Wendy's officer exercises 36K RSUs, withholds shares

Q: What insider equity activity did Wendy's Co (WEN) report for Liliana Esposito?

Wendy's Co reported that Liliana Esposito exercised 36,104 restricted stock units into common stock and had 9,785 shares delivered or withheld to cover exercise price or tax liability, all dated August 12, 2026.

Q: How many Wendy's Co (WEN) RSUs did Liliana Esposito convert to common stock?

Liliana Esposito exercised RSUs covering 31,858 shares and 4,246 shares of Wendy’s common stock, for a combined 36,104 shares, including accrued dividend equivalent units tied to those awards.

Q: At what price were Wendy's Co (WEN) shares withheld for Esposito’s tax or exercise obligations?

A total of 9,785 shares of Wendy’s common stock were delivered or withheld at $8.66 per share in transactions coded as payment of exercise price or tax liability, associated with the RSU vesting on August 12, 2026.

Q: When were the RSUs for Wendy's Co (WEN) granted and when did they first vest?

The RSUs were granted on August 12, 2025. For one grant, they vest in two equal installments; for another, in three. In both cases, the first installment vested on August 12, 2026, subject to Ms. Esposito’s continued employment.

Q: What do the dividend equivalent units mean in the Wendy's Co (WEN) Form 4 for Esposito?

The Form 4 notes that the RSUs included 2,185 and 290 dividend equivalent units, which are additional units accrued on the RSUs, and these were included in the amounts that vested on August 12, 2026.

Wendy's Co reported equity transactions for officer Liliana Esposito related to vesting restricted stock units (RSUs).

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Form Type

Rhea-AI Filing Summary

Wendy's Co reported equity transactions for officer Liliana Esposito related to vesting restricted stock units (RSUs). On August 12, 2026, RSUs covering 31,858 and 4,246 shares of common stock, including accrued dividend equivalent units, were exercised into common shares. In separate transactions, a total of 9,785 common shares were delivered or withheld at $8.66 per share for payment of exercise price or tax liability. The RSUs were granted on August 12, 2025 and vest over two or three years, with the first installments vesting on August 12, 2026, subject to continued employment.

Insider Trade Summary

36,104 shares exercised/converted

Exercise 6 txns

Insider Esposito Liliana

Role Chf Corp Affrs & Sustnblty Ofc

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units ^{F2, F1, F3, F4}	31,858	$0.00	$0.00
Exercise	Restricted Stock Units ^{F2, F1, F5, F6}	4,246	$0.00	$0.00
Exercise	Common Stock ^F1	31,858	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	8,634	$8.66	$75K
Exercise	Common Stock ^F1	4,246	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,151	$8.66	$10K

Holdings After Transaction: Restricted Stock Units — 58,561 contracts (Direct); Common Stock — 122,257 shares (Direct)

Footnotes (6)

F1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
F2. With tandem dividend equivalent rights and tax withholding rights.
F3. Includes 2,185 dividend equivalent units that had accrued on the restricted stock units.
F4. The restricted stock units were granted on August 12, 2025 and vest in two equal installments on the first and second anniversaries of the grant date, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 12, 2026.
F5. Includes 290 dividend equivalent units that had accrued on the restricted stock units.
F6. The restricted stock units were granted on August 12, 2025 and vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 12, 2026.

Key Figures

RSUs exercised (grant 1): 31,858 shares RSUs exercised (grant 2): 4,246 shares Total RSUs exercised: 36,104 shares +3 more

6 metrics

RSUs exercised (grant 1) 31,858 shares Restricted stock units (including 2,185 dividend equivalent units) converted to common stock on August 12, 2026

RSUs exercised (grant 2) 4,246 shares Restricted stock units (including 290 dividend equivalent units) converted to common stock on August 12, 2026

Total RSUs exercised 36,104 shares Aggregate derivative exercises (code M) per transaction summary

Shares withheld for tax/exercise 9,785 shares Common shares delivered or withheld (code F) for exercise price or tax liability

Withholding price $8.66 per share Price applied to 8,634 and 1,151 common shares for payment of exercise price or tax liability

Grant date for RSUs August 12, 2025 RSUs vesting on August 12, 2026 were originally granted on this date

Key Terms

Restricted Stock Units, dividend equivalent units, tandem dividend equivalent rights and tax withholding rights

3 terms

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 2,185 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.

tandem dividend equivalent rights and 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 equity activity did Wendy's Co (WEN) report for Liliana Esposito?

Wendy's Co reported that Liliana Esposito exercised 36,104 restricted stock units into common stock and had 9,785 shares delivered or withheld to cover exercise price or tax liability, all dated August 12, 2026.

How many Wendy's Co (WEN) RSUs did Liliana Esposito convert to common stock?

Liliana Esposito exercised RSUs covering 31,858 shares and 4,246 shares of Wendy’s common stock, for a combined 36,104 shares, including accrued dividend equivalent units tied to those awards.

At what price were Wendy's Co (WEN) shares withheld for Esposito’s tax or exercise obligations?

A total of 9,785 shares of Wendy’s common stock were delivered or withheld at $8.66 per share in transactions coded as payment of exercise price or tax liability, associated with the RSU vesting on August 12, 2026.

When were the RSUs for Wendy's Co (WEN) granted and when did they first vest?

The RSUs were granted on August 12, 2025. For one grant, they vest in two equal installments; for another, in three. In both cases, the first installment vested on August 12, 2026, subject to Ms. Esposito’s continued employment.

What do the dividend equivalent units mean in the Wendy's Co (WEN) Form 4 for Esposito?

The Form 4 notes that the RSUs included 2,185 and 290 dividend equivalent units, which are additional units accrued on the RSUs, and these were included in the amounts that vested on August 12, 2026.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 08/14/2026 - 04:58 PM EDT

SEC Form 4

FORM 4

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
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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chf Corp Affrs & Sustnblty Ofc

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/12/2026		M		31,858	A	$0⁽¹⁾	127,796	D
Common Stock	08/12/2026		F		8,634	D	$8.66	119,162	D
Common Stock	08/12/2026		M		4,246	A	$0⁽¹⁾	123,408	D
Common Stock	08/12/2026		F		1,151	D	$8.66	122,257	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽²⁾	⁽¹⁾	08/12/2026		M			31,858⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	31,858	$0	62,807	D
Restricted Stock Units⁽²⁾	⁽¹⁾	08/12/2026		M			4,246⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	4,246	$0	58,561	D

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 2,185 dividend equivalent units that had accrued on the restricted stock units.

4. The restricted stock units were granted on August 12, 2025 and vest in two equal installments on the first and second anniversaries of the grant date, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 12, 2026.

5. Includes 290 dividend equivalent units that had accrued on the restricted stock units.

6. The restricted stock units were granted on August 12, 2025 and vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 12, 2026.

	/s/ Mark L. Johnson, Attorney-in-Fact	08/14/2026
	** Signature of Reporting Person	Date
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