Sec Form 3 Filing - Ajmani Deepak @ Wendy's Co - 2023-02-16

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 Ajmani Deepak 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 Operations Officer - U.S (Last) (First) (Middle) C/O THE WENDY'S COMPANY, ONE DAVE THOMAS BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 02/16/2023 (Street) DUBLIN, 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 Common Stock 637 D

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 ) $ 8.2225 ( 2 ) 08/11/2024 Common Stock 27,277 D Employee Stock Option (Right to Buy) ( 1 ) $ 9.8575 ( 3 ) 08/07/2025 Common Stock 31,656 D Employee Stock Option (Right to Buy) ( 1 ) $ 10.0875 ( 4 ) 08/12/2026 Common Stock 27,166 D Employee Stock Option (Right to Buy) ( 1 ) $ 15.355 ( 5 ) 08/11/2027 Common Stock 20,003 D Employee Stock Option (Right to Buy) ( 1 ) $ 18.515 ( 6 ) 08/20/2028 Common Stock 15,152 D Employee Stock Option (Right to Buy) ( 1 ) $ 19.71 ( 7 ) 08/09/2029 Common Stock 25,707 D Employee Stock Option (Right to Buy) ( 1 ) $ 22.34 ( 8 ) 08/07/2030 Common Stock 14,623 D Employee Stock Option (Right to Buy) ( 1 ) $ 23.7 ( 9 ) 08/13/2031 Common Stock 11,055 D Employee Stock Option (Right to Buy) ( 1 ) $ 21.4 ( 10 ) 08/12/2032 Common Stock 14,221 D Restricted Stock Units ( 11 ) $ 0 ( 13 ) ( 12 ) ( 12 ) Common Stock 3,791 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ajmani Deepak C/O THE WENDY'S COMPANY ONE DAVE THOMAS BLVD. DUBLIN, OH43017 Chief Operations Officer - U.S Signatures /s/ Deepak Ajmani 02/23/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )With tandem net exercise and tax withholding rights. ( 2 )The option vested in three equal installments on August 11, 2015, 2016 and 2017 and is currently exercisable as to all 27,277 shares. ( 3 )The option vested in three equal installments on August 7, 2016, 2017 and 2018 and is currently exercisable as to all 31,656 shares. ( 4 )The option vested in three equal installments on August 12, 2017, 2018 and 2019 and is currently exercisable as to all 27,166 shares. ( 5 )The option vested in three equal installments on August 11, 2018, 2019 and 2020 and is currently exercisable as to all 20,003 shares. ( 6 )The option vested in three equal installments on August 20, 2019, 2020 and 2021 and is currently exercisable as to all 15,152 shares. ( 7 )The option vested in three equal installments on August 9, 2020, 2021 and 2022 and is currently exercisable as to all 25,707 shares. ( 8 )The option became exercisable as to 4,874 share s on each of August 7, 2021 and 2022 and becomes exercisable as to 4,875 shares on August 7, 2023. ( 9 )The option became exercisable as to 3,685 shares on August 12, 2022 and becomes exercisable as to 3,685 shares on each of August 12, 2023 and 2024. ( 10 )The option becomes exercisable as to 4,740 shares on each of August 13, 2023 and 2024 and becomes exercisable as to 4,741 shares on August 13, 2025. ( 11 )With tandem dividend equivalent rights and tax withholding rights. ( 12 )The restricted stock units (161 of which represent dividend equivalent units) will vest on February 19, 2024, subject to Mr. Ajmani's continued employment with the Company on the vesting date. ( 13 )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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