Do these Wendy's Co Form 4 transactions involve open-market buying or selling of WEN shares?

No, the Form 4 shows grant or award acquisitions of restricted stock units, not market trades. The RSUs are part of compensation, with future stock delivery dependent on vesting schedules and continued employment rather than immediate cash purchases or sales.

Wendy's Co (NASDAQ: WEN) grants RSU awards to U.S. President

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Suerken Peter J. JR reported acquisition or exercise transactions in this Form 4 filing.

Wendy's Co President, U.S. Peter J. Suerken Jr. received two grants of restricted stock units (RSUs) tied to the company’s common stock. One award covers 475 RSUs, described as dividend equivalent units issued on June 15, 2026, which will vest in full on July 22, 2027, subject to his continued employment.

A separate grant covers 2,951 RSUs that will vest in three equal installments on August 12, 2026, 2027 and 2028, also conditioned on his continued employment on each vesting date. Each RSU represents a contingent right to receive one share of Wendy’s common stock and carries tandem dividend equivalent and tax withholding rights, making these transactions standard equity compensation rather than open-market purchases or sales.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Suerken Peter J. JR

Role President, U.S.

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	2,951	$0.00	--
Grant/Award	Restricted Stock Units	475	$0.00	--

Holdings After Transaction: Restricted Stock Units — 172,002 shares (Direct, null)

Footnotes (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 15, 2026. 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. 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.

Key Figures

RSU grant: 475 units RSU grant: 2,951 units Vesting date (single tranche): July 22, 2027 +1 more

4 metrics

RSU grant 475 units Dividend equivalent units issued on June 15, 2026

RSU grant 2,951 units Restricted stock units granted to President, U.S.

Vesting date (single tranche) July 22, 2027 Full vesting date for 475 RSUs, employment required

Vesting schedule (installments) Three installments 2,951 RSUs vest on August 12, 2026, 2027, 2028

Key Terms

Restricted Stock Units, dividend equivalent units, dividend equivalent rights, tax withholding rights, +1 more

5 terms

Restricted Stock Units financial

"Peter J. Suerken Jr. received two grants of restricted stock units tied to 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

"One award covers 475 RSUs, described as dividend equivalent units issued on June 15, 2026."

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.

dividend equivalent rights financial

"Each RSU carries tandem dividend equivalent rights and tax withholding rights."

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

tax withholding rights financial

"Each RSU carries tandem dividend equivalent rights and tax withholding rights."

contingent right financial

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

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Form 4 Insider Transactions: What Each Field Means →

06/17/2026 - 05:32 PM

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

OHIO

43017

(City)

(State)

(Zip)

UNITED STATES

(Country)

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.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽¹⁾	⁽²⁾	06/15/2026		A		2,951⁽³⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	2,951	$0	172,002	D
Restricted Stock Units⁽¹⁾	⁽²⁾	06/15/2026		A		475⁽³⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	475	$0	172,477	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 15, 2026.

4. 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.

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	06/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Wendy's Co (WEN) report for Peter J. Suerken Jr.?

Wendy’s reported that President, U.S. Peter J. Suerken Jr. received two grants of restricted stock units. These RSUs are equity-based compensation awards, not open-market share purchases or sales, and are tied to future delivery of Wendy’s common stock.

How many restricted stock units did the Wendy's executive receive in this Form 4?

Peter J. Suerken Jr. received one award of 475 restricted stock units and a separate award of 2,951 restricted stock units. Each unit represents a contingent right to receive one share of Wendy’s common stock in the future, subject to vesting conditions.

When do the new Wendy's RSU awards for Peter J. Suerken Jr. vest?

The 475 restricted stock units will vest in full on July 22, 2027, if he remains employed. The 2,951 restricted stock units vest in three equal installments on August 12, 2026, 2027 and 2028, each installment requiring continued employment on the relevant date.

What are the dividend equivalent units mentioned in the Wendy's Form 4?

The 475-unit award represents dividend equivalent units issued on June 15, 2026. These units mirror cash dividends paid on Wendy’s stock by crediting additional units, and will convert into common shares upon vesting, assuming employment conditions are satisfied.

What rights are attached to the Wendy's restricted stock units granted to Peter J. Suerken Jr.?

The restricted stock units carry tandem dividend equivalent rights and tax withholding rights. Dividend equivalents track dividends paid on Wendy’s common stock, while tax withholding rights allow the company to satisfy tax obligations when the units vest and convert to shares.