Wendy's Q3 2026 net income falls to $15.1M
Franchisee payment delays and deferrals contributed to lower operating cash flow; Wendy’s expects available liquidity to cover operating needs for 12 months.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Wendy’s (WEN) reported third-quarter 2026 revenue of $547.0 million, versus $549.5 million a year earlier, while net income fell to $15.1 million from $44.3 million. Global same-restaurant sales, excluding Argentina, declined 5.2%, and global systemwide sales declined 5.9% on a constant currency basis.
For the first nine months of 2026, revenue was $1.66 billion versus $1.63 billion, net income was $70.4 million versus $138.6 million, and operating cash flow was $239.0 million versus $275.3 million. Wendy’s said franchisee payment delays and deferrals reduced operating cash flow. Cash, cash equivalents and restricted cash totaled $432.0 million as of September 27, 2026; Wendy’s expects available cash and operating cash flows to meet operating requirements for the next 12 months.
Wendy’s announced a location-specific breakfast strategy making breakfast optional for all U.S. restaurants. It declared a $0.07-per-share dividend payable December 15, 2026, to stockholders of record December 1, and announced Dave’s Way, a multi-year strategy focused on customer traffic, market share and restaurant profitability.
0 points · 0 major0 major · 3 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Moderate pointThird-quarter net income fell to $15.1 million from $44.3 million.
- Moderate pointNine-month operating cash flow fell to $239.0 million from $275.3 million.
- Moderate pointQuarterly dividend was $0.07 per share, after two $0.14 payments.
Filing Explained
The declared seven-cent dividend is below the fourteen-cent payments made in March and June.
In this Form 10-Q, Wendy’s reports no shares repurchased under its January 2023 authorization during the first nine months;
The December dividend is
Key Figures
Third-quarter revenue: $547.0 million
Third-quarter net income: $15.1 million
Global same-restaurant sales: -5.2%
+5 more
8 metrics
Third-quarter revenue
$547.0 million
Third quarter 2026; $549.5 million in third quarter 2025
Third-quarter net income
$15.1 million
Third quarter 2026; $44.3 million in third quarter 2025
Global same-restaurant sales
-5.2%
Third quarter 2026; excludes Argentina
Global systemwide sales
-5.9%
Third quarter 2026, on a constant currency basis; excludes Argentina
Operating cash flow
$239.0 million
First nine months of 2026; $275.3 million in the first nine months of 2025
Cash, cash equivalents and restricted cash
$432.0 million
As of September 27, 2026
Dividend
$0.07 per share
Payable December 15, 2026, to stockholders of record as of December 1, 2026
Digital sales
Approximately 24.9%
Share of global systemwide sales in third quarter 2026, compared with approximately 21.0% in third quarter 2025
Key Terms
same-restaurant sales, systemwide sales, segment adjusted EBITDA, securitized financing facility, +1 more
5 terms
same-restaurant sales financial
"global same-restaurant sales decreased 5.2%"
Same-restaurant sales measure how revenue from locations open for a full prior period compares to revenue from those same locations in the current period, isolating performance at existing stores rather than growth from new ones. Investors care because it reveals whether a business is selling more to the same customers or improving pricing and efficiency—like checking whether a bakery is selling more loaves at the same shops rather than just opening more bakeries—and helps judge organic growth and management execution.
systemwide sales financial
"Global systemwide sales were $3.33 billion"
Systemwide sales are the combined revenue generated by all locations and channels that operate under a brand, including both company-owned outlets and franchised or independently operated sites. For investors, this is like looking at a chain’s entire footprint to see whether the business is expanding or shrinking overall, offering a clearer picture of demand and growth potential than revenue from just the corporate-owned portion alone.
segment adjusted EBITDA financial
"The Company measures segment profit using segment adjusted EBITDA"
Segment adjusted EBITDA is a measure of how much profit a specific part of a company generates from its everyday operations, before counting interest, taxes, depreciation, amortization and one‑off items. Investors use it like checking the fuel efficiency of one car in a fleet: it helps compare which business lines truly earn money, evaluate trend performance, and decide where to invest or cut costs without distortions from financing or accounting choices.
securitized financing facility financial
"borrowings under our securitized financing facility"
A securitized financing facility is a loan or line of credit that is backed by a pool of financial assets—such as loans, leases, or receivables—packaged together and used as collateral. Think of it like borrowing money against a bundled set of IOUs: the lender looks to the payments from that bundle, not the borrower’s general cash, for repayment. Investors watch these facilities because they affect a company’s access to cash, the risk that asset payments will fall short, and how much debt appears on the balance sheet.
deferred franchise fees financial
"information about receivables and contract liabilities (deferred franchise fees)"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue and net income did WEN report for Q3 2026?
WEN reported $547.0 million in revenue and $15.1 million in net income for the third quarter of 2026. Revenue was $549.5 million and net income was $44.3 million for the third quarter of 2025.
When is WEN’s next dividend payable?
Wendy’s announced a $0.07 per-share dividend, payable December 15, 2026, to stockholders of record as of December 1, 2026.
Why did WEN’s operating cash flow decline in the first nine months of 2026?
Operating cash flow was $239.0 million, compared with $275.3 million in the first nine months of 2025. Wendy’s attributed the decrease primarily to lower net income, adjusted for non-cash expenses, and payment delays and deferrals for certain franchisees, partly offset by lower income tax payments and the timing of national advertising fund marketing payments.
What changed in WEN’s U.S. breakfast strategy?
Wendy’s announced a location-specific revision that makes breakfast optional for all U.S. restaurants. The company said the change allows franchisees to focus on the dayparts with the greatest opportunity for profitable growth in their businesses.
How much could WEN draw from its revolving financing facility?
Wendy’s maintains a revolving financing facility that allows it to draw up to $300.0 million. The company also reported $432.0 million in cash, cash equivalents and restricted cash as of September 27, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
See more from StockTitan in Google Search and AI answers.
Adds StockTitan as a preferred source · opens Google
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended September 27, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the transition period from ______________ to _______________
Commission file number: 1-2207
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(614 ) 764-3100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
There were 191,242,899 shares of The Wendy’s Company common stock outstanding as of October 29, 2026.
THE WENDY’S COMPANY AND SUBSIDIARIES
INDEX TO FORM 10-Q
| Page | |||||
PART I: FINANCIAL INFORMATION | |||||
Item 1. Financial Statements | 4 | ||||
Unaudited Condensed Consolidated Balance Sheets as of September 27, 2026 and December 28, 2025 | 4 | ||||
Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 27, 2026 and September 28, 2025 | 5 | ||||
Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 27, 2026 and September 28, 2025 | 6 | ||||
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 27, 2026 and September 28, 2025 | 7 | ||||
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 27, 2026 and September 28, 2025 | 9 | ||||
Notes to Condensed Consolidated Financial Statements | 10 | ||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28 | ||||
Item 3. Quantitative and Qualitative Disclosures about Market Risk | 43 | ||||
Item 4. Controls and Procedures | 43 | ||||
PART II: OTHER INFORMATION | 44 | ||||
Item 1. Legal Proceedings | 46 | ||||
Item 1A. Risk Factors | 46 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 49 | ||||
Item 6. Exhibits | 50 | ||||
Signatures | 51 | ||||
3
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
THE WENDY’S COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands Except Par Value)
| September 27, 2026 | December 28, 2025 | ||||||||||
| ASSETS | (Unaudited) | ||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Accounts and notes receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Advertising funds restricted assets | |||||||||||
| Total current assets | |||||||||||
| Properties | |||||||||||
| Finance lease assets | |||||||||||
| Operating lease assets | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets | |||||||||||
| Investments | |||||||||||
| Net investment in sales-type and direct financing leases | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | $ | |||||||||
| Current portion of finance lease liabilities | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Accounts payable | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Advertising funds restricted liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Long-term finance lease liabilities | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Deferred franchise fees | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
Common stock held in treasury, at cost; | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
4
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands Except Per Share Amounts)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | September 27, 2026 | September 28, 2025 | ||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| Franchise royalty revenue and fees | |||||||||||||||||||||||
| Franchise rental income | |||||||||||||||||||||||
| Advertising funds revenue | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Franchise support and other costs | |||||||||||||||||||||||
| Franchise rental expense | |||||||||||||||||||||||
| Advertising funds expense | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below) | |||||||||||||||||||||||
| Amortization of cloud computing arrangements | |||||||||||||||||||||||
| Portfolio and system optimization gains, net | ( | ( | ( | ( | |||||||||||||||||||
| Reorganization and realignment costs | ( | ||||||||||||||||||||||
| Impairment of long-lived assets | |||||||||||||||||||||||
| Other operating income, net | ( | ( | ( | ( | |||||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Investment loss, net | ( | ||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Provision for income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic and diluted net income per share | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
5
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | September 27, 2026 | September 28, 2025 | ||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
6
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In Thousands)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Common Stock Held in Treasury | Accumulated Other Comprehensive Loss | Total | ||||||||||||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||||||||||||||
| Balance at December 28, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||
| Cash dividends | ( | ( | |||||||||||||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||||||||||||||
