[Form 4] Wendy's Co Insider Trading Activity

Rhea-AI Filing Summary

Suzanne M. Thuerk, Chief Accounting Officer of Wendy's Co (WEN), received dividend-equivalent restricted stock units on 09/16/2025. The Form 4 reports five grant items totaling 738 restricted stock units that convert to common stock and were issued as dividend equivalents. The filing shows incremental beneficial ownership rising to 51,176 shares following the transactions. Each grant carries specific vesting terms based on continued employment: one vests in a single installment in August 2026, others vest over one to three future installments through December 18, 2027. The units have tax-withholding and dividend-equivalent features and carry no exercise price.

Positive

• Issued 738 dividend-equivalent restricted stock units, increasing insider alignment with shareholders
• Clear vesting schedules through December 18, 2027, indicating retention incentives

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine issuance of dividend-equivalent restricted stock units to an officer, modestly increasing insider ownership and aligning interests with shareholders.

The Form 4 documents non-cash compensation in the form of 738 restricted stock units issued as dividend equivalents on 09/16/2025, increasing Ms. Thuerk's beneficial ownership to 51,176 shares. These RSUs carry typical tax-withholding and dividend-equivalent rights and vest over scheduled future dates contingent on continued employment. This is a standard equity compensation event and does not represent a sale or purchase in the open market, so its immediate liquidity or cash-flow impact on the company is negligible. For investors, the record signals continued executive alignment rather than a change in corporate strategy.

Corporate Governance Expert

TL;DR: Governance-wise, this is a routine administrative grant of dividend-equivalent RSUs with staggered vesting tied to service conditions.

The disclosure shows the grant of dividend-equivalent restricted stock units with varying vesting schedules through December 18, 2027. Such awards are common for senior officers and reflect compensation practices that link pay to future service and shareholder value. The filing is complete in describing vesting dates and the conversion ratio of one RSU to one share. There are no indications of accelerated vesting, repricing, or other special transfer restrictions disclosed. Impact on governance is neutral; the award reinforces retention incentives consistent with standard executive compensation frameworks.

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).

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)
09/16/2025

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)	09/16/2025		A		6(3)		(4)	(4)	Common Stock	6	$0	50,444	D
Restricted Stock Units(1)	(2)	09/16/2025		A		18(3)		(5)	(5)	Common Stock	18	$0	50,462	D
Restricted Stock Units(1)	(2)	09/16/2025		A		272(3)		(6)	(6)	Common Stock	272	$0	50,734	D
Restricted Stock Units(1)	(2)	09/16/2025		A		73(3)		(7)	(7)	Common Stock	73	$0	50,807	D
Restricted Stock Units(1)	(2)	09/16/2025		A		369(3)		(8)	(8)	Common Stock	369	$0	51,176	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 September 16, 2025.

4. The restricted stock units will vest in one remaining installment on August 11, 2026, subject to Ms. Thuerk's continued employment with the Company on the vesting date.

5. The restricted stock units will vest in two remaining equal installments on August 5, 2026 and 2027, subject to Ms. Thuerk's continued employment with the Company on the applicable vesting date.

6. The restricted stock units will vest in full on December 18, 2027, subject to Ms. Thuerk's continued employment with the Company on the vesting date.

7. The restricted stock units will vest in three equal installments on August 12, 2026, 2027 and 2028, subject to Ms. Thuerk's continued employment with the Company on the applicable vesting date.

8. The restricted stock units will vest in two equal installments on August 12, 2026 and 2027, subject to Ms. Thuerk's continued employment with the Company on the applicable vesting date.

	/s/ Mark L. Johnson, Attorney-in-Fact	09/18/2025
	** 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 Suzanne M. Thuerk report on the Form 4 for WEN?

The Form 4 reports the issuance of 738 restricted stock units as dividend equivalents on 09/16/2025, increasing her beneficial ownership to 51,176 shares.

Are the restricted stock units exercisable immediately after the 09/16/2025 grant?

No. The units are subject to specified vesting schedules and will vest in future installments between August 2026 and December 18, 2027, contingent on continued employment.

Do the reported units have an exercise price?

No. The filing shows the restricted stock units were issued at a $0 price and convert one-for-one into common stock upon vesting.

Do these transactions reflect market purchases or sales?

No. These are non-cash equity awards issued as dividend equivalents, not open-market purchases or dispositions.

Who signed the Form 4 and when was it filed?

The form is signed by Mark L. Johnson, Attorney-in-Fact on 09/18/2025 on behalf of the reporting person.