SEC Form 4 · accession 0000030697-26-000147
Wendy's Co · WEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Liliana Esposito
Officer — Chf Corp Affrs & Sustnblty Ofc
Period of report
Aug 12, 2026
Accepted (ET)
Aug 14, 2026 · 4:58 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000030697
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 12, 2026 | M | 31,858 | $0.00 | A | 127,796 | D | |
| Common Stock | Aug 12, 2026 | F | 8,634 | $8.66 | D | 119,162 | D | |
| Common StockF1 | Aug 12, 2026 | M | 4,246 | $0.00 | A | 123,408 | D | |
| Common Stock | Aug 12, 2026 | F | 1,151 | $8.66 | D | 122,257 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3,F1,F4 | — | Aug 12, 2026 | M | 31,858 | D | — | — | Common Stock | 31,858 | 62,807 | D |
| Restricted Stock UnitsF2,F5,F1,F6 | — | Aug 12, 2026 | M | 4,246 | D | — | — | Common Stock | 4,246 | 58,561 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
- F2With tandem dividend equivalent rights and tax withholding rights.
- F3Includes 2,185 dividend equivalent units that had accrued on the restricted stock units.
- F4The restricted stock units were granted on August 12, 2025 and vest in two equal installments on the first and second anniversaries of the grant date, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 12, 2026.
- F5Includes 290 dividend equivalent units that had accrued on the restricted stock units.
- F6The restricted stock units were granted on August 12, 2025 and vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Ms. Esposito's continued employment with the Company on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 12, 2026.