| Common stock issued upon vesting of restricted shares | ( | ( | |||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||
| Balance at March 29, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||
| Cash dividends | ( | ( | |||||||||||||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||||||||||||||
| Common stock issued upon vesting of restricted shares | ( | ( | |||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||
| Balance at June 28, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||
| Cash dividends | ( | ( | |||||||||||||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||||||||||||||
| Common stock issued upon vesting of restricted shares | ( | ( | |||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||
| Balance at September 27, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
7
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY—CONTINUED
(In Thousands)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Common Stock Held in Treasury | Accumulated Other Comprehensive Loss | Total | ||||||||||||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||||||||||||||
| Balance at December 29, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||
| Cash dividends | ( | ( | |||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | |||||||||||||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||||||||||||||
Common stock issued upon exercises of stock options | ( | ||||||||||||||||||||||||||||||||||
Common stock issued upon vesting of restricted shares | ( | ( | |||||||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||||||||
| Balance at March 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||
| Cash dividends | ( | ( | |||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | |||||||||||||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||||||||||||||
Common stock issued upon exercises of stock options | ( | ||||||||||||||||||||||||||||||||||
Common stock issued upon vesting of restricted shares | ( | ( | |||||||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||||||||
| Balance at June 29, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||
| Cash dividends | ( | ( | |||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | |||||||||||||||||||||||||||||||||
| Share-based compensation | ( | ( | |||||||||||||||||||||||||||||||||
Common stock issued upon exercises of stock options | ( | ||||||||||||||||||||||||||||||||||
Common stock issued upon vesting of restricted shares | ( | ( | |||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||
| Balance at September 28, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
8
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
| Nine Months Ended | |||||||||||
| September 27, 2026 | September 28, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below) | |||||||||||
| Amortization of cloud computing arrangements | |||||||||||
| Share-based compensation | |||||||||||
| Impairment of long-lived assets | |||||||||||
| Deferred income tax | ( | ||||||||||
| Non-cash rental expense, net | |||||||||||
| Change in operating lease liabilities | ( | ( | |||||||||
| Net receipt of deferred vendor incentives | |||||||||||
| Portfolio and system optimization gains, net | ( | ( | |||||||||
| Distributions received from joint ventures, net of equity in earnings | |||||||||||
| Long-term debt-related activities, net | |||||||||||
| Cloud computing arrangements expenditures | ( | ( | |||||||||
| Changes in operating assets and liabilities and other, net | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Franchise development fund | ( | ( | |||||||||
| Acquisitions | ( | ||||||||||
| Dispositions | |||||||||||
| Notes receivable, net | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from long-term debt | |||||||||||
| Repayments of long-term debt | ( | ( | |||||||||
| Repayments of finance lease liabilities | ( | ( | |||||||||
| Deferred financing costs | ( | ||||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Dividends | ( | ( | |||||||||
| Proceeds from stock option exercises | |||||||||||
| Payments related to tax withholding for share-based compensation | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net cash provided by (used in) operations before effect of exchange rate changes on cash | ( | ||||||||||
| Effect of exchange rate changes on cash | ( | ||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
9
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)
(1) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of The Wendy’s Company (“The Wendy’s Company” and, together with its subsidiaries, the “Company,” “we,” “us” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and, therefore, do not include all information and footnotes required by GAAP for complete financial statements. In our opinion, the Financial Statements contain all adjustments of a normal recurring nature necessary to present fairly our financial position as of September 27, 2026, the results of our operations for the three and nine months ended September 27, 2026 and September 28, 2025 and cash flows for the nine months ended September 27, 2026 and September 28, 2025. The results of operations for the nine months ended September 27, 2026 are not necessarily indicative of the results to be expected for the full 2026 fiscal year. The Financial Statements should be read in conjunction with the audited consolidated financial statements for The Wendy’s Company and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 (the “Form 10-K”).
The principal 100% owned subsidiary of the Company is Wendy’s International, LLC and its subsidiaries (“Wendy’s”). The Company manages and internally reports its business in the following segments: (1) Wendy’s U.S., (2) Wendy’s International and (3) Global Real Estate & Development. See Note 19 for further information.
We report on a fiscal year consisting of 52 or 53 weeks ending on the Sunday closest to or on December 31. All three- and nine-month periods presented herein contain 13 weeks and 39 weeks, respectively. All references to years, quarters and months relate to fiscal periods rather than calendar periods.
Our significant interim accounting policies include the recognition of advertising funds expense in proportion to advertising funds revenue.
(2) Accounts and Notes Receivable, Net
| September 27, 2026 | December 28, 2025 | ||||||||||||||||||||||||||||||||||
| Gross | Allowance for Doubtful Accounts | Net | Gross | Allowance for Doubtful Accounts | Net | ||||||||||||||||||||||||||||||
| Accounts receivable (a) (b) | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Notes receivable from franchisees (c) (d) | ( | ( | |||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
(a)Consist primarily of royalties, rents, property taxes and franchise fees due from franchisees, refundable income taxes, credit card receivables and insurance receivables.
(b)Includes income tax refund receivables of $611 and $17,055 as of September 27, 2026 and December 28, 2025, respectively.
(c)Includes the current portion of sales-type and direct financing lease receivables of $11,379 and $10,932 , respectively.
10
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)
(d)Includes notes receivable related to a joint venture in Brazil (the “Brazil JV”) of $3,888 3,888 and $2,444 , respectively, on the loans outstanding related to the Brazil JV.
The following is a rollforward of the allowance for doubtful accounts:
| Accounts Receivable | Notes Receivable | Total | |||||||||||||||
Nine Months Ended September 27, 2026 | |||||||||||||||||
Balance at December 28, 2025 | $ | $ | $ | ||||||||||||||
| Provision for doubtful accounts | |||||||||||||||||
| Uncollectible accounts written off, net of recoveries | ( | ( | |||||||||||||||
Balance at September 27, 2026 | $ | $ | $ | ||||||||||||||
Nine Months Ended September 28, 2025 | |||||||||||||||||
Balance at December 29, 2024 | $ | $ | $ | ||||||||||||||
| Provision for doubtful accounts | ( | ||||||||||||||||
| Uncollectible accounts written off, net of recoveries | ( | ( | ( | ||||||||||||||
Balance at September 28, 2025 | $ | $ | $ | ||||||||||||||
(3) Advertising Funds
Restricted assets and liabilities of the Company’s national advertising funds for the U.S. and Canada (the “Advertising Funds”) at September 27, 2026 and December 28, 2025 are as follows:
| September 27, 2026 | December 28, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Other assets | |||||||||||
| Advertising funds restricted assets | $ | $ | |||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Advertising funds restricted liabilities | $ | $ | |||||||||
| Supplemental balance sheet information: | |||||||||||
| Accounts receivable, gross | $ | $ | |||||||||
| Allowance for doubtful accounts | ( | ( | |||||||||
| Accounts receivable, net | $ | $ | |||||||||
The following is a rollforward of the allowance for doubtful accounts of the Advertising Funds:
| Nine Months Ended | |||||||||||
| September 27, 2026 | September 28, 2025 | ||||||||||
| Allowance for doubtful accounts at beginning of period | $ | $ | |||||||||
| Provision for doubtful accounts | |||||||||||
| Uncollectible accounts written off, net of recoveries | ( | ( | |||||||||
| Allowance for doubtful accounts at end of period | $ | $ | |||||||||
11
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)
(4) Revenue
Disaggregation of Revenue
The following tables disaggregate revenue by segment and source:
| Wendy’s U.S. | Wendy’s International | Global Real Estate & Development | Total | ||||||||||||||||||||
Three Months Ended September 27, 2026 | |||||||||||||||||||||||
| Sales at Company-operated restaurants | $ | $ | $ | $ | |||||||||||||||||||
| Franchise royalty revenue | |||||||||||||||||||||||
| Franchise fees | |||||||||||||||||||||||
| Franchise rental income | |||||||||||||||||||||||
| Advertising funds revenue | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
Three Months Ended September 28, 2025 | |||||||||||||||||||||||
| Sales at Company-operated restaurants | $ | $ | $ | $ | |||||||||||||||||||
| Franchise royalty revenue | |||||||||||||||||||||||
| Franchise fees | |||||||||||||||||||||||
| Franchise rental income | |||||||||||||||||||||||
| Advertising funds revenue | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
Nine Months Ended September 27, 2026 | |||||||||||||||||||||||
| Sales at Company-operated restaurants | $ | $ | $ | $ | |||||||||||||||||||
| Franchise royalty revenue | |||||||||||||||||||||||
| Franchise fees | |||||||||||||||||||||||
| Franchise rental income | |||||||||||||||||||||||
| Advertising funds revenue | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
Nine Months Ended September 28, 2025 | |||||||||||||||||||||||
| Sales at Company-operated restaurants | $ | $ | $ | $ | |||||||||||||||||||
| Franchise royalty revenue | |||||||||||||||||||||||
| Franchise fees | |||||||||||||||||||||||
| Franchise rental income | |||||||||||||||||||||||
| Advertising funds revenue | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
12
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)
Contract Balances
The following table provides information about receivables and contract liabilities (deferred franchise fees) from contracts with customers:
| September 27, 2026 (a) | December 28, 2025 (a) | ||||||||||
Receivables, which are included in “Accounts and notes receivable, net” (b) | $ | $ | |||||||||
Receivables, which are included in “Advertising funds restricted assets” | |||||||||||
| Deferred franchise fees (c) | |||||||||||
_______________
(a)Excludes funds collected from the sale of gift cards, which are primarily reimbursed to franchisees upon redemption at franchised restaurants and do not ultimately result in the recognition of revenue in the Company’s condensed consolidated statements of operations.
