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The Wendy鈥檚 Company (NASDAQ: WEN) filed an 8-K to disclose multiple governance changes effective July 2025. Current President & CEO Kirk Tanner will resign on 18 July 2025 to assume the top role at The Hershey Company. The Board has named Chief Financial Officer Ken Cook, 44, as Interim CEO while retaining his CFO duties. Cook joined Wendy鈥檚 in December 2024 after a 20-year career at UPS that included senior FP&A and segment CFO roles. No new compensation arrangements for Cook have been finalized; any future agreements will trigger an amended filing.

Board composition shifts: the Board size will drop from 10 to 9 upon Tanner鈥檚 departure. Separately, Vice-Chairman Matthew H. Peltz will resign on 8 July 2025. The vacancy is being filled the same day by Bradley G. Peltz, son of former Chairman Nelson Peltz and brother of Matthew Peltz. Bradley Peltz will serve until the 2026 annual meeting and joins the Technology and Corporate Social Responsibility committees. As a managing director and minority owner of franchisee Yellow Cab Holdings (89 restaurants), he is involved in a related-party relationship that generated $7.6 million in royalty and other payments to Wendy鈥檚 through 29 June 2025, consistent with prior proxy disclosures.

The company furnished a press release (Exhibit 99.1) summarizing these leadership moves; the release is furnished, not filed, under Regulation FD. No financial performance data, transactions, or strategy updates were included in this filing.

This Form 4 reports a routine equity award to Matthew H. Peltz, a Director and 10% owner of The Wendy鈥檚 Company (WEN). On 1 July 2025, Peltz acquired 2,334 shares of common stock at an average price of $11.62 per share. The shares were issued under the company鈥檚 2020 Omnibus Award Plan in lieu of quarterly cash board and committee retainer fees, classifying the transaction code as "A" (award/acquisition).

Following the grant, Peltz鈥檚 reported ownership is:

• 132,132 shares held directly
• 14,943,466 shares held indirectly through various Trian Partners funds
• 132,397 shares held indirectly via the Peltz 2009 Family Trust

The 2,334-share increase is immaterial relative to the nearly 15.2 million shares already under Peltz鈥檚 control and was not an open-market purchase. No derivative securities were reported, and no sales occurred. As such, the filing provides minimal incremental insight into insider sentiment or the company鈥檚 fundamentals.

Wendy鈥檚 Co. (WEN) 鈥� Form 4 insider transaction

Director and 10% owner Peter W. May, co-founder of activist hedge fund Trian Partners, reported the receipt of 2,229 common shares on 01 July 2025 at an average price of $11.62. The shares were issued under the company鈥檚 2020 Omnibus Award Plan in lieu of quarterly board and committee cash retainers, therefore the transaction does not involve an out-of-pocket cash purchase.

Following the grant, May鈥檚 direct holdings rise to 5,528,882 shares. Indirectly, through various Trian funds, he remains beneficial owner of 14,943,466 additional shares, bringing his total economic exposure to roughly 20.47 million shares, or about 9 鈥� 10 % of shares outstanding (exact float not disclosed in the filing).

The filing is routine compensation-related and represents less than 0.05 % of May鈥檚 aggregate Wendy鈥檚 position, therefore it is unlikely to be financially material to either the insider or outside shareholders. Nonetheless, it re-affirms Trian鈥檚 ongoing, sizeable ownership and board presence.

Form 4 snapshot: On 07/01/2025, Wendy鈥檚 (WEN) director Kristin A. Dolan received 1,156 common shares under the company鈥檚 2020 Omnibus Award Plan, issued in lieu of her normal cash retainer for Board and committee service. The Plan sets the share price at the $11.62 average closing price across the 20 trading days preceding the payment date.

After this grant, Dolan鈥檚 direct ownership rises to 43,797 WEN shares. No derivative securities or open-market transactions were reported, indicating this is a routine, compensation-related issuance rather than a bullish discretionary purchase. Accordingly, the filing is expected to have minimal direct market impact but does marginally align director interests with shareholders through additional equity exposure.

