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  4. [Form 4] The Wendy's Company Insider Trading Activity

Wendy's Strengthens Executive Retention with Long-Term Stock Incentives

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Wendy's Chief Accounting Officer Suzanne M. Thuerk received multiple grants of Restricted Stock Units (RSUs) with dividend equivalent rights on June 16, 2025. The transactions include:

  • 51 RSUs vesting on August 12, 2025
  • 9 RSUs vesting in two equal installments (August 11, 2025/2026)
  • 24 RSUs vesting in three equal installments (August 5, 2025/2026/2027)
  • 228 RSUs vesting on December 18, 2027

All RSU grants represent dividend equivalent units and include tandem dividend equivalent rights and tax withholding rights. Each RSU converts to one share of common stock, subject to continued employment. Following these transactions, Thuerk beneficially owns 25,242 RSUs directly. The Form 4 was filed by Mark L. Johnson as attorney-in-fact on June 18, 2025.

Positive

  • None.

Negative

  • None.
Insider Thuerk Suzanne M.
Role Chief Accounting Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units 51 $0.00 --
Grant/Award Restricted Stock Units 9 $0.00 --
Grant/Award Restricted Stock Units 24 $0.00 --
Grant/Award Restricted Stock Units 228 $0.00 --
Holdings After Transaction: Restricted Stock Units — 24,981 shares (Direct)
Footnotes (1)
  1. With tandem dividend equivalent rights and tax withholding rights. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. Represents dividend equivalent units issued on June 16, 2025. The restricted stock units will vest in full on August 12, 2025, subject to Ms. Thuerk's continued employment with the Company on the vesting date. The restricted stock units will vest in two remaining equal installments on August 11, 2025 and 2026, 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 5, 2025, 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 full on December 18, 2027, subject to Ms. Thuerk's continued employment with the Company on the vesting date.
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Form 4 Insider Transactions: What Each Field Means →
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 OH 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)
06/16/2025
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(1) (2) 06/16/2025 A 51(3) (4) (4) Common Stock 51 $0 24,981 D
Restricted Stock Units(1) (2) 06/16/2025 A 9(3) (5) (5) Common Stock 9 $0 24,990 D
Restricted Stock Units(1) (2) 06/16/2025 A 24(3) (6) (6) Common Stock 24 $0 25,014 D
Restricted Stock Units(1) (2) 06/16/2025 A 228(3) (7) (7) Common Stock 228 $0 25,242 D
Explanation of Responses:
1. With tandem dividend equivalent rights and tax withholding rights.
2. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
3. Represents dividend equivalent units issued on June 16, 2025.
4. The restricted stock units will vest in full on August 12, 2025, subject to Ms. Thuerk's continued employment with the Company on the vesting date.
5. The restricted stock units will vest in two remaining equal installments on August 11, 2025 and 2026, subject to Ms. Thuerk's continued employment with the Company on the applicable vesting date.
6. The restricted stock units will vest in three equal installments on August 5, 2025, 2026 and 2027, subject to Ms. Thuerk's continued employment with the Company on the applicable vesting date.
7. The restricted stock units will vest in full on December 18, 2027, subject to Ms. Thuerk's continued employment with the Company on the vesting date.
/s/ Mark L. Johnson, Attorney-in-Fact 06/18/2025
** 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

How many restricted stock units (RSUs) did Wendy's (WEN) CAO Suzanne Thuerk receive on June 16, 2025?

On June 16, 2025, Suzanne Thuerk received a total of 312 restricted stock units (RSUs) as dividend equivalent units, broken down as follows: 51 units vesting on August 12, 2025; 9 units vesting in two installments (2025-2026); 24 units vesting in three installments (2025-2027); and 228 units vesting on December 18, 2027.

When will WEN's CAO Suzanne Thuerk's largest RSU grant vest?

The largest RSU grant of 228 units will vest in full on December 18, 2027, subject to Ms. Thuerk's continued employment with Wendy's Company through the vesting date.

What is the total number of restricted stock units WEN's CAO Suzanne Thuerk owns after the June 16, 2025 transaction?

Following the reported transactions on June 16, 2025, Suzanne Thuerk beneficially owns a total of 25,242 restricted stock units directly (Form D), as shown in the final row of Table II in the Form 4 filing.

What type of dividend rights are attached to WEN's restricted stock units granted to Suzanne Thuerk?

According to the filing's explanatory notes, the restricted stock units come with tandem dividend equivalent rights and tax withholding rights. Each RSU represents a contingent right to receive one share of Wendy's Company common stock.

What position does Suzanne Thuerk hold at WEN according to the Form 4?

According to the Form 4 filing, Suzanne Thuerk serves as the Chief Accounting Officer of The Wendy's Company (WEN).