(b)Includes receivables related to “Sales” and “Franchise royalty revenue and fees.”
(c)Deferred franchise fees are included in “Accrued expenses and other current liabilities” and “Deferred franchise fees” and totaled $9,073 and $80,078 , respectively, as of September 27, 2026, and $10,540 and $87,956 , respectively, as of December 28, 2025.
Significant changes in deferred franchise fees are as follows:
| Nine Months Ended | |||||||||||
| September 27, 2026 | September 28, 2025 | ||||||||||
| Deferred franchise fees at beginning of period | $ | $ | |||||||||
Revenue recognized during the period | ( | ( | |||||||||
| New deferrals due to cash received and other | |||||||||||
| Deferred franchise fees at end of period | $ | $ | |||||||||
Anticipated Future Recognition of Deferred Franchise Fees
The following table reflects the estimated franchise fees to be recognized in the future related to performance obligations that are unsatisfied at the end of the period:
| Estimate for fiscal year: | |||||
| 2026 (a) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| $ | |||||
_______________
(a)Represents franchise fees expected to be recognized for the remainder of 2026, which includes development-related franchise fees expected to be recognized over a duration of one year or less.
13
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)
(5) Leases
Nature of Leases
The Company operates restaurants that are located on sites owned by us and sites leased by us from third parties. In addition, the Company owns sites and leases sites from third parties, which it leases and/or subleases to franchisees. The Company also leases restaurant, office and transportation equipment. As of September 27, 2026, the nature of restaurants operated by the Company and its franchisees was as follows:
| September 27, 2026 | |||||
| Company-operated restaurants: | |||||
| Owned land and building | |||||
| Owned building and held long-term land leases | |||||
| Leased land and building | |||||
| Total Company-operated restaurants | |||||
| Franchisee-operated restaurants: | |||||
| Company-owned properties leased to franchisees | |||||
| Company-leased properties subleased to franchisees | |||||
| Other franchisee-operated restaurants | |||||
| Total franchisee-operated restaurants | |||||
| Total Company-operated and franchisee-operated restaurants | |||||
Company as Lessee
The components of lease cost are as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | September 27, 2026 | September 28, 2025 | ||||||||||||||||||||
| Finance lease cost: | |||||||||||||||||||||||
| Amortization of finance lease assets | $ | $ | $ | $ | |||||||||||||||||||
| Interest on finance lease liabilities | |||||||||||||||||||||||
| Operating lease cost | |||||||||||||||||||||||
| Variable lease cost (a) | |||||||||||||||||||||||
| Short-term lease cost | |||||||||||||||||||||||
| Total operating lease cost (b) | |||||||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | |||||||||||||||||||
_______________
(a)Includes expenses for executory costs of $10,436 and $10,367 for the three months ended September 27, 2026 and September 28, 2025, respectively, and $31,272 and $31,339 for the nine months ended September 27, 2026 and September 28, 2025, respectively, for which the Company is reimbursed by sublessees.
(b)Includes $30,361 and $30,899 for the three months ended September 27, 2026 and September 28, 2025, respectively, and $88,354 and $94,120 for the nine months ended September 27, 2026 and September 28, 2025, respectively, recorded to “Franchise rental expense” for leased properties that are subsequently leased to franchisees. Also includes $6,922 and $6,886 for the three months ended September 27, 2026 and September 28, 2025, respectively, and $20,726 and $20,773 for the nine months ended September 27, 2026 and September 28, 2025, respectively, recorded to “Cost of sales” for leases for Company-operated restaurants.
14
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)
Company as Lessor
The components of lease income are as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | September 27, 2026 | September 28, 2025 | ||||||||||||||||||||
| Sales-type and direct-financing leases: | |||||||||||||||||||||||
| Selling profit | $ | $ | $ | $ | |||||||||||||||||||
| Interest income (a) | |||||||||||||||||||||||
| Operating lease income | |||||||||||||||||||||||
| Variable lease income | |||||||||||||||||||||||
| Franchise rental income (b) | $ | $ | $ | $ | |||||||||||||||||||
_______________
(a)Included in “Interest expense, net.”
(b)Includes sublease income of $43,439 and $41,548 recognized during the three months ended September 27, 2026 and September 28, 2025, respectively, and $123,580 and $128,999 for the nine months ended September 27, 2026 and September 28, 2025, respectively. Sublease income includes lessees’ variable payments to the Company for executory costs of $10,384 and $10,439 for the three months ended September 27, 2026 and September 28, 2025, respectively, and $31,151 and $31,148 for the nine months ended September 27, 2026 and September 28, 2025, respectively.
(6) Investments
Equity Method Investment
Wendy’s has a 50 % share in a partnership in a Canadian restaurant real estate joint venture (“TimWen”) with a subsidiary of Restaurant Brands International Inc., a quick-service restaurant company that owns the Tim Hortons® brand (Tim Hortons is a registered trademark of Tim Hortons USA Inc.). The Company has significant influence over this investee. Such investment is accounted for using the equity method, under which our results of operations include our share of the income of the investee in “Other operating income, net.”
Presented below is activity related to our investment in TimWen included in our condensed consolidated financial statements:
| Nine Months Ended | |||||||||||
| September 27, 2026 | September 28, 2025 | ||||||||||
| Balance at beginning of period | $ | $ | |||||||||
| Equity in earnings for the period | |||||||||||
| Amortization of purchase price adjustments (a) | ( | ( | |||||||||
| Distributions received | ( | ( | |||||||||
Foreign currency translation adjustment included in “Other comprehensive income (loss)” | ( | ||||||||||
| Balance at end of period | $ | $ | |||||||||
_______________
15
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)
(a)Purchase price adjustments that impacted the carrying value of the Company’s investment in TimWen are being amortized over the average original aggregate life of 21
Other Investments in Equity Securities
(7) Long-Term Debt
Long-term debt consisted of the following:
| September 27, 2026 | December 28, 2025 | ||||||||||
| Class A-2 Notes: | |||||||||||
| $ | $ | ||||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| Less amounts payable within one year | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
Other Long-Term Debt
Wendy’s U.S. advertising fund has a revolving line of credit, which was established to support the Company’s advertising fund operations and bears interest at the Secured Overnight Financing Rate (“SOFR”) plus 2.25 %. Borrowings under the line of credit are guaranteed by Wendy’s. During the three months ended March 29, 2026, the Company borrowed and repaid $11,500 3,600 2,700 15,000 to $25,000 and borrowed and repaid $15,950 21,100 no outstanding borrowings under the revolving line of credit.
(8) Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques under the accounting guidance related to fair value measurements are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. These inputs are classified into the following hierarchy:
16
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)
•Level 1 Inputs - Quoted prices for identical assets or liabilities in active markets.
•Level 2 Inputs - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
•Level 3 Inputs - Pricing inputs are unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value require significant management judgment or estimation.
Financial Instruments
The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments:
| September 27, 2026 | December 28, 2025 | ||||||||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | Fair Value Measurements | |||||||||||||||||||||||||
| Financial assets | |||||||||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | Level 1 | ||||||||||||||||||||||||
| Financial liabilities (a) | |||||||||||||||||||||||||||||
| Series 2025-1 Class A-2-I Notes | Level 2 | ||||||||||||||||||||||||||||
| Series 2022-1 Class A-2-I Notes | Level 2 | ||||||||||||||||||||||||||||
| Series 2022-1 Class A-2-II Notes | Level 2 | ||||||||||||||||||||||||||||
| Series 2021-1 Class A-2-I Notes | Level 2 | ||||||||||||||||||||||||||||
| Series 2021-1 Class A-2-II Notes | Level 2 | ||||||||||||||||||||||||||||
| Series 2019-1 Class A-2-II Notes | Level 2 | ||||||||||||||||||||||||||||
| Series 2018-1 Class A-2-II Notes | Level 2 | ||||||||||||||||||||||||||||
_______________
(a)The fair values were based on quoted market prices in markets that are not considered active markets.
The carrying amounts of cash, accounts payable and accrued expenses approximate fair value due to the short-term nature of those items. The carrying amounts of accounts and notes receivable, net (both current and non-current) approximate fair value due to the effect of the related allowance for doubtful accounts. Our cash equivalents are the only financial assets measured and recorded at fair value on a recurring basis.
Non-Recurring Fair Value Measurements
Assets and liabilities remeasured to fair value on a non-recurring basis resulted in impairment that we have recorded to “Impairment of long-lived assets” in our condensed consolidated statements of operations.
