Wendy's (WEN) Form 4: Thuerk Receives Options and RSUs; Sells 1,210 Shares

Q: What transactions did Suzanne M. Thuerk (WEN) report on Form 4?

The filing reports acquisitions of 4,053 RSUs , grants of multiple RSU tranches and two 63,731-share options at a $10.11 exercise price, and a sale of 1,210 shares at $10.11 on 08/12/2025 .

Q: Did any restricted stock units vest immediately?

Yes. Certain restricted stock units granted on 08/12/2022 fully vested on 08/12/2025 , including related dividend equivalent units.

Q: Does the Form 4 indicate any change in role or departure for Ms. Thuerk?

No. The filing lists her relationship as Chief Accounting Officer and does not disclose any change in role or departure.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

The filing shows insider transactions by Suzanne M. Thuerk, Chief Accounting Officer of The Wendy's Company (WEN). On August 12, 2025 she acquired 4,053 restricted stock units and had 1,210 shares disposed in a sale at $10.11 per share. The report also records large related option grants: two employee stock options covering 63,731 shares each (exercise price $10.11, expiration August 12, 2035) and multiple restricted stock unit awards that increase her beneficial ownership to 50,438 and 25,216 common shares in different grant pools, with varying vesting schedules through 2028. Some RSUs fully vested on August 12, 2025; others vest in installments in 2026–2028. The transactions were reported on a Form 4 filed August 14, 2025.

Positive

Equity-based compensation granted (multiple RSUs and stock options) aligns executive pay with shareholder value
Some RSUs fully vested on August 12, 2025, converting contingent rights into common shares

Negative

Small sale of 1,210 shares at $10.11 reduced direct holdings
Large option grants (63,731 options each) increase potential future share dilution if exercised

Insights

TL;DR: Officer received substantial equity awards and exercised/received shares while executing a small sale, showing standard compensation activity.

The report details routine executive compensation events rather than operational changes. The award structure includes large long-dated options (two grants of 63,731 options at $10.11 strike, expiring 2035) and multiple RSU grants that both vested and remain subject to future vesting through 2028. A small disposition of 1,210 shares at $10.11 slightly reduced direct holdings; overall the filings increase potential future dilution but are typical for incentive compensation. No revenue, guidance, or company-level financial metrics are disclosed in this filing.

TL;DR: Compensation-related grants and vesting are disclosed; timing and vesting schedules are clearly documented.

This Form 4 documents grant vesting mechanics and tandem rights (dividend equivalents, net exercise, tax withholding). One RSU tranche fully vested on August 12, 2025; others vest in equal installments over 2026–2028. The filing properly discloses both acquisitions and a small sale, and is consistent with standard governance disclosure practices for senior officers. There are no indications of departures, change-in-control terms, or unusual insider trading patterns in this disclosure.

Insider Trade Summary

4,053 shares exercised/converted

Mixed 7 txns

Insider Thuerk Suzanne M.

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,053	$0.00	--
Grant/Award	Employee Stock Option (Right to Buy)	63,731	$0.00	--
Grant/Award	Restricted Stock Units	5,044	$0.00	--
Grant/Award	Employee Stock Option (Right to Buy)	63,731	$0.00	--
Grant/Award	Restricted Stock Units	25,222	$0.00	--
Exercise	Common Stock	4,053	$0.00	--
Tax Withholding	Common Stock	1,210	$10.11	$12K

Holdings After Transaction: Restricted Stock Units — 20,172 shares (Direct); Employee Stock Option (Right to Buy) — 63,731 shares (Direct); Common Stock — 12,732 shares (Direct)

Footnotes (1)

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. With tandem dividend equivalent rights and tax withholding rights. Includes 549 dividend equivalent units that had accrued on the restricted stock units. The restricted stock units were granted on August 12, 2022 and fully vested (including the related dividend equivalent units) on August 12, 2025. With tandem net exercise and tax withholding rights. The option vests in three equal installments on August 12, 2026, 2027 and 2028, subject to Ms. Thuerk's continued employment with the Company on the applicable vesting date. The restricted stock units will vest in three equal installments on August 12, 2026, 2027 and 2028, subject to Ms. Thuerk's continued employment with the Company on the applicable vesting date. The option vests in two equal installments on August 12, 2026 and 2027, subject to Ms. Thuerk's continued employment with the Company on the applicable vesting date. The restricted stock units will vest in two equal installments on August 12, 2026 and 2027, subject to Ms. Thuerk's continued employment with the Company on the applicable vesting date.

