10% owner and a leader of Trian-affiliated investment entities, some holdings may be held indirectly by Trian funds; the filing includes standard clarifying language about voting/dispositive power and disclaimers of direct beneficial ownership.
Insider Transaction Report
Form 4
Wendy's CoWEN
MAY PETER W
Director10% Owner
Transactions
- Award
Common Stock
[F1]2026-04-03$7.14/sh+4,166$29,745→ 5,542,047 total
Holdings
- 14,943,466(indirect: By Trian Partners)
Common Stock
[F2][F3]
Footnotes (3)
- [F1]Shares were issued pursuant to the Company's 2020 Omnibus Award Plan (the "Plan") in lieu of a quarterly Board of Directors retainer fee and a quarterly Board committee retainer fee that would otherwise be payable in cash. In accordance with the Plan, the price is the average of the closing price per share on the 20 consecutive trading days immediately preceding the date on which the retainer fees would otherwise be payable.
- [F2]Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Fund-G II L.P., and Trian Partners Strategic Fund-K, L.P. (collectively, the "Trian Funds"), and as such determines the investment and voting decisions of the Trian Funds with respect to the shares of the Issuer held by them. Mr. May is the President and a founding partner of Trian Management, and as such may be deemed to share voting and dispositive power with Trian Management over shares of the Issuer held by the Trian Funds.
- [F3](FN 2, contd.) Mr. May is also a member of Trian Partners General Partner, LLC ("Trian GP LLC"), the general partner of Trian Partners GP, L.P. ("Trian GP"), and as such is in a position to determine the investment and voting decisions made by Trian GP LLC on behalf of Trian GP. Accordingly, Mr. May and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares owned by the Trian Funds and Trian GP (collectively, "Trian Partners"). The reporting persons disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Signature
/s/ Daniel R. Marx, Attorney-In-Fact for Peter W. May|2026-04-07