17
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)
Total impairment losses may reflect the impact of remeasuring long-lived assets held and used (including land, buildings, leasehold improvements, favorable lease assets and right-of-use assets) to fair value as a result of (1) the deterioration in operating performance of certain Company-operated restaurants and (2) the Company’s decision to lease and/or sublease the land and/or buildings to franchisees in connection with the sale or anticipated sale of restaurants, including any subsequent lease modifications. The fair values of long-lived assets held and used presented in the tables below represent the remaining carrying value and were estimated based on either discounted cash flows of future anticipated lease and sublease income or discounted cash flows of future anticipated Company-operated restaurant performance. Total impairment losses may also include the impact of remeasuring long-lived assets held for sale. The fair values of long-lived assets held for sale presented in the tables below represent the remaining carrying value and were estimated based on current market values. See Note 14 for further information regarding impairment of our long-lived assets.
| Fair Value Measurements | |||||||||||||||||||||||
| September 27, 2026 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| Held and used | $ | $ | $ | $ | |||||||||||||||||||
| Held for sale | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Fair Value Measurements | |||||||||||||||||||||||
| December 28, 2025 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| Held and used | $ | $ | $ | $ | |||||||||||||||||||
| Held for sale | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(9) Income Taxes
The Company’s effective tax rate for the three months ended September 27, 2026 and September 28, 2025 was 40.7 % and 30.0 %, respectively. The Company’s effective tax rate varied from the U.S. federal statutory rate of 21
The Company’s effective tax rate for the nine months ended September 27, 2026 and September 28, 2025 was 34.9 % and 28.6 %, respectively. The Company’s effective tax rate varied from the U.S. federal statutory rate of 21
18
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)
(10) Net Income Per Share
The calculation of basic and diluted net income per share was as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | September 27, 2026 | September 28, 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Common stock: | |||||||||||||||||||||||
| Weighted average basic shares outstanding | |||||||||||||||||||||||
Dilutive effect of stock options and restricted shares | |||||||||||||||||||||||
| Weighted average diluted shares outstanding | |||||||||||||||||||||||
| Basic and diluted net income per share | $ | $ | $ | $ | |||||||||||||||||||
Basic net income per share for the three and nine months ended September 27, 2026 and September 28, 2025 was computed by dividing net income amounts by the weighted average number of shares of common stock outstanding. Diluted net income per share was computed by dividing net income by the weighted average number of basic shares outstanding plus the potential common share effect of dilutive stock options and restricted shares. We excluded potential common shares of 13,477 and 12,640 for the three and nine months ended September 27, 2026, respectively, and 10,193 and 8,823 for the three and nine months ended September 28, 2025, respectively, from our diluted net income per share calculation as they would have had anti-dilutive effects.
(11) Stockholders’ Equity
Dividends
During the first, second, and third quarters of 2026, the Company paid dividends per share of $.14 , $.14 and $.07 , respectively. During the first, second, and third quarters of 2025, the Company paid dividends per share of $.25 , $.14 and $.14 , respectively.
Repurchases of Common Stock
In January 2023, our Board of Directors authorized a repurchase program for up to $500,000 of our common stock through February 28, 2027, when and if market conditions warrant and to the extent legally permissible (the “January 2023 Authorization”). During the nine months ended September 27, 2026, no shares were repurchased under the January 2023 Authorization. During the nine months ended September 27, 2026, the Company paid $1,922 in excise tax on shares repurchased during 2025. As of September 27, 2026, the Company had $35,000 of availability remaining under the January 2023 Authorization.
During the nine months ended September 28, 2025, the Company repurchased 14,361 shares under the January 2023 Authorization with an aggregate purchase price of $200,000 , excluding excise tax of $1,930 and commissions of $201 . During the nine months ended September 28, 2025, the Company paid $565 in excise tax on shares repurchased during 2024.
19
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)
Accumulated Other Comprehensive Loss
The following table provides a rollforward of accumulated other comprehensive loss, which is entirely comprised of foreign currency translation:
| Nine Months Ended | |||||||||||
| September 27, 2026 | September 28, 2025 | ||||||||||
| Balance at beginning of period | $ | ( | $ | ( | |||||||
Foreign currency translation | ( | ||||||||||
| Balance at end of period | $ | ( | $ | ( | |||||||
Stockholder Rights Plan
On November 4, 2026, the Board of Directors (excluding the directors affiliated with Trian Fund Management, L.P.) adopted a stockholder rights plan and authorized and declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock to stockholders of record at the close of business on November 16, 2026. The Rights will generally become exercisable if a person or group acquires beneficial ownership of 15 % or more of the outstanding shares of the Company’s common stock or if a person or group that currently beneficially owns 15 % or more of the outstanding shares of the Company’s common stock acquires additional shares (in each case, including in economic exposure through certain derivatives contracts as described in the Rights Agreement), in each case, without the approval of the Board of Directors or the committee of independent, disinterested directors of the Company, subject to certain exceptions. If the Rights become exercisable, all holders of Rights (other than the triggering person or group) will be entitled to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, $0.10 par value per share, of the Company (the “Preferred Shares”) at a purchase price of $37.00 per one one-thousandth of a Preferred Share, subject to adjustment as provided in the Rights Agreement (as defined below). The terms of the Rights are set forth in the Rights Agreement, dated as of November 4, 2026, by and between the Company and Equiniti Trust Company, LLC, as rights agent (the “Rights Agreement”). The Rights will expire on November 3, 2027, unless the Rights are earlier redeemed or exchanged by the Company.
(12) Portfolio and System Optimization Gains, Net
During the third quarter of 2026, the Company established Dave’s Way, a multi-year strategy focused on growing customer traffic and market share while strengthening restaurant profitability. In support of this strategy, the Company launched a new portfolio optimization initiative focused on strengthening franchisee economics, aligning restaurants with high-performing operators and creating greater long-term value across the system. The new portfolio optimization initiative has replaced the Company’s prior system optimization initiative. While the Company’s prior system optimization initiative was established to focus on opportunities to transition certain Company-operated restaurants to franchise operators, the portfolio optimization initiative takes a broader, more strategic approach to optimizing the Wendy’s restaurant portfolio in the United States, with an increased focus on restaurant and franchisee performance and long-term value creation. Although the strategic focus of the portfolio optimization initiative differs from that of the prior system optimization initiative, the nature of the activities and associated costs are consistent as both initiatives involve transactions such as evaluating strategic acquisitions of franchised restaurants, pursuing strategic dispositions of Company-operated restaurants to existing and new franchisees, facilitating franchisee-to-franchisee restaurant transfers (“Franchise Flips”), working with franchisees and lenders to optimize their restaurant portfolios and, at times, closing certain underperforming restaurants. Through these activities, the Company seeks to optimize restaurant ownership structures, strengthen the franchisee base, support franchisee economics and drive sustainable system growth.
During the nine months ended September 27, 2026 and September 28, 2025, the Company facilitated 69 and one Franchise Flips, respectively. Additionally, during the nine months ended September 27, 2026 and September 28, 2025, the Company completed the sale of four and five Company-operated restaurants to franchisees, respectively.
Gains and losses recognized on dispositions for both our prior system optimization initiative and the current portfolio optimization initiative are recorded to “Portfolio and system optimization gains, net” in our condensed consolidated statements
20
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)
of operations. Costs related to acquisitions and dispositions under our portfolio optimization initiative are recorded to “Reorganization and realignment costs.” All other costs incurred related to facilitating Franchise Flips are recorded to “Franchise support and other costs.”
The following is a summary of the disposition activity recorded as a result of our portfolio and system optimization initiatives:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | September 27, 2026 | September 28, 2025 | ||||||||||||||||||||
| Number of restaurants sold to franchisees | |||||||||||||||||||||||
| Proceeds from sales of restaurants (a) | $ | $ | $ | $ | |||||||||||||||||||
| Net assets sold (b) | ( | ( | |||||||||||||||||||||
| Other | ( | ( | ( | ||||||||||||||||||||
| Loss on sales of restaurants, net | ( | ||||||||||||||||||||||
| Post-closing adjustments on sales of restaurants | ( | ( | ( | ( | |||||||||||||||||||
| Loss on sales of restaurants, net | ( | ( | ( | ( | |||||||||||||||||||
| Gain on sales of other assets, net (c) | |||||||||||||||||||||||
| Portfolio and system optimization gains, net | $ | $ | $ | $ | |||||||||||||||||||
_______________
(a)During the nine months ended September 27, 2026, the Company received net cash proceeds of $2,392 related to the sale of Company-operated restaurants as part of the Company’s strategic build to suit development fund. These proceeds are included within operating activities in the Company’s condensed consolidated statements of cash flows.
(b)Net assets sold consisted primarily of equipment.
(c)During the three and nine months ended September 27, 2026, the Company received net cash proceeds of $8,700 and $13,364 , respectively, primarily from the sale of surplus and other properties. During the three and nine months ended September 28, 2025, the Company received net cash proceeds of $5 and $1,305 , respectively, primarily from the sale of surplus and other properties.
Assets Held for Sale
As of September 27, 2026 and December 28, 2025, the Company had assets held for sale of $25,773 and $3,696 , respectively, primarily consisting of surplus properties. Assets held for sale are included in “Prepaid expenses and other current assets.”
