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Wendy's officer gets four RSU grants at $0

Wendy's Co granted Liliana Esposito multiple dividend-equivalent restricted stock unit awards vesting from 2027 to 2029, contingent on continued employment.

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

Rhea-AI Filing Summary

Wendy's Co (symbol: WEN) is the issuer of record for a Form 4 filing submitted to the SEC. Esposito Liliana reported acquisition or exercise transactions in this Form 4 filing.

Wendy's Co (WEN) reported that officer Liliana Esposito, Chief Corporate Affairs & Sustainability Officer, received four grants of dividend equivalent restricted stock units on September 15, 2026. Each unit represents a contingent right to one share of common stock and carries tandem dividend equivalent and tax withholding rights.

The grants cover 21, 80, 299 and 149 restricted stock units, all at a price of $0.00 per unit. These units vest in scheduled installments between August 5, 2027 and August 11, 2029, in each case subject to Ms. Esposito’s continued employment with the company through the applicable vesting date. No Rule 10b5-1 trading plan is reported.

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Insider Esposito Liliana
Role Chf Corp Affrs & Sustnblty Ofc
Type Security Shares Price Value
Grant/Award Restricted Stock Units F1, F2, F3, F4 21 $0.00 $0.00
Grant/Award Restricted Stock Units F1, F2, F3, F5 80 $0.00 $0.00
Grant/Award Restricted Stock Units F1, F2, F3, F6 299 $0.00 $0.00
Grant/Award Restricted Stock Units F1, F2, F3, F7 149 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 59,110 contracts (Direct)
Footnotes (7)
  1. F1. With tandem dividend equivalent rights and tax withholding rights.
  2. F2. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
  3. F3. Represents dividend equivalent units issued on September 15, 2026.
  4. F4. The restricted stock units will vest in one remaining installment on August 5, 2027, subject to Ms. Esposito's continued employment with the Company on the vesting date.
  5. F5. The restricted stock units will vest in two remaining equal installments on August 12, 2027 and 2028, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date.
  6. F6. The restricted stock units will vest in one remaining installment on August 12, 2027, subject to Ms. Esposito's continued employment with the Company on the 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.
Restricted stock units granted 21 units Dividend equivalent units granted on September 15, 2026; vest in one remaining installment on August 5, 2027, subject to continued employment
Restricted stock units granted 80 units Dividend equivalent units granted on September 15, 2026; vest in two equal installments on August 12, 2027 and 2028, subject to continued employment
Restricted stock units granted 299 units Dividend equivalent units granted on September 15, 2026; vest in one remaining installment on August 12, 2027, subject to continued employment
Restricted stock units granted 149 units Dividend equivalent units granted on September 15, 2026; vest in three equal installments on August 11, 2027, 2028 and 2029, subject to continued employment
Price per restricted stock unit $0.00 Reported transaction price per unit for each of the four grants on September 15, 2026
Restricted Stock Units financial
"security title is listed as Restricted Stock Units"
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
"Represents dividend equivalent units issued on September 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.
tandem dividend equivalent rights financial
"With tandem dividend equivalent rights and tax withholding rights"
tax withholding rights financial
"With tandem dividend equivalent rights and tax withholding rights"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Wendy's Co (WEN) report for Liliana Esposito?
Wendy's Co reported that Liliana Esposito received four grants of restricted stock units on September 15, 2026. These are dividend equivalent units that each represent a contingent right to receive one share of Wendy’s common stock, subject to future vesting conditions and continued employment.

How many restricted stock units did Liliana Esposito receive in the latest WEN Form 4?
Liliana Esposito received four separate awards of 21, 80, 299 and 149 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Wendy’s common stock, along with tandem dividend equivalent rights and tax withholding rights.

When do Liliana Esposito’s new WEN restricted stock units vest?
The restricted stock units vest on several future dates: one grant in a remaining installment on August 5, 2027; another in two equal installments on August 12, 2027 and 2028; another in a remaining installment on August 12, 2027; and another in three equal installments on August 11, 2027, 2028 and 2029, all subject to continued employment.

What does each restricted stock unit represent in the WEN Form 4 for Esposito?
Each restricted stock unit represents a contingent right to receive one share of Wendy’s common stock. The awards also include tandem dividend equivalent rights and tax withholding rights, as disclosed, meaning they track dividends and can be used for associated tax withholding when shares are delivered.

Were Liliana Esposito’s WEN transactions made under a Rule 10b5-1 plan?
No. The filing indicates that the Rule 10b5-1 checkbox is not marked for these transactions. This means the restricted stock unit grants reported for September 15, 2026 are not affirmed as being made under a Rule 10b5-1 pre-arranged trading plan.

What is the price per unit for the restricted stock units granted to Liliana Esposito at WEN?
The reported transaction price per unit for each of the four grants is $0.00. These are compensation-related awards of dividend equivalent restricted stock units rather than open-market purchases, each representing a contingent right to receive one share of Wendy’s common stock upon vesting.

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

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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)
09/15/2026		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)09/15/2026A21(3) (4) (4)Common Stock21$058,582D
Restricted Stock Units(1)(2)09/15/2026A80(3) (5) (5)Common Stock80$058,662D
Restricted Stock Units(1)(2)09/15/2026A299(3) (6) (6)Common Stock299$058,961D
Restricted Stock Units(1)(2)09/15/2026A149(3) (7) (7)Common Stock149$059,110D
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 September 15, 2026.
4. The restricted stock units will vest in one remaining installment on August 5, 2027, 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 12, 2027 and 2028, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date.
6. The restricted stock units will vest in one remaining installment on August 12, 2027, subject to Ms. Esposito's continued employment with the Company on the 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-Fact09/17/2026
** 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

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