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

Rhea-AI Filing Summary

Suzanne M. Thuerk, Chief Accounting Officer of The Wendy's Company (WEN), reported equity activity tied to her restricted stock unit awards. A tranche of 387 shares was issued on vesting (including 39 dividend equivalent units), and 116 shares were disposed of at $10.30 per share, consistent with the plan's tax withholding or disposition mechanics. After these transactions the reporting person beneficially owned 8,795 shares of common stock and 24,225 restricted stock units remained outstanding.

The restricted stock units were originally granted on August 11, 2023 and vest in three equal annual installments; the first and second installments have vested, as disclosed. The filing documents these routine compensation-related movements rather than open-market trading activity.

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.

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
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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^*

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.

FAQ

What transactions did WEN insider Suzanne Thuerk report on Form 4?

The report shows 387 shares issued on RSU vesting (including 39 dividend equivalents) and 116 shares disposed at $10.30 per share.

How many Wendy's shares does Suzanne Thuerk beneficially own after the transactions?

She beneficially owned 8,795 shares of common stock following the reported transactions and held 24,225 restricted stock units outstanding.

Were the underlying restricted stock units time-based or performance-based?

The disclosure states the restricted stock units were time-based, granted on August 11, 2023 and vesting in three equal annual installments.

Why were 116 shares disposed and at what price?

The filing shows a disposition of 116 shares at $10.30 per share; the RSUs include tax withholding rights and dividend equivalents as described in the explanation.

Does this Form 4 indicate any unusual insider trading activity for WEN?

No. The filing documents routine compensation-related vesting and withholding rather than discretionary open-market trades or derivative exercises.