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Wendy's Co (WEN) executive vests 2,294 RSUs, 654 shares withheld at $7.99

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Liliana Esposito, Chief Corporate Affairs & Sustainability Officer of Wendy's Co, had 2,294 restricted stock units, including 273 dividend equivalent units, convert into the same number of common shares of common stock on August 5, 2026. In connection with this vesting, 654 common shares were delivered or withheld at $7.99 per share for payment of exercise price or tax liability. Following these transactions, she held 80,519 restricted stock units, which continue to represent contingent rights to receive an equal number of common shares.

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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 2,294 $0.00 $0.00
Exercise Common Stock F1 2,294 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 654 $7.99 $5K
Holdings After Transaction: Restricted Stock Units — 80,519 shares (Direct); Common Stock — 94,689 shares (Direct)
Footnotes (4)
  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 273 dividend equivalent units that had accrued on the restricted stock units.
  4. F4. The restricted stock units were granted on August 5, 2024 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 and second installments (including the related dividend equivalent units) vested on August 5, 2025 and 2026, respectively.
RSUs converted 2,294 units Restricted stock units converting into an equal number of common shares on August 5, 2026
Dividend equivalent units 273 units Dividend equivalent units included within the 2,294 restricted stock units that converted
Shares delivered/withheld 654 shares Common shares delivered or withheld for payment of exercise price or tax liability
Withholding price $7.99 per share Price applied to the 654 common shares delivered or withheld
RSUs remaining 80,519 units Restricted stock units held by Liliana Esposito following the reported transactions
Grant date August 5, 2024 Date the restricted stock units were granted, vesting over three annual installments
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 273 dividend equivalent units that had accrued on the restricted stock units"
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"

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

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FAQ

What did Wendy's Co (WEN) report about Liliana Esposito's recent equity transaction?

Wendy's Co reported that Liliana Esposito had 2,294 restricted stock units convert into 2,294 common shares on August 5, 2026. The units included 273 dividend equivalent units that had accrued on the award.

How many Wendy's Co (WEN) shares were withheld for taxes or exercise costs?

In connection with the vesting, 654 common shares of Wendy's Co were delivered or withheld at $7.99 per share for payment of exercise price or tax liability. This reduced the net shares Esposito retained from the vesting.

What is Liliana Esposito’s remaining Wendy's Co (WEN) restricted stock unit balance?

After the reported transactions, Liliana Esposito held 80,519 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Wendy's Co common stock in the future, subject to vesting conditions.

What vesting schedule applies to Liliana Esposito’s August 5, 2024 Wendy's Co (WEN) RSU grant?

The August 5, 2024 restricted stock units vest in three equal installments on the first, second and third anniversaries of the grant date. The first and second installments, including related dividend equivalent units, vested on August 5, 2025 and August 5, 2026, respectively.

What are dividend equivalent units in the context of Wendy's Co (WEN) RSUs?

Dividend equivalent units are additional units that accrue on restricted stock units to mirror dividends on common stock. For Esposito’s award, 273 dividend equivalent units had accrued and were included in the 2,294 units that converted to shares.
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)
08/05/2026
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 Stock08/05/2026M2,294A$0(1)95,343D
Common Stock08/05/2026F654D$7.9994,689D
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)08/05/2026M2,294(3) (4) (4)Common Stock2,294$080,519D
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 273 dividend equivalent units that had accrued on the restricted stock units.
4. The restricted stock units were granted on August 5, 2024 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 and second installments (including the related dividend equivalent units) vested on August 5, 2025 and 2026, respectively.
/s/ Mark L. Johnson, Attorney-in-Fact08/07/2026
** 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)