Wendys Co SEC Filings

The Wendy's Company officer reports small stock purchase

An officer of The Wendy's Company (WEN), serving as Chief Legal Officer and Secretary, reported buying 1,700 shares of Wendy's common stock in an open-market transaction on 11/19/2025 at a price of $8.18 per share. After this purchase, the officer beneficially owns 3,004.9 shares directly. This filing is a routine disclosure of insider trading activity required by regulators and does not describe any change to the company’s operations or financial performance.

The Wendy’s Company has agreed to issue and sell $450,000,000 of Series 2025-1 5.422% Fixed Rate Senior Secured Notes, Class A-2, through its securitization master issuer, Wendy’s Funding, LLC. The notes are being sold in a privately placed securitization to initial purchasers led by Barclays Capital Inc., with interest paid quarterly.

The notes have an anticipated repayment date in December 2032, after which additional interest will accrue if they are not repaid or refinanced, based on a formula tied to 10‑year U.S. Treasury yields plus stated spreads. Closing is expected by the end of the fourth quarter of 2025, subject to customary closing conditions in the purchase agreement, and there is no assurance the transaction will be completed.

The securities will not be registered under the Securities Act and may only be offered or sold in the United States under an applicable exemption. The purchase agreement includes customary representations, covenants and indemnification of the initial purchasers against certain liabilities, including under the Securities Act.

The Wendy’s Company announced that its subsidiaries have begun marketing a financing for an offering of a new series of securitized notes. They intend to issue a combined aggregate principal amount of $400 million in new fixed rate senior secured notes, the Series 2025-1 Class A-2 Notes.

Wendy’s plans to use the net proceeds to repay its outstanding Series 2019-1 3.783% Fixed Rate Senior Secured Notes, Class A-2-I, repay its 7.00% Debentures due December 15, 2025, pay transaction fees and expenses, and for general corporate purposes, which may include funding growth initiatives, returning capital to shareholders, and additional debt repayment.

The offering is subject to market and other conditions, and there is no assurance on timing or completion. The notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption.

The Wendy’s Company (WEN) reported Q3 2025 results. Revenue was $549.5 million, down from $566.7 million a year ago, as lower advertising fund revenue and franchise rental income offset slightly higher company-operated sales. Operating profit was $92.0 million versus $94.7 million. Net income was $44.3 million ($0.23 diluted EPS) compared with $50.2 million ($0.25) last year.

For the first nine months, revenue was $1.63 billion and net income $138.6 million ($0.71 diluted EPS). Cash from operations reached $275.3 million, while the company returned cash via $200.8 million of share repurchases and $103.0 million in dividends. Cash and equivalents were $291.4 million at quarter-end. Wendy’s acquired 35 restaurants from a franchisee for $16.9 million, adding $2.5 million of goodwill, and ended the period with 7,363 restaurants systemwide, including 435 company-operated. Management noted the newly enacted OBBBA tax law is expected to favorably affect cash taxes. There were 190,339,781 common shares outstanding as of October 30, 2025.

The Wendy’s Company (WEN) furnished a press release reporting financial results for the fiscal quarter ended September 28, 2025, as Exhibit 99.1. The materials under Item 2.02 are furnished, not filed, and are not incorporated by reference into other filings.

The Board also amended and restated the By-Laws on November 5, 2025. Key updates include:

• Procedures for stockholders to request a record date for action by written consent.
• Information required for written-consent record date requests aligned with annual-meeting disclosures.
• Additional mechanical procedures for action by written consent.
• Removal of the requirement to make a stockholder list available at meetings, consistent with DGCL changes.
• Senior Vice Chair and Vice Chair roles made optional.
• Other technical, conforming, modernizing and clarifying changes.

Kristin A. Dolan, a Wendy's Co (WEN) director, was issued 1,347 shares of Common Stock on 10/01/2025 in lieu of her quarterly board and committee cash retainers. The shares were issued under the company’s 2020 Omnibus Award Plan at a per-share price of $9.72, which is calculated as the average closing price over the 20 trading days immediately before the retainer payment date. Following the issuance, Ms. Dolan beneficially owns 45,144 shares. The filing was submitted by an attorney-in-fact on 10/02/2025 and identifies Ms. Dolan’s reporting relationship as a Director of the issuer.

Peter W. May, a director and 10% owner of Wendy's Co (WEN), received 3,295 shares of Common Stock on 10/01/2025 under the company’s 2020 Omnibus Award Plan in lieu of quarterly cash retainer fees; the per-share price used for the award was $9.72. After this issuance, Mr. May’s reported direct beneficial ownership is 5,532,177 shares. The filing also discloses indirect beneficial ownership of 14,943,466 shares held by Trian Partners entities, for which Trian Fund Management serves as manager and Mr. May may be deemed to share voting and dispositive power. The report was signed by an attorney-in-fact on behalf of Mr. May.

Wendy's Co (WEN) Form 4: Liliana Esposito, Chief Corporate Affairs & Sustainability Officer, received 1,128 restricted stock units (RSUs) as dividend equivalent units on September 16, 2025. Each RSU represents a contingent right to one share of common stock and carries tandem dividend equivalent and tax withholding rights. Following these issuances, Ms. Esposito beneficially owns 78,254 shares of common stock directly. The RSUs vest in scheduled installments between August 2026 and August 2028, subject to continued employment, and were reported on the Form 4 signed by Mark L. Johnson on behalf of the reporting person.