Sec Form 3 Filing - Thuerk Suzanne M. @ Wendy's Co - 2023-01-20

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Thuerk Suzanne M. 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 (Last) (First) (Middle) C/O THE WENDY'S COMPANY, ONE DAVE THOMAS BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2023 (Street) DUBLIN, OH43017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 5,695 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Option (Right to Buy)( 1 ) $ 21.4 ( 2 ) 08/12/2032 Common Stock 7,900 D Employee Stock Option (Right to Buy)( 1 ) $ 23.7 ( 3 ) 08/13/2031 Common Stock 3,474 D Employee Stock Option (Right to Buy)( 1 ) $ 22.34 ( 4 ) 08/07/2030 Common Stock 4,595 D Employee Stock Option (Right to Buy)( 1 ) $ 19.71 ( 5 ) 08/09/2029 Common Stock 7,344 D Employee Stock Option (Right to Buy)( 1 ) $ 18.515 ( 6 ) 08/20/2028 Common Stock 2,021 D Restricted Stock Units( 7 ) $ 0( 9 ) ( 8 ) ( 8 ) Common Stock 6,277 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thuerk Suzanne M. C/O THE WENDY'S COMPANY ONE DAVE THOMAS BLVD. DUBLIN, OH43017 Chief Accounting Officer Signatures /s/ Suzanne M. Thuerk 01/26/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )With tandem net exercise and tax withholding rights. ( 2 )The option becomes exercisable as to 2,633 shares on each of August 12, 2023 and 2024 and becomes exercisable as to 2,634 shares on August 12, 2025. ( 3 )The option became exercisable as to 1,158 shares on August 13, 2022 and becomes exercisable as to 1,158 shares on each of August 13, 2023 and August 13, 2024. ( 4 )The option became exercisable as to 1,531 shares on August 7, 2021 and 1,532 shares on August 7, 2022 and becomes exercisable as to 1,532 shares on August 7, 2023. ( 5 )The option vested in three equal installments on August 9, 2020, 2021 and 2022 and is currently exercisable as to all 7,344 shares. ( 6 )The option vested on August 20, 2021 and is currently exercisable as to all 2,021 shares. ( 7 )With tandem dividend equivalent rights and tax withholding rights. ( 8 )Of the restricted stock units, 1,291 (61 of which represent dividend equivalent units) will vest on August 7, 2023; 1,441 (49 of which represent dividend equivalent units) will vest on August 13, 2024; and 3,545 (41 of which represent dividend equivalent units) will vest on August 12, 2025. In each case, the stated number of restricted stock units will vest in full on the applicable vesting date, subject to Ms. Thuerk's continued employment with the Company on the applicable vesting date. ( 9 )Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

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).

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