Wendy's director receives stock grant for board fees

Dolan Kristin A reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 04/07/2026 - 05:07 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Dolan Kristin A reported acquisition or exercise transactions in this Form 4 filing.

Wendy's Co director Kristin A. Dolan received a grant of 1,047 shares of common stock on April 3, 2026. The shares were issued under the 2020 Omnibus Award Plan in lieu of a portion of her quarterly board and committee retainer fees, at a price of $7.14 per share based on a 20-day average. Following this award, she directly holds 47,755 common shares.

Insider Trade Summary

Grant/Award: 1,047 shares

Grant/Award 1 txn

Insider Dolan Kristin A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,047	$7.14	$7K

Holdings After Transaction: Common Stock — 47,755 shares (Direct)

Holdings Before and After: Common Stock, 46,708 to 47,755 shares (Direct)

Footnotes (1)

1. F1. Shares were issued pursuant to the Company's 2020 Omnibus Award Plan (the "Plan") in lieu of a portion of Ms. Dolan's quarterly Board of Directors retainer fee and quarterly Board committee retainer fees that would otherwise be payable in cash. In accordance with the Plan, the price is the average of the closing price per share on the 20 consecutive trading days immediately preceding the date on which the retainer fees would otherwise be payable.

Key Figures

Shares granted: 1,047 shares Grant price: $7.14 per share Total shares held after: 47,755 shares

3 metrics

Shares granted 1,047 shares Stock award to director Kristin A. Dolan on April 3, 2026

Grant price $7.14 per share Value used for stock issued in lieu of board and committee fees

Total shares held after 47,755 shares Dolan's direct Wendy's Co common stock holdings post-transaction

Key Terms

2020 Omnibus Award Plan, retainer fee, Board committee retainer fees, average of the closing price, +1 more

5 terms

2020 Omnibus Award Plan financial

"Shares were issued pursuant to the Company's 2020 Omnibus Award Plan (the "Plan")"

retainer fee financial

"in lieu of a portion of Ms. Dolan's quarterly Board of Directors retainer fee"

Board committee retainer fees financial

"and quarterly Board committee retainer fees that would otherwise be payable in cash"

average of the closing price financial

"the price is the average of the closing price per share on the 20 consecutive trading days"

consecutive trading days financial

"on the 20 consecutive trading days immediately preceding the date on which the retainer fees"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Wendy's Co (WEN) report for Kristin A. Dolan?

Wendy's Co reported that director Kristin A. Dolan received 1,047 shares of common stock as a grant. The award was issued under the 2020 Omnibus Award Plan in lieu of part of her quarterly board and committee retainer fees normally paid in cash.

At what price were the Wendy's Co (WEN) shares granted to Kristin A. Dolan?

The 1,047 Wendy's Co shares were valued at $7.14 per share for the grant. The plan uses the average closing price over the 20 consecutive trading days immediately before the date the retainer fees would otherwise be payable in cash.

How many Wendy's Co (WEN) shares does Kristin A. Dolan own after this grant?

After receiving the 1,047-share grant, Kristin A. Dolan directly owns 47,755 shares of Wendy's Co common stock. This figure reflects her total direct holdings immediately following the April 3, 2026 stock award reported in the Form 4 filing.

Why did Wendy's Co (WEN) issue shares instead of cash to Kristin A. Dolan?

The company issued shares to Kristin A. Dolan in lieu of a portion of her quarterly board and committee retainer fees. Under the 2020 Omnibus Award Plan, directors can receive equity rather than cash, aligning compensation more closely with shareholder interests through stock-based awards.

What is Wendy's Co (WEN) 2020 Omnibus Award Plan mentioned in the filing?

The 2020 Omnibus Award Plan is Wendy's Co's equity compensation program used to grant awards such as stock in this case. It governs how shares are issued, including using a 20-day average closing price to determine the value of stock granted in place of cash fees.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dolan Kristin A

(Last) (First) (Middle)

C/O THE WENDY'S COMPANY

ONE DAVE THOMAS BOULEVARD

(Street)

DUBLIN OHIO 43017

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Wendy's Co [ WEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/03/2026		A(1)		1,047	A	$7.14	47,755	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares were issued pursuant to the Company's 2020 Omnibus Award Plan (the "Plan") in lieu of a portion of Ms. Dolan's quarterly Board of Directors retainer fee and quarterly Board committee retainer fees that would otherwise be payable in cash. In accordance with the Plan, the price is the average of the closing price per share on the 20 consecutive trading days immediately preceding the date on which the retainer fees would otherwise be payable.

	/s/ Mark L. Johnson, Attorney-in-Fact	04/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)