STOCK TITAN

Wendy's Co (WEN) awards 109,732 stock options and 15,894 RSUs to Liliana Esposito

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Wendy's Co executive Liliana Esposito, Chief Corporate Affairs & Sustainability Officer, reported multiple equity transactions dated August 11, 2026. A prior grant of restricted stock units totaling 1,748 units (including 296 dividend equivalent units) vested and was converted into an equal number of common shares, with 499 shares delivered or withheld for payment of exercise price or tax liability. On the same date, she received a new grant of employee stock options covering 109,732 shares at an exercise price of $7.55 per share, vesting in three equal installments in 2027, 2028 and 2029, and expiring on August 11, 2036. She was also granted 15,894 restricted stock units, scheduled to vest in three equal installments on August 11, 2027, 2028 and 2029, each unit representing one share of common stock with tandem dividend equivalent and tax withholding rights.

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Insider Esposito Liliana
Role Chf Corp Affrs & Sustnblty Ofc
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F1, F3, F4 1,748 $0.00 $0.00
Grant/Award Employee Stock Option (Right to Buy) F5, F6 109,732 $0.00 $0.00
Grant/Award Restricted Stock Units F2, F1, F7 15,894 $0.00 $0.00
Exercise Common Stock F1 1,748 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 499 $7.55 $4K
Holdings After Transaction: Employee Stock Option (Right to Buy) — 109,732 shares (Direct); Restricted Stock Units — 94,665 shares (Direct); Common Stock — 95,938 shares (Direct)
Footnotes (7)
  1. F1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
  2. F2. With tandem dividend equivalent rights and tax withholding rights.
  3. F3. Includes 296 dividend equivalent units that had accrued on the restricted stock units.
  4. F4. The restricted stock units were granted on August 11, 2023 and vested in three equal installments on the first, second and third anniversaries of the grant date. The first, second and third installments (including the related dividend equivalent units) vested on August 11, 2024, 2025 and 2026, respectively.
  5. F5. With tandem net exercise and tax withholding rights.
  6. F6. The option vests in three equal installments on August 11, 2027, 2028 and 2029, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date.
  7. F7. The restricted stock units will vest in three equal installments on August 11, 2027, 2028 and 2029, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date.
RSUs vested 1,748 units Restricted stock units (including 296 dividend equivalent units) converted to common stock on August 11, 2026
Shares withheld 499 shares Common shares delivered or withheld for payment of exercise price or tax liability
New stock options granted 109,732 shares at $7.55 Employee stock option grant on August 11, 2026, vesting 2027-2029, expiring August 11, 2036
New RSUs granted 15,894 units Restricted stock units granted August 11, 2026, vesting in three equal installments 2027-2029
Dividend equivalent units 296 units Dividend equivalent units accrued on restricted stock units included in the 1,748-unit vesting
Option expiration August 11, 2036 Expiration date of the 109,732-share employee stock option grant
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 units financial
"Includes 296 dividend equivalent units that had accrued on the restricted"
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.
net exercise financial
"With tandem net exercise and tax withholding rights."
A net exercise is a way to convert stock options into shares without paying cash up front: instead of handing over money to buy the optioned shares, the holder receives only the number of shares equal to the option’s value after the company withholds a portion of shares to cover the exercise price and taxes. It matters to investors because it changes how many new shares are issued, affects dilution of existing shareholders, and alters company cash flow compared with a cash exercise.
tax withholding rights financial
"With tandem dividend equivalent rights and tax withholding rights."

FAQ

What equity awards did Wendy's Co (WEN) grant to Liliana Esposito on August 11, 2026?

On August 11, 2026, Liliana Esposito received 109,732 employee stock options at $7.55 per share and 15,894 restricted stock units. Both awards vest in three equal annual installments from 2027 through 2029, subject to continued employment.

What happened to Liliana Esposito’s previously granted RSUs reported by Wendy's Co (WEN)?

Previously granted restricted stock units totaling 1,748 units, including 296 dividend equivalent units, vested on August 11, 2026. They were converted into an equal number of common shares, reflecting the final installment of a 2023 award vesting over three years.

How many Wendy's Co (WEN) shares were withheld for taxes or exercise price in this Form 4?

The Form 4 reports 499 shares of Wendy’s Co common stock delivered or withheld for payment of exercise price or tax liability. This disposition is coded as an F transaction, which specifically denotes settlement through share delivery or withholding.

What are the vesting terms of Liliana Esposito’s new Wendy's Co (WEN) stock options?

The 109,732 stock options granted at an exercise price of $7.55 per share vest in three equal installments on August 11, 2027, 2028 and 2029. Vesting is contingent on Ms. Esposito’s continued employment on each applicable vesting date.

How do Liliana Esposito’s new RSUs from Wendy's Co (WEN) vest over time?

The 15,894 restricted stock units granted to Ms. Esposito will vest in three equal installments on August 11, 2027, 2028 and 2029. Each unit represents one share of common stock and carries tandem dividend equivalent and tax withholding rights.

What role does Liliana Esposito hold at Wendy's Co (WEN) in this Form 4 filing?

Liliana Esposito is identified as an officer of Wendy’s Co with the title Chief Corporate Affairs & Sustainability Officer. The reported equity transactions relate to her compensation in this executive capacity, including options and restricted stock units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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)
08/11/2026
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
Common Stock08/11/2026M1,748A$0(1)96,437D
Common Stock08/11/2026F499D$7.5595,938D
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(2)(1)08/11/2026M1,748(3) (4) (4)Common Stock1,748$078,771D
Employee Stock Option (Right to Buy)(5)$7.5508/11/2026A109,732 (6)08/11/2036Common Stock109,732$0109,732D
Restricted Stock Units(2)(1)08/11/2026A15,894 (7) (7)Common Stock15,894$094,665D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
2. With tandem dividend equivalent rights and tax withholding rights.
3. Includes 296 dividend equivalent units that had accrued on the restricted stock units.
4. The restricted stock units were granted on August 11, 2023 and vested in three equal installments on the first, second and third anniversaries of the grant date. The first, second and third installments (including the related dividend equivalent units) vested on August 11, 2024, 2025 and 2026, respectively.
5. With tandem net exercise and tax withholding rights.
6. The option vests in three equal installments on August 11, 2027, 2028 and 2029, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date.
7. The restricted stock units will vest in three equal installments on August 11, 2027, 2028 and 2029, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date.
/s/ Mark L. Johnson, Attorney-in-Fact08/13/2026
** 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)