(13) Reorganization and Realignment Costs
The following is a summary of the initiatives included in “Reorganization and realignment costs:”
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | September 27, 2026 | September 28, 2025 | ||||||||||||||||||||
| Portfolio optimization initiative | $ | $ | $ | $ | |||||||||||||||||||
| Organizational Redesign Plan | ( | ( | ( | ||||||||||||||||||||
| Other reorganization and realignment plans | |||||||||||||||||||||||
| Reorganization and realignment costs | $ | $ | $ | $ | ( | ||||||||||||||||||
21
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)
Portfolio Optimization Initiative
The Company recognizes costs related to acquisitions and dispositions under its portfolio optimization initiative. During the three months ended September 27, 2026, the Company recognized costs totaling $2,841 comprised of third-party and other costs. During the remainder of 2026, the Company expects to incur approximately $2,000 of additional costs in connection with our portfolio optimization initiative, comprised of third-party and other costs.
As of September 27, 2026, the accruals for our portfolio optimization initiative are included in “Accrued expenses and other current liabilities.” The table below presents a rollforward of accruals for the portfolio optimization initiative.
Balance December 28, 2025 | Charges | Payments | Balance September 27, 2026 | ||||||||||||||||||||
| Third-party and other costs | $ | $ | $ | ( | $ | ||||||||||||||||||
Organizational Redesign
In February 2023, the Board of Directors approved a plan to redesign the Company’s organizational structure to better support the execution of the Company’s long-term growth strategy by maximizing organizational efficiency and streamlining decision making (the “Organizational Redesign Plan”). Additionally, in January 2024, the Board of Directors announced the appointment of a new President and Chief Executive Officer and the departure of the Company’s previous President and Chief Executive Officer. During the nine months ended September 27, 2026 and September 28, 2025, the Company recognized costs totaling $(245 ) and $(820 ), respectively, which primarily included reversals of severance accruals. The Company does not expect to incur any material additional costs under the Organizational Redesign Plan.
The following is a summary of the costs recorded as a result of the Organizational Redesign Plan:
| Three Months Ended | Nine Months Ended | Total Incurred Since Inception | |||||||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | September 27, 2026 | September 28, 2025 | ||||||||||||||||||||||||||
| Severance and related employee costs (a) | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||
| Recruitment and relocation costs | |||||||||||||||||||||||||||||
| Third-party and other costs | |||||||||||||||||||||||||||||
| ( | ( | ( | ( | ||||||||||||||||||||||||||
| Share-based compensation (b) | |||||||||||||||||||||||||||||
| Total organizational redesign | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||
_______________
(a)The three and nine months ended September 27, 2026 and September 28, 2025 include reversals of severance accruals as a result of changes in estimates.
(b)Total incurred since inception primarily represents the accelerated recognition of share-based compensation resulting from the termination of employees under the Organizational Redesign Plan.
As of September 27, 2026, the accruals for the Organizational Redesign Plan are included in “Accrued expenses and other current liabilities.” The tables below present a rollforward of accruals for the Organizational Redesign Plan.
Balance December 28, 2025 | Charges | Payments | Balance September 27, 2026 | ||||||||||||||||||||
| Severance and related employee costs | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Recruitment and relocation costs | |||||||||||||||||||||||
| Third-party and other costs | |||||||||||||||||||||||
| $ | $ | ( | $ | ( | $ | ||||||||||||||||||
22
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)
Balance December 29, 2024 | Charges | Payments | Balance September 28, 2025 | ||||||||||||||||||||
| Severance and related employee costs | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Recruitment and relocation costs | ( | ||||||||||||||||||||||
| Third-party and other costs | |||||||||||||||||||||||
| $ | $ | ( | $ | ( | $ | ||||||||||||||||||
Other Reorganization and Realignment Plans
Costs incurred under the Company’s other reorganization and realignment plans were not material during the nine months ended September 27, 2026 and September 28, 2025. The Company does not expect to incur any material additional costs under these plans.
(14) Impairment of Long-Lived Assets
The Company records impairment charges as a result of (1) the deterioration in operating performance of certain Company-operated restaurants, (2) the Company’s decision to lease and/or sublease properties to franchisees in connection with the sale or anticipated sale of Company-operated restaurants, including any subsequent lease modifications and (3) classifying surplus properties as held for sale.
The following is a summary of impairment losses recorded, which represent the excess of the carrying amount over the fair value of the affected assets and are included in “Impairment of long-lived assets:”
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | September 27, 2026 | September 28, 2025 | ||||||||||||||||||||
| Company-operated restaurants | $ | $ | $ | $ | |||||||||||||||||||
| Restaurants leased or subleased to franchisees | |||||||||||||||||||||||
| Surplus properties | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
(15) Supplemental Cash Flow Information
The following table includes supplemental non-cash investing and financing activities:
| Nine Months Ended | |||||||||||
| September 27, 2026 | September 28, 2025 | ||||||||||
| Supplemental non-cash investing and financing activities: | |||||||||||
| Capital expenditures included in accounts payable | $ | $ | |||||||||
| Finance leases | |||||||||||
23
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)
The following table includes a reconciliation of cash, cash equivalents and restricted cash:
| September 27, 2026 | December 28, 2025 | ||||||||||
| Reconciliation of cash, cash equivalents and restricted cash at end of period: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Restricted cash, included in Advertising funds restricted assets | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
(16) Guarantees and Other Commitments and Contingencies
Except as described below, the Company did not have any significant changes in guarantees and other commitments and contingencies during the current fiscal period since those reported in the Form 10-K. Refer to the Form 10-K for further information regarding the Company’s additional commitments and obligations.
Lease Guarantees
Wendy’s has guaranteed the performance of certain leases and other obligations, primarily from former Company-operated restaurant locations now operated by franchisees, amounting to $95,838 as of September 27, 2026. These leases extend through 2045. We have had no judgments against us as guarantor of these leases as of September 27, 2026. In the event of default by a franchise owner where Wendy’s is called upon to perform under its guarantee, Wendy’s has the ability to pursue repayment from the franchise owner. The liability recorded for our probable exposure associated with these lease guarantees was not material as of September 27, 2026.
Letters of Credit
As of September 27, 2026, the Company had outstanding letters of credit with various parties totaling $29,186 . Substantially all of the outstanding letters of credit include amounts outstanding against the 2021-1 Variable Funding Senior Secured Notes, Class A-1. We do not expect any material loss to result from these letters of credit.
(17) Transactions with Related Parties
Except as described below, the Company did not have any significant changes in or transactions with its related parties during the current fiscal period since those reported in the Form 10-K.
TimWen Lease and Management Fee Payments
A wholly-owned subsidiary of Wendy’s leases restaurant facilities from TimWen, which are then subleased to franchisees for the operation of Wendy’s/Tim Hortons combo units in Canada. Wendy’s paid TimWen $15,619 and $15,960 under these lease agreements during the nine months ended September 27, 2026 and September 28, 2025, respectively, which has been recorded to “Franchise rental expense.” In addition, TimWen paid Wendy’s a management fee under the TimWen joint venture agreement of $176 and $174 during the nine months ended September 27, 2026 and September 28, 2025, respectively, which is included as a reduction to “General and administrative.”
Transactions with Yellow Cab
Certain family members and/or affiliates of Mr. Nelson Peltz, our former Chairman and Chairman Emeritus, Mr. Peter May, our Senior Vice Chairman, and Mr. Matthew Peltz, our former Vice Chairman, hold minority ownership interests in Yellow Cab Holdings, LLC (“Yellow Cab”), a Wendy’s franchisee that, as of September 27, 2026 owned and operated 87 Wendy’s restaurants, and/or certain of the operating companies managed by Yellow Cab. In addition, Mr. Bradley Peltz, a director of the Company, is a Managing Director of, and holds a minority ownership interest in, Yellow Cab. During the nine months ended September 27, 2026 and September 28, 2025, the Company recognized $11,737 and $11,491 , respectively, in royalty, advertising fund, lease and other income from Yellow Cab and related entities. In all transactions involving Yellow Cab, the Company’s standard franchisee recruiting and approval processes were followed, no modifications were made to the
24
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)
Company’s standard franchise agreements or related documents, and all deal terms and transaction documents were negotiated and executed on an arm’s-length basis, consistent with the Company’s comparable franchise transactions and relationships. As of September 27, 2026 and December 28, 2025, $1,160 and $1,045 , respectively, was due from Yellow Cab for such income, which is included in “Accounts and notes receivable, net” and “Advertising funds restricted assets.”
Transactions with AMC
Ms. Kristin Dolan, a director of the Company until May 2026, serves as the Chief Executive Officer of AMC Networks Inc. (“AMC”). During the nine months ended September 28, 2025, the Company purchased approximately $800 of advertising time from a subsidiary of AMC. During the nine months ended September 27, 2026, no advertising time was purchased from a subsidiary of AMC. The Company’s advertising spend with AMC was made in the ordinary course of business and approved on an arm’s-length basis, consistent with the Company’s comparable advertising decisions. There were no
(18) Legal and Environmental Matters
The Company is involved in litigation and claims incidental to our business. We provide accruals for such litigation and claims when we determine it is probable that a liability has been incurred and the loss is reasonably estimable. The Company believes it has adequate accruals for all of its legal and environmental matters. We cannot estimate the aggregate possible range of loss for our existing litigation and claims due to various reasons, including, but not limited to, many proceedings being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur and significant factual matters unresolved. In addition, most cases seek an indeterminate amount of damages and many involve multiple parties. Predicting the outcomes of settlement discussions or judicial or arbitral decisions is thus inherently difficult and future developments could cause these actions or claims, individually or in aggregate, to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows of a particular reporting period.
