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

Rhea-AI Filing Summary

NCS Multistage Holdings, Inc. (NCSM) filed a Form S-8 to register 250,000 additional shares of common stock (par $0.01) for issuance under its Amended & Restated 2017 Equity Incentive Plan. After this filing, a maximum 876,626 shares may be issued under the plan, inclusive of shares previously registered on four prior S-8 statements (2017, June 2020, December 2020, August 2023). All figures reflect the company’s 1-for-20 reverse stock split effective 1 Dec 2020.

The company is a non-accelerated filer and a smaller reporting company. Standard DGCL-based indemnification provisions, director exculpation (for directors only), and D&O insurance remain in place. Exhibits include the plan document (4.4), legal opinion (5.1), auditor consent (23.1) and filing-fee tables (107).

The registration enables NCSM to issue equity compensation without new capital inflow, potentially causing modest dilution but supporting employee retention and alignment.

Positive

• Expanded equity pool enhances NCSM’s ability to attract and retain talent under its A&R 2017 Plan.
• No cash outflow required, preserving liquidity as shares are issued from treasury or newly created stock.

Negative

• Potential dilution to existing shareholders from the issuance of up to 250,000 additional shares.
• No capital inflow to the company since shares are granted for compensation, not sold for cash.

Insights

Equity Analyst

TL;DR Routine S-8 adds 250k shares for incentive plan; limited dilution, neutral cash impact, supports talent retention.

This is a standard administrative filing. At today’s share count under the plan (876,626 post-split shares), the incremental 250,000 shares represent the only new potential dilution disclosed. No proceeds will be received, so there is no immediate balance-sheet impact. While incremental dilution is mildly negative for existing holders, the ability to grant stock-based awards is important for retaining key personnel in a cyclical oil-field services market. Overall impact on valuation or near-term cash flows appears negligible.

Corporate Governance Expert

TL;DR Filing aligns with prior equity authorizations; indemnification and exculpation clauses unchanged; governance risk unchanged.

The company follows DGCL best-practice language on indemnification and maintains D&O insurance. Director exculpation does not extend to officers, matching current Delaware law amendments. The use of Rule 429 and General Instruction E keeps disclosure streamlined and transparent. From a governance standpoint, shareholders should mainly note potential dilution; otherwise, no material changes were introduced.

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^*

Suerken Peter J. JR

(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)
	President, U.S.

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2025

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)	07/22/2025		A		138,376		(3)	(3)	Common Stock	138,376	$0	138,376	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. The restricted stock units will vest in full on July 22, 2027, subject to Mr. Suerken's continued employment with the Company on the vesting date.

	/s/ Mark L. Johnson, Attorney-in-Fact	08/01/2025
	** 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.

FAQ

What did NCSM file on August 1, 2025?

A Form S-8 registering 250,000 additional shares for its Amended & Restated 2017 Equity Incentive Plan.

How many total shares can now be issued under NCSM’s 2017 plan?

Up to 876,626 shares, including shares registered in 2017, 2020, 2023 and the current filing.

Will NCSM receive cash from these shares?

No. Shares are issued as employee compensation, so the company does not receive offering proceeds.

Is there immediate dilution for current shareholders?

Dilution occurs only when the registered shares are issued; the filing itself does not increase outstanding shares.

Why reference prior S-8 filings?

Under Rule 429 and Instruction E, the new registration incorporates prior statements to streamline disclosure of identical securities.