Wendy's Co (WEN) details RSU vesting and tax-share withholding by CAO

Rhea-AI Filing Summary

Wendy's Co Chief Accounting Officer Suzanne M. Thuerk had 387 restricted stock units vest into common stock on August 11, 2025, with 116 shares withheld at $10.30 per share to cover taxes. She now directly holds 8,679 Wendy's common shares, from an August 11, 2023 RSU grant that vests over three annual installments and carries dividend equivalent and tax withholding rights.

Insights

Securities Analyst

TL;DR: Routine executive compensation activity: one RSU tranche vested, a small number of shares were disposed to cover obligations.

The Form 4 shows non-derivative and derivative movements tied to time-based restricted stock units rather than discretionary trading. The issuance of 387 shares on vesting, including 39 dividend equivalents, increased direct common stock holdings to 8,795 shares while 116 shares were disposed at $10.30, likely for tax withholding. These are standard, non-material insider events that do not indicate a change in company outlook or executive intent beyond compensation plan mechanics.

Corporate Governance Expert

TL;DR: Compensation governance functioning as expected: RSU schedule and withholding mechanics disclosed clearly.

The disclosure identifies the grant date, vesting schedule and the mechanics (tandem dividend equivalents and tax withholding rights). That transparency aligns with good governance practices for executive compensation reporting. There is no indication of unusual acceleration, derivative exercises, or related-party arrangements in the filing; the transactions appear to follow the standard award terms disclosed by the company.

Insider Trade Summary

Net Buyer: 271 shares

Net Buy 3 txns

Insider Thuerk Suzanne M.

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	387	$0.00	$0.00
Exercise	Common Stock	387	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	116	$10.30	$1K

Holdings After Transaction: Restricted Stock Units — 24,225 shares (Direct); Common Stock — 8,679 shares (Direct)

Footnotes (4)

1. F1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
2. F2. With tandem dividend equivalent rights and tax withholding rights.
3. F3. Includes 39 dividend equivalent units that had accrued on the restricted stock units.
4. F4. The restricted stock units were granted on August 11, 2023 and vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Ms. Thuerk's continued employment with the Company on the applicable vesting date. The first and second installments (including the related dividend equivalent units) vested on August 11, 2024 and 2025, respectively.

Key Figures

RSUs vested: 387.0000 units Tax-withheld shares: 116.0000 shares Tax-withholding price: 10.3000 per share +2 more

5 metrics

RSUs vested 387.0000 units Restricted Stock Units vesting into common stock on August 11, 2025

Tax-withheld shares 116.0000 shares Common shares delivered to cover tax liability on August 11, 2025

Tax-withholding price 10.3000 per share Price per share used for tax-withholding disposition (transaction code F)

Post-transaction common shares 8,679 shares Directly held Wendy's common stock after reported transactions

RSUs remaining 24,225.0000 units Restricted stock units shown as outstanding following the derivative transaction

Key Terms

Restricted Stock Units, dividend equivalent units, tax withholding rights, tandem dividend equivalent rights

4 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend equivalent units financial

"Includes 39 dividend equivalent units that had accrued on the restricted stock units."

Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.

tax withholding rights financial

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

tandem dividend equivalent rights financial

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

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 08/13/2025 - 05:13 PM Learn about SEC filing dates

FAQ

What insider activity did Wendy's Co (WEN) report for Suzanne M. Thuerk on August 11, 2025?

Suzanne M. Thuerk reported 387 restricted stock units vesting into common stock on August 11, 2025, with 116 shares withheld to satisfy tax liabilities. This reflects a scheduled vesting from a 2023 RSU grant rather than an open-market trade.

How many RSUs did Wendy's Co (WEN) Chief Accounting Officer convert, and what were the tax-withheld shares?

She converted 387 restricted stock units into an equal number of common shares, at a conversion price of $0.00. Of these, 116 shares were delivered back at $10.30 per share to cover tax obligations associated with the vesting event.

After this Form 4, how many Wendy's Co (WEN) common shares does Suzanne M. Thuerk hold directly?

Following the August 11, 2025 transactions, Suzanne M. Thuerk holds 8,679 shares of Wendy's common stock directly. This post-transaction balance reflects the vested shares net of tax withholding dispositions reported in the filing.

Were any Wendy's Co (WEN) shares withheld for taxes in Suzanne M. Thuerk’s August 11, 2025 transaction?

Yes. 116 common shares were disposed of at $10.30 per share to pay tax liabilities. These tax-withholding dispositions are reported under transaction code F and relate to the vesting of her restricted stock units.

What are the vesting terms of Suzanne M. Thuerk’s August 11, 2023 RSU grant at Wendy's Co (WEN)?

The RSUs granted on August 11, 2023 vest in three equal annual installments, subject to continued employment. The first and second installments, including dividend equivalent units, vested on August 11, 2024 and August 11, 2025, respectively.

Do Suzanne M. Thuerk’s Wendy's Co (WEN) RSUs include dividend equivalent and tax withholding rights?

Yes. The RSUs carry tandem dividend equivalent rights and tax withholding rights. Footnotes note 39 accrued dividend equivalent units and the use of shares delivered to satisfy tax obligations upon vesting.

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)
08/11/2025

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
Common Stock	08/11/2025		M		387	A	$0(1)	8,795	D
Common Stock	08/11/2025		F		116	D	$10.3	8,679	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(2)	(1)	08/11/2025		M			387(3)	(4)	(4)	Common Stock	387	$0	24,225	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 39 dividend equivalent units that had accrued on the restricted stock units.

4. The restricted stock units were granted on August 11, 2023 and vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Ms. Thuerk's continued employment with the Company on the applicable vesting date. The first and second installments (including the related dividend equivalent units) vested on August 11, 2024 and 2025, respectively.

	/s/ Mark L. Johnson, Attorney-in-Fact	08/13/2025
	** 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.