Form 4 Insider Transactions: What Each Field Means →

08/14/2025 - 06:12 PM

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Thuerk Suzanne M.

(Last)

(First)

(Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BLVD.

(Street)

DUBLIN

43017

(City)

(State)

(Zip)

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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/12/2025		M		4,053	A	$0⁽¹⁾	12,732	D
Common Stock	08/12/2025		F		1,210	D	$10.11	11,522	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽²⁾	⁽¹⁾	08/12/2025		M			4,053⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	4,053	$0	20,172	D
Employee Stock Option (Right to Buy)⁽⁵⁾	$10.11	08/12/2025		A		63,731		⁽⁶⁾	08/12/2035	Common Stock	63,731	$0	63,731	D
Restricted Stock Units⁽²⁾	⁽¹⁾	08/12/2025		A		5,044		⁽⁷⁾	⁽⁷⁾	Common Stock	5,044	$0	25,216	D
Employee Stock Option (Right to Buy)⁽⁵⁾	$10.11	08/12/2025		A		63,731		⁽⁸⁾	08/12/2035	Common Stock	63,731	$0	63,731	D
Restricted Stock Units⁽²⁾	⁽¹⁾	08/12/2025		A		25,222		⁽⁹⁾	⁽⁹⁾	Common Stock	25,222	$0	50,438	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

2. With tandem dividend equivalent rights and tax withholding rights.

3. Includes 549 dividend equivalent units that had accrued on the restricted stock units.

4. The restricted stock units were granted on August 12, 2022 and fully vested (including the related dividend equivalent units) on August 12, 2025.

5. With tandem net exercise and tax withholding rights.

6. The option vests in three equal installments on August 12, 2026, 2027 and 2028, subject to Ms. Thuerk's continued employment with the Company on the applicable vesting date.

7. The restricted stock units will vest in three equal installments on August 12, 2026, 2027 and 2028, subject to Ms. Thuerk's continued employment with the Company on the applicable vesting date.

8. The option vests in two equal installments on August 12, 2026 and 2027, subject to Ms. Thuerk's continued employment with the Company on the applicable vesting date.

9. The restricted stock units will vest in two equal installments on August 12, 2026 and 2027, subject to Ms. Thuerk's continued employment with the Company on the applicable vesting date.

	/s/ Mark L. Johnson, Attorney-in-Fact	08/14/2025
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What transactions did Suzanne M. Thuerk (WEN) report on Form 4?

The filing reports acquisitions of 4,053 RSUs, grants of multiple RSU tranches and two 63,731-share options at a $10.11 exercise price, and a sale of 1,210 shares at $10.11 on 08/12/2025.

How many stock options were granted to the reporting person and what is the strike price?

Two employee stock option grants are reported, each covering 63,731 shares with a conversion/exercise price of $10.11 and an expiration date of 08/12/2035.

Did any restricted stock units vest immediately?

Yes. Certain restricted stock units granted on 08/12/2022 fully vested on 08/12/2025, including related dividend equivalent units.

What vesting schedules are disclosed for unvested awards?

The filing shows remaining RSU and option awards vesting in installments over 2026–2028 (some in three equal installments, others in two), contingent on continued employment.

Does the Form 4 indicate any change in role or departure for Ms. Thuerk?

No. The filing lists her relationship as Chief Accounting Officer and does not disclose any change in role or departure.