(19) Segment Information
Wendy’s U.S. revenue, significant segment expenses and segment adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) are as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | September 27, 2026 | September 28, 2025 | ||||||||||||||||||||
| Wendy’s U.S. revenue | $ | $ | $ | $ | |||||||||||||||||||
| Wendy’s U.S. expense | |||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Franchise support and other costs | |||||||||||||||||||||||
| Advertising fund expense | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Other segment items (a) | |||||||||||||||||||||||
| Wendy’s U.S. adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
_______________
(a)Other segment items for the three and nine months ended September 27, 2026 and September 28, 2025 primarily include professional fees.
25
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)
Wendy’s International revenue, significant segment expenses and segment adjusted EBITDA are as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | September 27, 2026 | September 28, 2025 | ||||||||||||||||||||
| Wendy’s International revenue | $ | $ | $ | $ | |||||||||||||||||||
| Wendy’s International expense | |||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Advertising fund expense (a) | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Other segment items (b) | |||||||||||||||||||||||
| Wendy’s International adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
_______________
(a)Includes advertising fund expense of $191 and $533 for the three and nine months ended September 28, 2025, respectively, related to the Company’s funding of incremental advertising. There was no 1,320 and $564 for the three and nine months ended September 27, 2026, respectively, and $(650 ) and $(1,769 ) for the three and nine months ended September 28, 2025, respectively.
(b)Other segment items primarily include franchise support and other costs.
Global Real Estate & Development revenue, significant segment expenses and segment adjusted EBITDA are as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | September 27, 2026 | September 28, 2025 | ||||||||||||||||||||
| Global Real Estate & Development revenue | $ | $ | $ | $ | |||||||||||||||||||
| Global Real Estate & Development expense | |||||||||||||||||||||||
| Franchise rental expense | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Other segment items (a) | ( | ( | ( | ( | |||||||||||||||||||
| Global Real Estate & Development adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
_______________
(a)Other segment items for the three and nine months ended September 27, 2026 and September 28, 2025 primarily include equity in earnings from our TimWen joint venture, lease buyout activity and franchise support and other costs. Equity in earnings from our TimWen joint venture was $3,053 and $8,589 for the three and nine months ended September 27, 2026, respectively, and $3,081 and $8,393 for the three and nine months ended September 28, 2025, respectively.
26
Table of Contents
THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands Except Per Share Amounts)
The following table reconciles profit by segment to the Company’s consolidated income before income taxes:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 27, 2026 | September 28, 2025 | September 27, 2026 | September 28, 2025 | ||||||||||||||||||||
| Wendy’s U.S. | $ | $ | $ | $ | |||||||||||||||||||
| Wendy’s International | |||||||||||||||||||||||
| Global Real Estate & Development | |||||||||||||||||||||||
| Total segment adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Unallocated franchise support and other costs | ( | ( | ( | ( | |||||||||||||||||||
| Advertising funds surplus | |||||||||||||||||||||||
| Unallocated general and administrative (a) | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below) | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of cloud computing arrangements | ( | ( | ( | ( | |||||||||||||||||||
| Portfolio and system optimization gains, net | |||||||||||||||||||||||
| Reorganization and realignment costs | ( | ( | ( | ||||||||||||||||||||
| Impairment of long-lived assets | ( | ( | ( | ( | |||||||||||||||||||
| Unallocated other operating income, net | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Investment loss, net | ( | ||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | |||||||||||||||||||
_______________
(a)Includes corporate overhead costs, such as employee compensation and related benefits, as well as non-recurring third-party consulting and professional fees.
(20) New Accounting Standards
Measurement of Credit Losses for Accounts Receivable and Contract Assets
In July 2025, the Financial Accounting Standards Board (“FASB”) issued an amendment to provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets for revenue arising from contracts with customers. The Company adopted this amendment during the first quarter of 2026 and has elected the practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the receivables when estimating expected credit losses. The adoption of this amendment did not have a material impact on our condensed consolidated financial statements.
27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Introduction
This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of The Wendy’s Company (“The Wendy’s Company” and, together with its subsidiaries, the “Company,” “we,” “us,” or “our”) should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes included elsewhere within this report and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 (the “Form 10-K”). There have been no material changes as of September 27, 2026 to the application of our critical accounting policies as described in Item 7 of the Form 10-K. Certain statements we make under this Item 2 constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. See “Special Note Regarding Forward-Looking Statements and Projections” in “Part II. Other Information” of this report. You should consider our forward-looking statements in light of the risks discussed in “Item 1A. Risk Factors” in “Part II. Other Information” of this report and our unaudited condensed consolidated financial statements, related notes and other financial information appearing elsewhere in this report, the Form 10-K and our other filings with the Securities and Exchange Commission (the “SEC”).
The Wendy’s Company is the parent company of its 100% owned subsidiary holding company, Wendy’s Restaurants, LLC (“Wendy’s Restaurants”). Wendy’s Restaurants is the parent company of Wendy’s International, LLC (formerly known as Wendy’s International, Inc). Wendy’s International, LLC is the indirect parent company of (1) Quality Is Our Recipe, LLC (“Quality”), which is the owner and franchisor of the Wendy’s restaurant system in the United States (the “U.S.”) and all international jurisdictions except for Canada, and (2) Wendy’s Restaurants of Canada Inc., which is the owner and franchisor of the Wendy’s restaurant system in Canada. As used herein, unless the context requires otherwise, the term “Company” refers to The Wendy’s Company and its direct and indirect subsidiaries, and “Wendy’s” refers to Quality when the context relates to the ownership or franchising of the Wendy’s restaurant system and to Wendy’s International, LLC when the context refers to the Wendy’s brand.
Wendy’s is primarily engaged in the business of operating, developing and franchising a system of distinctive quick-service restaurants serving high quality food. Wendy’s opened its first restaurant in Columbus, Ohio in 1969. Today, Wendy’s is one of the largest quick-service restaurant companies in the hamburger sandwich segment in the U.S. based on traffic and dollar share, and the third largest globally with 7,194 restaurants in the U.S. and 38 foreign countries and U.S. territories as of September 27, 2026.
Each Wendy’s restaurant offers an extensive menu specializing in hamburger sandwiches and featuring chicken sandwiches, which are prepared to order with the customer’s choice of toppings and condiments. Wendy’s menu also includes chicken tenders and nuggets, chili, french fries, baked potatoes, salads, soft drinks, Frosty® desserts and kids’ meals. In addition, Wendy’s restaurants sell a variety of promotional products on a limited time basis. Wendy’s also offers breakfast in some restaurants in the U.S. and Canada.
The Company is comprised of the following segments: (1) Wendy’s U.S., (2) Wendy’s International and (3) Global Real Estate & Development. Wendy’s U.S. includes the operation and franchising of Wendy’s restaurants in the U.S. and derives its revenues from sales at Company-operated restaurants and royalties, fees and advertising fund collections from franchised restaurants. Wendy’s International includes the operation and franchising of Wendy’s restaurants in countries and territories other than the U.S. and derives its revenues from sales at Company-operated restaurants and royalties, fees and advertising fund collections from franchised restaurants. Global Real Estate & Development includes real estate activity for owned sites and sites leased from third parties, which are leased and/or subleased to franchisees, and also includes our share of the income of our TimWen real estate joint venture. In addition, Global Real Estate & Development earns fees from facilitating franchisee-to-franchisee restaurant transfers (“Franchise Flips”) and providing other development-related services to franchisees. In this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Company reports on the segment profit for each of the three segments described above. The Company measures segment profit using segment adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”). Segment adjusted EBITDA excludes certain unallocated general and administrative expenses and other items that vary from period to period without correlation to the Company’s core operating performance. See “Results of Operations” below and Note 19 to the Condensed Consolidated Financial Statements contained in Item 1 herein for segment financial information.
The Company’s fiscal reporting periods consist of 52 or 53 weeks ending on the Sunday closest to December 31. All three- and nine-month periods presented herein contain 13 weeks and 39 weeks, respectively. All references to years, quarters and months relate to fiscal periods rather than calendar periods.
28
Executive Overview
Our Business
As of September 27, 2026, the Wendy’s restaurant system was comprised of 7,194 restaurants, with 5,711 Wendy’s restaurants in operation in the U.S. Of the U.S. restaurants, 422 were operated by the Company and 5,289 were operated by a total of 204 franchisees. In addition, at September 27, 2026, there were 1,483 Wendy’s restaurants in operation in 38 foreign countries and U.S. territories. Of the international restaurants, 1,473 were operated by a total of 116 franchisees and 10 were operated by the Company in the United Kingdom (the “U.K.”).
The revenues from our restaurant business are derived from two principal sources: (1) sales at Company-operated restaurants and (2) franchise-related revenues, including royalties, national advertising funds contributions, rents and franchise fees received from Wendy’s franchised restaurants.
