MAY PETER W 4
4 · Wendy's Co · Filed Jul 1, 2026
Research Summary
AI-generated summary of this filing
Wendy's (WEN) 10% Owner Peter May Receives 4,262-Share Award
What Happened
- Peter W. May, a 10% owner and President/founding partner of Trian Fund Management, acquired 4,262 shares of Wendy's Co. (WEN) on 2026-06-29 as an award (transaction code A). The shares were issued at $6.98 each for a total value of $29,749. This was an issuance under the company’s 2020 Omnibus Award Plan in lieu of quarterly board and committee cash retainers.
Key Details
- Transaction date: 2026-06-29; Filing date (Accession 0001193125-26-292836): 2026-07-01 (filed within the standard reporting window).
- Price: $6.98 per share; Total value: $29,749.
- Shares issued under the 2020 Omnibus Award Plan in lieu of board/committee retainer fees; the per-share price was set as the average closing price over the 20 trading days immediately preceding the retainer payment date (per footnote).
- Shares owned after the transaction: not specified in this Form 4 filing.
- Ownership/affiliation note: Mr. May is President and a founding partner of Trian Fund Management, which manages several Trian funds. He may be deemed to share voting and dispositive power over shares held by the Trian Funds and related entities; he disclaims beneficial ownership of those shares except to the extent of any pecuniary interest (per footnotes).
Context
- This was an award issuance (not an open-market purchase or sale) made to satisfy board retainer fees — a routine form of compensation for directors. For retail investors, awards like this are common and do not necessarily signal a buy/sell decision by the insider. Because Mr. May is a 10% owner via affiliated investment entities, the filing emphasizes institutional relationships and potential shared voting/dispositive power rather than individual trading intent.
Insider Transaction Report
Form 4
Wendy's CoWEN
MAY PETER W
Director10% Owner
Transactions
- Award
Common Stock
[F1]2026-06-29$6.98/sh+4,262$29,749→ 5,567,276 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 1, 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|2026-07-01