O'Brien Matthew Coley 4

What Happened

• Matthew Coley O'Brien, Chief People Officer of Wendy's Co. (WEN), had 18,598 restricted stock units (RSUs) convert to common shares on March 1, 2026.
• Of those, 5,690 shares were surrendered to cover tax withholding at $7.66 per share, a withholding value of $43,585. Net shares delivered to O'Brien were 12,908. The RSUs included dividend equivalent units and were granted March 1, 2023 and fully vested March 1, 2026.

Key Details

• Transaction date: 2026-03-01 (reported on Form 4 filed 2026-03-03) — filing appears timely.
• Primary actions reported:
  • Exercise/conversion of derivative (RSUs) — 18,598 shares acquired (code M).
  • Share withholding to pay tax liability — 5,690 shares disposed at $7.66/share, $43,585 (code F).
  • The derivative conversion is also reported as disposed (reflecting conversion of RSUs to shares).
• Net shares received after withholding: 12,908.
• Footnotes: each RSU converts to one share (F1); RSUs carried tandem dividend equivalents and tax withholding rights (F2); 2,833 dividend-equivalent units were included (F3); grant date March 1, 2023, fully vested March 1, 2026 (F4).
• Shares owned after the transaction: not specified in the provided filing details.

Context

• This is a routine vesting and net-share settlement for tax withholding (common for RSU vesting), not an open-market sale or a discretionary cash sale; it does not, by itself, indicate an independent buy/sell decision.
• For retail investors: note this reflects compensation vesting (an award becoming shares) with a portion withheld for taxes rather than an outright sale of shares on the market.