Form 4: Wendy's CAO Thuerk Reports Stock Transactions

Wendy's Chief Accounting Officer, Suzanne M. Thuerk, reported the vesting of restricted stock units and subsequent sale of shares for tax withholding purposes.

Summary

• Suzanne M. Thuerk, Chief Accounting Officer of The Wendy's Co, reported transactions involving the company's common stock.
• On August 11, 2025, 387 shares of common stock were acquired through the vesting of restricted stock units at a price of $0.
• Concurrently, 116 shares of common stock were disposed of at a price of $10.3 per share, likely to cover tax withholding obligations.
• Following these transactions, Ms. Thuerk directly owns 8,679 shares of common stock.
• Additionally, Ms. Thuerk holds 24,225 restricted stock units.
• The restricted stock units were granted on August 11, 2023, and vest in three equal installments on the first, second, and third anniversaries of the grant date.
• The first and second installments, including 39 dividend equivalent units, vested on August 11, 2024, and August 11, 2025, respectively.

Sentiment

Score: 6

Explanation: The filing indicates a routine executive compensation event involving RSU vesting and tax-related share disposition. It is a neutral event, reflecting standard compensation practices rather than a significant positive or negative signal about the company's performance or outlook. The executive retains a substantial equity stake.

Positives

• Vesting of restricted stock units indicates continued compensation and retention of a key executive.
• The executive's continued holding of a significant number of shares (8,679) and RSUs (24,225) aligns her interests with shareholders.

Negatives

• The disposition of 116 shares, while standard for tax withholding, represents a reduction in direct share ownership.

Future Outlook

The remaining restricted stock units will vest in a third equal installment on the third anniversary of the August 11, 2023 grant date, subject to continued employment.

Industry Context

This filing is a routine insider transaction related to executive compensation, common across publicly traded companies in all industries, including the quick-service restaurant sector where Wendy's operates. It does not provide specific insights into broader industry trends.

Comparison to Industry Standards

• This transaction, involving the vesting of restricted stock units and subsequent sale for tax purposes, is a standard component of executive compensation packages across various industries, including the restaurant sector.
• Companies like McDonald's (MCD), Yum! Brands (YUM), and Restaurant Brands International (RBI) frequently utilize similar equity-based compensation structures for their executives, leading to comparable Form 4 filings for RSU vesting and tax-related sales.
• The specific share price of $10.3 for the tax-related sale is specific to Wendy's stock performance at the time of the transaction.

Stakeholder Impact

• Shareholders: The vesting and retention of shares by a key executive aligns management's interests with shareholder value. The small tax-related sale is a routine event and has minimal impact on overall share float or price.
• Employees: The compensation structure reflects standard practices for executive incentives, potentially influencing broader employee compensation strategies.
• Management: The transaction is a direct outcome of the executive's compensation package, providing equity-based incentives.

Next Steps

• The remaining installment of restricted stock units will vest on the third anniversary of the August 11, 2023 grant date, subject to continued employment.

Key Dates

Keywords

Wendy's, WEN, SEC Form 4, Insider Trading, Stock Transaction, Restricted Stock Units, Executive Compensation, Suzanne M. Thuerk, Chief Accounting Officer