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Wendy's Co (WEN) awards 1,645 restricted stock units to executive Liliana Esposito

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

Rhea-AI Filing Summary

Esposito Liliana reported acquisition or exercise transactions in this Form 4 filing.

Wendy's Co reported that Chief Corporate Affairs & Sustainability Officer Liliana Esposito received several equity awards in the form of restricted stock units on June 15, 2026. These awards total 1,645 restricted stock units, each representing a contingent right to receive one share of Wendy’s common stock.

The awards include grants with tandem dividend equivalent and tax withholding rights, plus dividend equivalent units issued on June 15, 2026. The restricted stock units vest in scheduled installments between August 11, 2026 and August 12, 2028, contingent on her continued employment. Following these grants, Ms. Esposito directly holds 81,203 restricted stock units, corresponding to the same number of underlying common shares.

Positive

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Negative

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Insider Esposito Liliana
Role Chf Corp Affrs & Sustnblty Ofc
Type Security Shares Price Value
Grant/Award Restricted Stock Units 35 $0.00 --
Grant/Award Restricted Stock Units 92 $0.00 --
Grant/Award Restricted Stock Units 253 $0.00 --
Grant/Award Restricted Stock Units 1,265 $0.00 --
Holdings After Transaction: Restricted Stock Units — 81,203 shares (Direct, null)
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 June 15, 2026. The restricted stock units will vest in one remaining installment on August 11, 2026, subject to Ms. Esposito'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. Esposito's continued employment with the Company on the applicable vesting date. The restricted stock units will vest in three equal installments on August 12, 2026, 2027 and 2028, subject to Ms. Esposito'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. Esposito's continued employment with the Company on the applicable vesting date.
Largest RSU grant 1,265 units Restricted stock units granted June 15, 2026
Additional RSU grant 253 units Restricted stock units granted June 15, 2026
Smaller RSU grants 92 units and 35 units Restricted stock units granted June 15, 2026
Total new RSUs 1,645 units Sum of June 15, 2026 RSU awards
Post-grant RSU holdings 81,203 units Restricted stock units held after June 15, 2026 transactions
Transaction price per unit $0.0000 RSU grant and conversion price
Transaction count 4 derivative transactions All coded as grant, award, or other acquisition
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
dividend equivalent rights financial
"With tandem dividend equivalent rights and tax withholding rights"
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
dividend equivalent units financial
"Represents dividend equivalent units issued on June 15, 2026"
Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.
tax withholding rights financial
"With tandem dividend equivalent rights and tax withholding rights"
vesting financial
"The restricted stock units will vest in one remaining installment on August 11, 2026"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Esposito Liliana
(Last)(First)(Middle)
C/O THE WENDY'S COMPANY
ONE DAVE THOMAS BOULEVARD
(Street)
DUBLIN OHIO 43017
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Wendy's Co [ WEN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chf Corp Affrs & Sustnblty Ofc
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)(2)06/15/2026A35(3) (4) (4)Common Stock35$081,203D
Restricted Stock Units(1)(2)06/15/2026A92(3) (5) (5)Common Stock92$081,295D
Restricted Stock Units(1)(2)06/15/2026A253(3) (6) (6)Common Stock253$081,548D
Restricted Stock Units(1)(2)06/15/2026A1,265(3) (7) (7)Common Stock1,265$082,813D
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 June 15, 2026.
4. The restricted stock units will vest in one remaining installment on August 11, 2026, subject to Ms. Esposito'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. Esposito's continued employment with the Company on the applicable vesting date.
6. The restricted stock units will vest in three equal installments on August 12, 2026, 2027 and 2028, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date.
7. The restricted stock units will vest in two equal installments on August 12, 2026 and 2027, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date.
/s/ Mark L. Johnson, Attorney-in-Fact06/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Wendy's Co (WEN) report for Liliana Esposito?

Wendy's Co reported that executive Liliana Esposito received multiple grants of restricted stock units on June 15, 2026. These are compensation-related awards, not open-market purchases or sales, and each unit represents a contingent right to one share of Wendy’s common stock.

How many restricted stock units did Liliana Esposito receive at Wendy's Co (WEN)?

Liliana Esposito received several restricted stock unit awards totaling 1,645 units on June 15, 2026. Each unit corresponds to one share of Wendy’s common stock, increasing her equity-based compensation position tied to the company’s future performance and continued employment.

When will Liliana Esposito’s restricted stock units at Wendy's Co (WEN) vest?

The restricted stock units will vest in installments between August 11, 2026 and August 12, 2028. Different tranches vest in one, two, or three remaining installments, and each is conditioned on Ms. Esposito’s continued employment with Wendy’s on the applicable vesting dates.

What are dividend equivalent units mentioned in Wendy's Co (WEN) Form 4?

Dividend equivalent units are additional restricted stock units issued to mirror dividends on underlying shares. Wendy’s notes that some units reported represent dividend equivalent units issued on June 15, 2026, with tandem dividend equivalent rights and tax withholding rights attached to the awards.

How many restricted stock units does Liliana Esposito now hold at Wendy's Co (WEN)?

After the June 15, 2026 grants, Liliana Esposito directly holds 81,203 restricted stock units. Each unit represents a right to receive one share of Wendy’s common stock, subject to the specific vesting schedules and continued employment conditions disclosed in the footnotes.

Are the Wendy's Co (WEN) insider transactions open-market trades?

No. The reported transactions are grants of restricted stock units designated as award or other acquisition transactions. They occur at a stated price of $0.0000 per unit and reflect compensation, rather than open-market buying or selling of Wendy’s common stock by the executive.