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

Rhea-AI Filing Summary

Insider award disclosure: The Form 4 reports that Peter J. Suerken Jr., President, U.S. of The Wendy's Company (WEN), was granted equity awards on 08/12/2025. He acquired an employee stock option covering 281,169 shares with an exercise price of $10.11 and an expiration date of 08/12/2035. He also received 22,255 restricted stock units, each representing a contingent right to one share. Both the option and the RSUs vest in three equal installments on August 12 of 2026, 2027 and 2028, subject to continued employment. Following the transactions, Mr. Suerken beneficially owns 281,169 shares from the option and 160,631 total shares beneficially owned including previously held awards and these RSUs.

Positive

• Large retention-focused awards: 281,169 options and 22,255 RSUs granted to a senior officer with multi-year vesting
• Clear vesting schedule: Vesting in three equal installments on 08/12/2026, 2027 and 2028, aligning incentives with continued service

Negative

• None.

Insights

Financial Analyst

TL;DR: Director/officer received large multi-year equity awards that align incentives with long-term performance without immediate cash outlay.

The grants consist of a 281,169-share option22,255 RSUs. Vesting is time-based over three equal annual installments starting 08/12/2026, which retains executive alignment and promotes retention. The option 10-year term is standard. These awards increase potential future dilution but impose performance/tenure conditions before share issuance. For investors, this is a routine executive compensation action rather than an operational disclosure; it signals retention focus but does not change reported financial results today.

Corporate Governance Expert

TL;DR: Time-based option and RSU grants follow common governance practice to incentivize and retain a senior executive.

The filing shows standard governance mechanics: tandem tax withholding and dividend-equivalent rights, three-year vesting contingent on continued employment, and disclosure of beneficial ownership post-grant. No performance-based conditions are specified in the Form 4. This is a routine disclosure required by Section 16 and reflects compensation committee actions, not a material corporate event. Stakeholders may view size of the grant relative to peer norms, but the document contains no comparator or board rationale.

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

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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)
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)
			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
Employee Stock Option (Right to Buy)(1)	$10.11	08/12/2025		A		281,169		(2)	08/12/2035	Common Stock	281,169	$0	281,169	D
Restricted Stock Units(3)	(4)	08/12/2025		A		22,255		(5)	(5)	Common Stock	22,255	$0	160,631	D

Explanation of Responses:

1. With tandem net exercise and tax withholding rights.

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

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

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

5. The restricted stock units will vest in three equal installments on August 12, 2026, 2027 and 2028, subject to Mr. Suerken'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.

FAQ

What equity awards did Peter J. Suerken Jr. receive on 08/12/2025?

He was granted an employee stock option for 281,169 shares at a $10.11 exercise price and 22,255 restricted stock units.

When do the option and RSU awards vest for WEN officer Peter Suerken?

Both the option and the restricted stock units vest in three equal installments on August 12, 2026, 2027 and 2028, subject to continued employment.

What is the exercise period for the granted option reported on the Form 4?

The option has an expiration date of 08/12/2035, giving a 10-year term from the grant date.

How many shares does Mr. Suerken beneficially own after the reported transactions?

The Form 4 reports 281,169 shares from the option and a total of 160,631 common shares beneficially owned including RSUs after the transactions.

Were there any performance conditions disclosed for the RSUs or options?

No performance conditions are disclosed; the Form 4 specifies time-based vesting contingent on continued employment.