Wendy’s operating results are impacted by a number of external factors, including commodity costs, labor costs, intense price competition, unemployment and consumer spending levels, general economic and market trends and weather. Further, recent operating results have contributed to financial pressure for certain of our franchisees, which has affected, and may continue to affect, the timing of franchisee payments, and have resulted and may continue to result in payment delays and deferrals. See Note 2 to the Condensed Consolidated Financial Statements contained in Item 1 herein and “Item 1A. Risk Factors” in “Part II. Other Information” for further information.
As we continue to evolve our strategic priorities, certain actions previously undertaken as part of the Company’s former initiative, Project Fresh, have been incorporated into the broader strategy built on the Company’s foundation of delivering high-quality food, compelling value and a differentiated customer experience. The Company recently announced Dave’s Way, its multi-year strategy focused on growing customer traffic and market share while strengthening restaurant profitability. The five strategic pillars of Dave’s Way include: (1) Our Menu with Quality Food at Real Value; (2) Distinct Branding and Marketing to Drive Demand; (3) Operational Excellence that Delights Customers; (4) A Winning Digital Experience to Build Frequency and (5) Restaurants as an Engine for Growth.
On November 5, 2026, the Company announced a revision to the breakfast strategy to be location specific, which makes breakfast optional for all U.S. restaurants, allowing franchisees to focus on the dayparts with the greatest opportunity for profitable growth in their business.
During the second quarter of 2026, the Company learned that its franchise partner in China had experienced leadership changes and the parties amended the previously disclosed franchise agreement to provide for a termination right for either party without liability prior to December 12, 2026.
Key Business Measures
We track our results of operations and manage our business using the following key business measures:
•Same-Restaurant Sales – We report same-restaurant sales commencing after new restaurants have been open for 15 continuous months and as soon as reimaged restaurants reopen. Restaurants temporarily closed for more than one week are excluded from same-restaurant sales. This methodology is consistent with the metric used by our management for internal reporting and analysis. The table summarizing same-restaurant sales below in “Results of Operations” provides the same-restaurant sales percent changes.
•Company-Operated Restaurant Margin – We define Company-operated restaurant margin as sales from Company-operated restaurants less cost of sales divided by sales from Company-operated restaurants. Cost of sales includes food and paper, restaurant labor and occupancy, advertising and other operating costs. Cost of sales excludes certain costs that support restaurant operations that are not allocated to individual restaurants, which are included in “General and administrative.” Cost of sales also excludes depreciation and amortization expense and impairment of long-lived assets. Therefore, as Company-operated restaurant margin as presented excludes certain costs as described above, its usefulness may be limited and may not be comparable to other similarly titled measures of other companies in our industry.
29
Company-operated restaurant margin is influenced by factors such as menu prices, the effectiveness of our advertising and marketing initiatives, featured products, product mix, fluctuations in food and labor costs, restaurant openings, remodels and closures and the level of our fixed and semi-variable costs.
•Systemwide Sales – Systemwide sales includes sales by both Company-operated restaurants and franchised restaurants. Franchised restaurants’ sales are reported by our franchisees and represent their revenues from sales at franchised Wendy’s restaurants. The Company’s condensed consolidated financial statements do not include sales by franchised restaurants to their customers. The Company’s royalty and advertising funds revenues are computed as percentages of sales made by Wendy’s franchisees. As a result, sales by Wendy’s franchisees have a direct effect on the Company’s royalty and advertising funds revenues and profitability.
The Company calculates same-restaurant sales and systemwide sales growth on a constant currency basis. Constant currency results exclude the impact of foreign currency translation and are derived by translating current year results at prior year average exchange rates. The Company believes excluding the impact of foreign currency translation provides better year over year comparability.
Same-restaurant sales and systemwide sales exclude sales from Argentina due to that country’s highly inflationary economy. The Company considers economies that have had cumulative inflation in excess of 100% over a three-year period as highly inflationary.
The Company believes its presentation of same-restaurant sales, Company-operated restaurant margin and systemwide sales provide a meaningful perspective of the underlying operating performance of the Company’s current business and enables investors to better understand and evaluate the Company’s historical and prospective operating performance. The Company believes that these metrics are important supplemental measures of operating performance because they highlight trends in the Company’s business that may not otherwise be apparent when relying solely on our condensed consolidated financial statements. The Company believes investors, analysts and other interested parties use these metrics in evaluating issuers and that the presentation of these measures facilitates a comparative assessment of the Company’s operating performance. With respect to same-restaurant sales and systemwide sales, the Company also believes that the data is useful in assessing consumer demand for the Company’s products and the overall success of the Wendy’s brand.
Third Quarter Highlights
•Global systemwide sales were $3.33 billion in the third quarter of 2026 compared with $3.54 billion in the third quarter of 2025, a decrease of 5.9% on a constant currency basis;
•International systemwide sales were $549.4 million in the third quarter of 2026 compared with $534.0 million in the third quarter of 2025, an increase of 3.5% on a constant currency basis;
•Revenues were relatively flat at $547.0 million in the third quarter of 2026 compared with $549.5 million in the third quarter of 2025;
•Global same-restaurant sales decreased 5.2%, U.S. same-restaurant sales decreased 5.7% and international same-restaurant sales decreased 2.2% compared with the third quarter of 2025;
•Global Company-operated restaurant margin was 11.3% in the third quarter of 2026, a decrease of 110 basis points compared with the third quarter of 2025;
•Income before income taxes decreased 59.8% to $25.4 million in the third quarter of 2026 compared with $63.2 million in the third quarter of 2025;
•Digital sales increased to approximately 24.9% of global systemwide sales in the third quarter of 2026 compared with approximately 21.0% in the third quarter of 2025; and
•Systemwide restaurant count increased by 14 net restaurants in the third quarter of 2026.
Year-to-Date Highlights
•Global systemwide sales were $9.97 billion in the first nine months of 2026 compared with $10.59 billion in the first
30
nine months of 2025, a decrease of 6.0% on a constant currency basis;
•International systemwide sales were $1.61 billion in the first nine months of 2026 compared with $1.54 billion in the first nine months of 2025, an increase of 4.3% on a constant currency basis;
•Revenues increased 1.5% to $1.66 billion in the first nine months of 2026 compared with $1.63 billion in the first nine months of 2025;
•Global same-restaurant sales decreased 6.1%, U.S. same-restaurant sales decreased 6.8% and international same-restaurant sales decreased 1.6% compared with the first nine months of 2025;
•Global Company-operated restaurant margin was 12.0% in the first nine months of 2026, a decrease of 210 basis points compared with the first nine months of 2025;
•Income before income taxes decreased 44.3% to $108.2 million in the first nine months of 2026 compared with $194.1 million in the first nine months of 2025;
•Digital sales increased to approximately 23.9% of global systemwide sales in the first nine months of 2026 compared with approximately 20.6% in the first nine months of 2025; and
•Systemwide restaurant count decreased by 203 net restaurants in the first nine months of 2026.
31
Results of Operations
The tables included throughout this Results of Operations section set forth in millions the Company’s condensed consolidated results of operations for the third quarter and the first nine months of 2026 and 2025.
