Wendy's (WEN) Chief Corporate Affairs Liliana Esposito Receives RSUs

What Happened

• Liliana Esposito, Chief Corporate Affairs & Sustainability Officer at Wendy's (WEN), had restricted stock units (RSUs) vest and convert into 2,294 shares on August 5, 2026 (reported on Form 4 filed Aug 7, 2026). The conversion was reported as a derivative exercise/conversion (code M) at $0.00 per share. To satisfy tax withholding obligations, 654 of those shares were surrendered/disposed (code F) at $7.99 per share for a total reported withholding value of $5,225. After withholding, Ms. Esposito received a net of 1,640 shares.

Key Details

• Transaction date: August 5, 2026; Form 4 filed August 7, 2026 (timely filing).
• Conversion: 2,294 RSUs converted to common stock (reported as M entries at $0.00 per share).
• Tax withholding/disposition: 654 shares withheld at $7.99 each; total ~$5,225 (code F).
• Net shares credited to insider after withholding: 1,640 (2,294 − 654).
• Footnotes: RSUs represent contingent rights to one share each (F1); include tandem dividend equivalent rights and tax withholding (F2); 273 dividend equivalent units were included in the award (F3); RSUs were granted Aug 5, 2024 and vest in three annual installments, with the first and second installments vesting Aug 5, 2025 and 2026 (F4).
• Shares owned after the transaction are not provided in the supplied data.

Context

• This was an RSU vesting (award conversion), not an open-market purchase or discretionary sale. The withholding of shares to cover taxes is routine and commonly appears as a disposition on Form 4; it does not necessarily indicate a voluntary sale for investment purposes. The conversion price of $0.00 reflects that vested RSUs convert to shares rather than being purchased.