Rhythm Pharmaceuticals, Inc. (RYTM) 鈥� Form 4 insider filing

Director Camille L. Bedrosian reported the vesting of 4,000 restricted stock units (RSUs) on 18 June 2025 (transaction code M). Upon settlement, the RSUs converted into an equal number of common shares at no cash cost, increasing the director鈥檚 directly held common-stock position to 7,000 shares. No derivative securities remain outstanding from this grant, and no sales were disclosed. The filing was signed by attorney-in-fact Stephen Vander Stoep on 23 June 2025.

The transaction reflects routine equity compensation vesting rather than discretionary open-market buying or selling. Given the modest share count and automatic nature of the conversion, the event is considered immaterial to the company鈥檚 overall share structure and does not signal a change in strategic outlook or insider sentiment.

Matthew Coley O'Brien, Chief People Officer of The Wendy's Company (WEN), received new restricted stock units (RSUs) through dividend equivalent units on June 16, 2025. The transactions include:

• 222 RSUs vesting on March 1, 2026
• 45 RSUs vesting in two equal installments on August 11, 2025 and 2026
• 91 RSUs vesting in three equal installments on August 5, 2025, 2026, and 2027

Following these transactions, O'Brien now beneficially owns 29,027 RSUs in total. All RSUs include tandem dividend equivalent rights and tax withholding rights, with each unit representing one share of Wendy's common stock. Vesting is contingent upon continued employment with the company through the respective vesting dates.

Wendy's President U.S. Abigail E. Pringle received additional restricted stock units (RSUs) through dividend equivalent rights on June 16, 2025. The transactions include:

• 106 RSUs that vest in two equal installments on August 11, 2025 and 2026
• 229 RSUs that vest in three equal installments on August 5, 2025, 2026, and 2027

Following these transactions, Pringle beneficially owns 26,880 and 27,109 RSUs respectively in direct ownership. Each RSU represents a contingent right to receive one share of Wendy's common stock. The RSUs include tandem dividend equivalent rights and tax withholding rights. Vesting is subject to continued employment with Wendy's on applicable dates.

Amendment No. 7 to Schedule 13D, filed on 20 June 2025, details the current and potential equity position of Ryan Schulke in Fluent, Inc. (NASDAQ: FLNT). Schulke now beneficially owns 4,934,295 common shares, equal to 21.1 % of the 21,853,756 shares outstanding as of 18 June 2025. His holdings comprise directly owned stock, multiple family trusts, a GRAT structure, and 333,334 shares held through RSMC Partners, LLC.

The filing highlights three key instruments that could materially expand ownership:

• Pre-Funded Warrants: 1,041,123 total warrants (551,977 to Schulke, 489,146 to a family trust) purchased on 2 Dec 2024 and 19 Mar 2025. They are exercisable at $0.0005 per share and became exercisable following shareholder approval at the 18 June 2025 annual meeting.
• Convertible Subordinated Note: Issued 19 Aug 2024, currently convertible into 459,082 shares at the lesser of $3.01 or a market-linked formula, with a $1.00 floor.
• Stockholders鈥� Agreement with Dr. Phillip Frost / Frost Gamma: Provides Schulke shared voting alignment over an additional 6,787,063 shares.

If the warrants are fully exercised and the note converted鈥攁nd if Frost-related shares are counted鈥擲chulke鈥檚 aggregate influence could reach 11,271,358 shares, or 48.1 % of the company, potentially giving him effective control of board appointments. All purchases were funded with Schulke鈥檚 personal funds, and the filing notes no additional plans regarding mergers, asset sales or other transformative actions.

Matthew P. Spessard, Chief Information Officer of The Wendy's Company (WEN), received multiple restricted stock unit (RSU) grants on June 16, 2025 as dividend equivalent units:

• 15 RSUs vesting in two equal installments on August 11, 2025 and 2026
• 41 RSUs vesting in three equal installments on August 5, 2025, 2026, and 2027
• 125 RSUs vesting in three equal installments on February 20, 2026, 2027, and 2028

Each RSU represents a right to receive one share of Wendy's common stock, subject to continued employment. The grants include tandem dividend equivalent rights and tax withholding rights. Following these transactions, Spessard beneficially owns 14,625 RSUs directly. The transactions were reported via Form 4 filing signed by Mark L. Johnson as attorney-in-fact.