Wendy's (WEN) Liliana Esposito Receives RSUs on Vesting

What Happened

• Liliana Esposito, Chief Corporate Affairs & Sustainability Officer at Wendy's (WEN), had equity awards vest on August 11, 2026. The filing reports acquisition of 109,732 and 15,894 restricted stock units (RSUs), a total of 125,626 RSUs (acquired, $0.00 per share).
• The filing also shows conversion/exercise of 1,748 derivative units (reported as both an exercise/conversion acquisition and a derivative disposition) and a tax-withholding/net settlement where 499 shares were delivered at $7.55 per share to satisfy tax obligations, totaling $3,767. Most items were recorded at $0.00 because they are awards/vesting events, not open-market purchases.

Key Details

• Transaction date: August 11, 2026; Form 4 filed August 13, 2026 (timely).
• RSUs acquired (vested): 109,732 and 15,894 (total 125,626) at $0.00.
• Derivative conversion/exercise: 1,748 shares (reported as exercised/converted).
• Tax withholding/net settlement: 499 shares withheld at $7.55/share = $3,767.
• Shares owned after transaction: not disclosed in the excerpt provided.
• Relevant footnotes:
  • Each RSU equals a contingent right to one common share and includes tandem dividend equivalent rights (F1, F2).
  • 296 dividend equivalent units were included in the reported amounts (F3).
  • The RSUs were originally granted Aug 11, 2023 and vested in three equal installments, with the final installment vesting Aug 11, 2026 (F4).
  • Net exercise and tax withholding rights applied (F5).
  • Other option/RSU awards noted in the filing have future vesting schedules (F6, F7).

Context

• This was primarily a vesting/award event (acquisition of RSUs), not an open-market purchase or a discretionary sale; RSU vesting is routine compensation and not necessarily a bullish signal.
• The 499-share withholding is a net-settlement to cover taxes — a common practice when awards vest. The conversion/exercise of 1,748 derivative units appears related to the award/vesting mechanics and was not reported as a market sale for cash.
• Filing was submitted promptly (filed two days after the transactions' reported date), so there is no indication of a late report.