WEN Form 4: Peter Suerken receives time‑based RSUs totaling 2,351 shares

Rhea-AI Filing Summary

Wendy's Co (WEN) insider transaction: Peter J. Suerken, President, U.S., received restricted stock units and dividend-equivalent units on 09/16/2025 that convert to common stock. Two awards were reported: 2,026 RSUs (dividend equivalents) and 325 RSUs (dividend equivalents), each issued at $0 purchase price. After the grants, Mr. Suerken beneficially owns 162,982 shares of common stock. The 2,026-unit award vests in full on July 22, 2027 if he remains employed; the 325-unit award vests in three equal installments on August 12, 2026, 2027, and 2028 if he remains employed.

Positive

• Clear disclosure of grant sizes (2,026 and 325 RSUs) and explicit vesting schedules
• No dispositions reported—awards are retention-focused and increase insider alignment with shareholders

Negative

• No performance-based vesting disclosed; awards appear solely time-based
• Size is modest relative to total beneficial ownership, so limited immediate dilutive or strategic impact

Insights

Corporate Compensation Analyst

TL;DR: Routine executive equity grant tied to continued service; modest in size relative to total insider ownership.

The grants reported are restricted stock units with dividend-equivalent and tax withholding features, issued on 09/16/2025 and priced at $0, indicating standard compensation awards rather than open-market purchases. Vesting schedules are time-based: one award vests fully in 2027 and the other vests in three annual installments from 2026 to 2028. Post-grant beneficial ownership is 162,982 shares, suggesting these awards are incremental retention incentives rather than transformative equity shifts.

Securities Compliance Officer

TL;DR: Filing appears complete and routine under Section 16, documenting issuance and vesting terms; no dispositions reported.

The Form 4 properly discloses two RSU issuances and includes required explanations about dividend equivalents and vesting conditions. Transaction codes indicate acquisition (A) and there are no sales or exercises reported. Signature executed via attorney-in-fact on 09/18/2025. From a compliance perspective, the disclosure meets Section 16 reporting obligations for insider awards.

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	2,026	$0.00	--
Grant/Award	Restricted Stock Units	325	$0.00	--

Holdings After Transaction: Restricted Stock Units — 162,657 shares (Direct)

Footnotes (1)

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 September 16, 2025. 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.

Form 4 Insider Transactions: What Each Field Means →

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).

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)
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		2,026(3)		(4)	(4)	Common Stock	2,026	$0	162,657	D
Restricted Stock Units(1)	(2)	09/16/2025		A		325(3)		(5)	(5)	Common Stock	325	$0	162,982	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 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	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 Wendy's (WEN) insider Peter Suerken receive on 09/16/2025?

He was issued 2,026 restricted stock units (RSUs) and 325 RSUs with dividend-equivalent rights, each issued at $0.

When do the RSUs granted to Peter Suerken vest?

The 2,026 RSUs vest in full on July 22, 2027; the 325 RSUs vest in three equal installments on August 12, 2026, 2027, and 2028, subject to continued employment.

How many Wendy's shares does Peter Suerken beneficially own after these grants?

The Form 4 reports he beneficially owns 162,982 shares following the reported transactions.

Were any shares sold or disposed of by Peter Suerken in this filing?

No. The Form 4 reports only acquisitions (transaction code A) of RSUs; there are no dispositions reported.

Does the filing show any special rights attached to the RSUs?

Yes. The RSUs include tandem dividend equivalent rights and tax withholding rights as explained in the filing.