Esposito Liliana 4

What Happened
Liliana Esposito, Wendy's Chief Corporate Affairs & Sustainability Officer, received a grant of 1,645 restricted stock units (RSUs) on June 15, 2026. The award consists of four derivative grants of 35, 92, 253 and 1,265 units, each recorded at $0.00 per unit (awards, not open-market purchases or sales). These RSUs are compensation awards that convert into common shares if and when they vest.

Key Details

• Transaction date: June 15, 2026; reported on Form 4 filed June 17, 2026 (timely filing).
• Award details: 35, 92, 253 and 1,265 RSUs (total 1,645 RSUs); each RSU represents a contingent right to one share. Each grant recorded at $0.00 as an award/derivative.
• Dividend & tax treatment: Awards include tandem dividend equivalent rights and tax withholding provisions; dividend equivalent units were issued on June 15, 2026.
• Vesting: Grants are subject to varying remaining vesting schedules — one vests in a single remaining installment in August 2026, others vest in two or three remaining installments across 2026–2028, and vesting is conditioned on continued employment.
• Shares owned after transaction: not specified in this filing.
• Filing timeliness: Reported two days after the transaction date (appears timely under Form 4 rules).

Context
These transactions are compensation grants (derivative awards) rather than purchases or sales. RSUs are common executive compensation and only become company stock if/when they vest — they do not necessarily signal a buy or sell view. Dividend equivalents mean the award accumulates value tied to dividend payments until conversion; tax withholding provisions are standard.