Wendy's (WEN) CAO gets 1,673-share award, 576 shares used for taxes

Rhea-AI Filing Summary

Wendy's Co Chief Accounting Officer Suzanne M. Thuerk received 1,673 shares of common stock at no cost, reflecting settlement of performance units granted to her in February 2023 under the company’s long-term incentive plan. On the same date, 576 shares were disposed of at $7.77 per share to satisfy tax obligations through share delivery. After these transactions, she directly owned 12,619 common shares.

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).

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)
02/23/2026

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	02/23/2026		A		1,673(1)	A	$0	13,195	D
Common Stock	02/23/2026		F		576	D	$7.77	12,619	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

Explanation of Responses:

1. Reflects settlement of performance units granted to Ms. Thuerk in February 2023 as part of the Company's long-term incentive plan.

	/s/ Mark L. Johnson, Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Wendy's (WEN) report for Suzanne M. Thuerk?

Wendy’s reported that Chief Accounting Officer Suzanne M. Thuerk received 1,673 common shares at no cost and disposed of 576 shares at $7.77 per share, primarily related to equity compensation and associated tax obligations.

How many Wendy's (WEN) shares did Suzanne M. Thuerk receive in the latest Form 4?

Suzanne M. Thuerk received 1,673 shares of Wendy’s common stock. According to the filing, this reflects settlement of performance units granted to her in February 2023 as part of the company’s long-term incentive plan for executives.

Why were 576 Wendy's (WEN) shares disposed of in Suzanne Thuerk’s Form 4?

The Form 4 shows 576 shares of Wendy’s common stock were disposed of at $7.77 per share. The transaction is coded as a tax-withholding disposition, meaning shares were delivered to cover tax liabilities tied to the equity award.

What is Suzanne M. Thuerk’s Wendy's (WEN) share ownership after these transactions?

After the reported transactions, Suzanne M. Thuerk directly owns 12,619 shares of Wendy’s common stock. This figure reflects both the 1,673-share award she received and the 576 shares disposed of to satisfy tax obligations on the equity grant.

What type of equity award did Wendy's (WEN) settle for Suzanne M. Thuerk?

The filing states that the 1,673-share grant reflects settlement of performance units awarded in February 2023. These units were granted under Wendy’s long-term incentive plan, which is used to deliver stock-based compensation to executives.

How is the tax-withholding transaction in Wendy's (WEN) Form 4 described?

The tax transaction is coded F, meaning payment of tax liability by delivering securities. In this case, 576 shares of Wendy’s common stock were disposed of at $7.77 per share to satisfy taxes related to the equity award.