Board pay in stock for Wendy's Co (WEN) director Dolan, 1,564 shares

Rhea-AI Filing Summary

Wendy's Co director Kristin A. Dolan received 1,564 shares of common stock on January 5, 2026, as a stock grant under the company’s 2020 Omnibus Award Plan. The shares were issued in lieu of a portion of her quarterly Board retainer and Board committee fees that would otherwise have been paid in cash.

The grant was priced at $8.37 per share, based on the average closing price over the 20 trading days before the fees would have been payable. Following this award, Ms. Dolan beneficially owns 46,708 shares of Wendy’s common stock, held directly.

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 OH 43017

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

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

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

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

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	01/05/2026		A(1)		1,564	A	$8.37	46,708	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	01/07/2026
	** 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.

FAQ

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

Wendy's Co reported that director Kristin A. Dolan acquired 1,564 shares of common stock on January 5, 2026, as a stock grant rather than a cash payment.

What was the price of the Wendy's Co shares granted to Kristin A. Dolan?

The 1,564 shares granted to Kristin A. Dolan were valued at $8.37 per share, calculated as the average closing price over the prior 20 consecutive trading days.

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

The shares were issued under the company’s 2020 Omnibus Award Plan in lieu of a portion of Ms. Dolan’s quarterly Board retainer and Board committee retainer fees that otherwise would have been paid in cash.

How many Wendy's Co shares does Kristin A. Dolan own after this transaction?

After the January 5, 2026 transaction, Kristin A. Dolan beneficially owns 46,708 shares of Wendy's Co common stock, held as direct ownership.

What plan governed the stock grant to Wendy's Co director Kristin A. Dolan?

The grant was made pursuant to Wendy's Co’s 2020 Omnibus Award Plan, which allows directors to receive equity in place of certain cash retainer fees.

Is the reported Wendy's Co insider transaction a purchase on the open market?

No. The 1,564 shares reported for Kristin A. Dolan were issued as compensation under the 2020 Omnibus Award Plan, rather than bought on the open market.