Wendy's (WEN) Liliana Esposito Exercises RSUs; Shares Withheld

What Happened
Liliana Esposito, Wendy's (WEN) Chief Corporate Affairs & Sustainability Officer, had restricted stock units (RSUs) vest on August 12, 2026. A total of 36,104 RSU-based shares were converted into common stock (two separate grant installments: 31,858 and 4,246). To satisfy tax withholding obligations, 9,785 shares were surrendered/withheld at $8.66 per share, resulting in proceeds/withholding value of $84,738. These transactions reflect award vesting and tax-related share withholding rather than an open-market buy or voluntary sale.

Key Details

• Transaction date: August 12, 2026; Form 4 filed August 14, 2026 (timely filing).
• Conversions: 31,858 and 4,246 RSU units converted to common shares (total 36,104) at $0 exercise price (conversion of RSUs).
• Tax withholding/surrender: 8,634 and 1,151 shares withheld/surrendered at $8.66 each (total 9,785 shares; $74,770 + $9,968 = $84,738).
• Footnotes: RSUs convert 1-for-1 to shares (F1); include tandem dividend equivalent rights and tax withholding (F2); the conversions included accrued dividend equivalent units — 2,185 on one grant (F3) and 290 on the other (F5).
• Grants and vesting: RSUs were granted Aug 12, 2025. One grant vests in two equal installments (first vested Aug 12, 2026 — F4); the other vests in three equal installments (first vested Aug 12, 2026 — F6).
• Shares owned after the transaction: Not specified in the filing.

Context

• This was a routine vesting of RSU awards with a common tax-withholding mechanism (shares surrendered/withheld), not a market sale for investment purposes.
• The conversion entries show an exercise/conversion at $0 because RSUs convert to shares without a cash exercise price; the F-code disposals reflect shares withheld to cover taxes.
• Such transactions are typical compensation events and do not, by themselves, indicate insider buying or selling sentiment.