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[Form 4] Wendy's Co Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

The Wendy's Company reported an insider equity award for its Chief Accounting Officer, Ms. Thuerk. On December 15, 2025, she received several grants of restricted stock units (RSUs) that represent dividend equivalent units, each linked to one share of Wendy's common stock and carrying tandem dividend equivalent and tax withholding rights.

The RSUs have no exercise price and convert into common shares if vesting conditions are met. The awards vest over multiple future dates, including a remaining installment on August 11, 2026, two equal installments on August 5, 2026 and 2027, one installment on December 18, 2027, three equal installments on August 12, 2026, 2027 and 2028, and two equal installments on August 12, 2026 and 2027, in each case subject to her continued employment with the company.

Positive

  • None.

Negative

  • None.
Insider Thuerk Suzanne M.
Role Chief Accounting Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units 7 $0.00 --
Grant/Award Restricted Stock Units 22 $0.00 --
Grant/Award Restricted Stock Units 319 $0.00 --
Grant/Award Restricted Stock Units 88 $0.00 --
Grant/Award Restricted Stock Units 435 $0.00 --
Holdings After Transaction: Restricted Stock Units — 51,183 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 December 15, 2025. 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. 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. 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. 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. 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.
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).
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)
12/15/2025
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) 12/15/2025 A 7(3) (4) (4) Common Stock 7 $0 51,183 D
Restricted Stock Units(1) (2) 12/15/2025 A 22(3) (5) (5) Common Stock 22 $0 51,205 D
Restricted Stock Units(1) (2) 12/15/2025 A 319(3) (6) (6) Common Stock 319 $0 51,524 D
Restricted Stock Units(1) (2) 12/15/2025 A 88(3) (7) (7) Common Stock 88 $0 51,612 D
Restricted Stock Units(1) (2) 12/15/2025 A 435(3) (8) (8) Common Stock 435 $0 52,047 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 December 15, 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 12/17/2025
** 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.

Source: View Original Filing on SEC EDGAR