Wendy's (WEN) CAO Aaron M. Kale Receives RSUs, Exercises/Converts Shares

What Happened
Aaron M. Kale, Chief Accounting Officer of Wendy's Co. (WEN), had restricted stock units (RSUs) vest on August 11, 2026 and as a result: 62,321 RSU-related shares were recorded as acquired (two award entries of 54,437 and 7,884 shares). On the same date he exercised/converted 1,748 derivative units into shares and 499 shares were surrendered/withheld to cover tax withholding, generating $3,767 in withholding value reported. The filing shows the 1,748- share derivative conversion also reported as disposed (derivative), while the 499-share disposition is explicitly marked as tax withholding.

Key Details

• Transaction date: August 11, 2026; Form 4 filed August 13, 2026 (timely).
• Awards/vests: 54,437 and 7,884 restricted stock units acquired (total 62,321 RSUs) at $0.00 per share (derivative award/settlement).
• Exercise/conversion: 1,748 derivative units exercised/converted @ $0.00; same 1,748 reported disposed as derivative (no sale proceeds shown).
• Tax withholding: 499 shares surrendered/ disposed to satisfy tax withholding at $7.55 each, totaling $3,767 (code F).
• Footnotes: F1 = each RSU equals one contingent share; F2/F3 = includes tandem dividend equivalents (296 dividend equivalent units accrued); F4 = these RSUs were granted Aug 11, 2023 and vested in three equal installments (Aug 11 of 2024, 2025 and 2026); F5 = net exercise/tax withholding rights applied.
• Shares owned after the transaction: not disclosed in the excerpt of the filing.

Context
This was primarily a vesting/settlement event for RSUs rather than an open-market purchase or sale driven by market timing. The transaction involved conversion/settlement of RSUs and use of shares to satisfy tax withholding (common for equity compensation). No large open-market sale or purchase cash amounts (other than the tax withholding) were reported.