| Third Quarter | Nine Months | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Sales | $ | 234.9 | $ | 233.2 | $ | 1.7 | $ | 700.4 | $ | 685.5 | $ | 14.9 | |||||||||||||||||||||||
| Franchise royalty revenue and fees | 142.2 | 152.0 | (9.8) | 440.0 | 453.5 | (13.5) | |||||||||||||||||||||||||||||
| Franchise rental income | 58.5 | 57.3 | 1.2 | 170.7 | 176.2 | (5.5) | |||||||||||||||||||||||||||||
| Advertising funds revenue | 111.4 | 107.0 | 4.4 | 347.1 | 318.7 | 28.4 | |||||||||||||||||||||||||||||
| 547.0 | 549.5 | (2.5) | 1,658.2 | 1,633.9 | 24.3 | ||||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| Cost of sales | 208.3 | 204.3 | 4.0 | 616.6 | 588.9 | 27.7 | |||||||||||||||||||||||||||||
| Franchise support and other costs | 26.9 | 17.5 | 9.4 | 71.4 | 51.2 | 20.2 | |||||||||||||||||||||||||||||
| Franchise rental expense | 30.4 | 30.9 | (0.5) | 88.6 | 94.3 | (5.7) | |||||||||||||||||||||||||||||
| Advertising funds expense | 110.0 | 107.7 | 2.3 | 346.5 | 320.6 | 25.9 | |||||||||||||||||||||||||||||
| General and administrative | 73.1 | 57.9 | 15.2 | 212.1 | 185.6 | 26.5 | |||||||||||||||||||||||||||||
| Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below) | 39.9 | 38.4 | 1.5 | 118.5 | 111.9 | 6.6 | |||||||||||||||||||||||||||||
| Amortization of cloud computing arrangements | 5.0 | 5.2 | (0.2) | 14.4 | 13.4 | 1.0 | |||||||||||||||||||||||||||||
| Portfolio and system optimization gains, net | (3.7) | — | (3.7) | (6.0) | (0.3) | (5.7) | |||||||||||||||||||||||||||||
| Reorganization and realignment costs | 2.8 | 0.3 | 2.5 | 2.6 | (0.2) | 2.8 | |||||||||||||||||||||||||||||
| Impairment of long-lived assets | 1.7 | 2.3 | (0.6) | 7.4 | 5.4 | 2.0 | |||||||||||||||||||||||||||||
| Other operating income, net | (3.2) | (7.0) | 3.8 | (13.9) | (16.3) | 2.4 | |||||||||||||||||||||||||||||
| 491.2 | 457.5 | 33.7 | 1,458.2 | 1,354.5 | 103.7 | ||||||||||||||||||||||||||||||
| Operating profit | 55.8 | 92.0 | (36.2) | 200.0 | 279.4 | (79.4) | |||||||||||||||||||||||||||||
| Interest expense, net | (33.6) | (31.5) | (2.1) | (101.5) | (94.0) | (7.5) | |||||||||||||||||||||||||||||
| Investment loss, net | — | — | — | — | (1.7) | 1.7 | |||||||||||||||||||||||||||||
| Other income, net | 3.2 | 2.8 | 0.4 | 9.6 | 10.4 | (0.8) | |||||||||||||||||||||||||||||
| Income before income taxes | 25.4 | 63.3 | (37.9) | 108.1 | 194.1 | (86.0) | |||||||||||||||||||||||||||||
| Provision for income taxes | (10.3) | (19.0) | 8.7 | (37.7) | (55.5) | 17.8 | |||||||||||||||||||||||||||||
| Net income | $ | 15.1 | $ | 44.3 | $ | (29.2) | $ | 70.4 | $ | 138.6 | $ | (68.2) | |||||||||||||||||||||||
32
| Third Quarter | Nine Months | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | % of Total Revenues | 2025 | % of Total Revenues | 2026 | % of Total Revenues | 2025 | % of Total Revenues | ||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales | $ | 234.9 | 42.9 | % | $ | 233.2 | 42.4 | % | $ | 700.4 | 42.2 | % | $ | 685.5 | 42.0 | % | |||||||||||||||||||||||||||||||
Franchise royalty revenue and fees: | |||||||||||||||||||||||||||||||||||||||||||||||
| Franchise royalty revenue | 119.4 | 21.8 | % | 127.8 | 23.3 | % | 359.2 | 21.7 | % | 381.8 | 23.3 | % | |||||||||||||||||||||||||||||||||||
| Franchise fees | 22.8 | 4.1 | % | 24.2 | 4.4 | % | 80.8 | 4.8 | % | 71.7 | 4.4 | % | |||||||||||||||||||||||||||||||||||
| Total franchise royalty revenue and fees | 142.2 | 25.9 | % | 152.0 | 27.7 | % | 440.0 | 26.5 | % | 453.5 | 27.7 | % | |||||||||||||||||||||||||||||||||||
Franchise rental income | 58.5 | 10.7 | % | 57.3 | 10.4 | % | 170.7 | 10.3 | % | 176.2 | 10.8 | % | |||||||||||||||||||||||||||||||||||
Advertising funds revenue | 111.4 | 20.5 | % | 107.0 | 19.5 | % | 347.1 | 21.0 | % | 318.7 | 19.5 | % | |||||||||||||||||||||||||||||||||||
Total revenues | $ | 547.0 | 100.0 | % | $ | 549.5 | 100.0 | % | $ | 1,658.2 | 100.0 | % | $ | 1,633.9 | 100.0 | % | |||||||||||||||||||||||||||||||
| Third Quarter | Nine Months | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | % of Sales | 2025 | % of Sales | 2026 | % of Sales | 2025 | % of Sales | ||||||||||||||||||||||||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||||||||||||||||||||||||||
| Food and paper | $ | 74.6 | 31.8 | % | $ | 75.5 | 32.4 | % | $ | 220.5 | 31.5 | % | $ | 215.8 | 31.5 | % | |||||||||||||||||||||||||||||||
| Restaurant labor | 76.5 | 32.6 | % | 75.1 | 32.2 | % | 229.0 | 32.7 | % | 219.3 | 32.0 | % | |||||||||||||||||||||||||||||||||||
Occupancy, advertising and other operating costs | 57.2 | 24.3 | % | 53.7 | 23.0 | % | 167.1 | 23.8 | % | 153.8 | 22.4 | % | |||||||||||||||||||||||||||||||||||
| Total cost of sales | $ | 208.3 | 88.7 | % | $ | 204.3 | 87.6 | % | $ | 616.6 | 88.0 | % | $ | 588.9 | 85.9 | % | |||||||||||||||||||||||||||||||
| Third Quarter | Nine Months | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | % of Sales | 2025 | % of Sales | 2026 | % of Sales | 2025 | % of Sales | ||||||||||||||||||||||||||||||||||||||||
| Company-operated restaurant margin: | |||||||||||||||||||||||||||||||||||||||||||||||
| U.S. | $ | 26.7 | 11.7 | % | $ | 29.4 | 13.1 | % | $ | 84.1 | 12.3 | % | $ | 97.6 | 14.7 | % | |||||||||||||||||||||||||||||||
| Global | 26.6 | 11.3 | % | 28.9 | 12.4 | % | 83.8 | 12.0 | % | 96.6 | 14.1 | % | |||||||||||||||||||||||||||||||||||
33
The table below presents certain of the Company’s key business measures, which are defined and further discussed in the “Executive Overview” section included herein.
| Third Quarter | Nine Months | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Key business measures: | |||||||||||||||||||||||
U.S. same-restaurant sales: | |||||||||||||||||||||||
| Company-operated | (3.0) | % | (0.7) | % | (4.0) | % | (0.8) | % | |||||||||||||||
| Franchised | (6.0) | % | (5.0) | % | (7.1) | % | (3.9) | % | |||||||||||||||
Systemwide | (5.7) | % | (4.7) | % | (6.8) | % | (3.7) | % | |||||||||||||||
| International same-restaurant sales (a) | (2.2) | % | 3.0 | % | (1.6) | % | 2.4 | % | |||||||||||||||
Global same-restaurant sales: | |||||||||||||||||||||||
| Company-operated | (3.1) | % | (0.7) | % | (4.1) | % | (0.9) | % | |||||||||||||||
| Franchised (a) | (5.4) | % | (3.9) | % | (6.2) | % | (3.0) | % | |||||||||||||||
| Systemwide (a) | (5.2) | % | (3.7) | % | (6.1) | % | (2.9) | % | |||||||||||||||
| Systemwide sales (b): | |||||||||||||||||||||||
| U.S. Company-operated | $ | 228.9 | $ | 225.3 | $ | 682.2 | $ | 664.0 | |||||||||||||||
| U.S. franchised | 2,548.1 | 2,778.8 | 7,673.6 | 8,387.5 | |||||||||||||||||||
U.S. systemwide | 2,777.0 | 3,004.1 | 8,355.8 | 9,051.5 | |||||||||||||||||||
| International Company-operated | 5.9 | 7.9 | 18.2 | 21.5 | |||||||||||||||||||
| International franchised (a) | 543.5 | 526.1 | 1,596.0 | 1,514.5 | |||||||||||||||||||
| International systemwide (a) | 549.4 | 534.0 | 1,614.2 | 1,536.0 | |||||||||||||||||||
| Global systemwide (a) | $ | 3,326.4 | $ | 3,538.1 | $ | 9,970.0 | $ | 10,587.5 | |||||||||||||||
_______________
(a)Excludes Argentina due to the impact of that country’s highly inflationary economy.
(b)During the third quarter of 2026 and 2025, global systemwide sales decreased 5.9% and 2.6%, respectively, U.S. systemwide sales decreased 7.6% and 4.4%, respectively, and international systemwide sales increased 3.5% and 8.6%, respectively, on a constant currency basis. During the first nine months of 2026 and 2025, global systemwide sales decreased 6.0% and 1.8%, respectively, U.S. systemwide sales decreased 7.7% and 3.4%, respectively, and international systemwide sales increased 4.3% and 8.7%, respectively, on a constant currency basis.
34
| Third Quarter | |||||||||||||||||||||||||||||
| U.S. Company-operated | U.S. Franchised | International Company-operated | International Franchised | Systemwide | |||||||||||||||||||||||||
| Restaurant count: | |||||||||||||||||||||||||||||
Restaurant count at June 28, 2026 | 420 | 5,304 | 10 | 1,446 | 7,180 | ||||||||||||||||||||||||
| Opened | 3 | 10 | — | 30 | 43 | ||||||||||||||||||||||||
| Closed | (1) | (25) | — | (3) | (29) | ||||||||||||||||||||||||
Restaurant count at September 27, 2026 | 422 | 5,289 | 10 | 1,473 | 7,194 | ||||||||||||||||||||||||
| Nine Months | |||||||||||||||||||||||||||||
| U.S. Company-operated | U.S. Franchised | International Company-operated | International Franchised | Systemwide | |||||||||||||||||||||||||
Restaurant count at December 28, 2025 | 423 | 5,546 | 11 | 1,417 | 7,397 | ||||||||||||||||||||||||
| Opened | 7 | 50 | — | 84 | 141 | ||||||||||||||||||||||||
| Closed | (4) | (311) | (1) | (28) | (344) | ||||||||||||||||||||||||
| Net (sold to) purchased by franchisees | (4) | 4 | — | — | — | ||||||||||||||||||||||||
Restaurant count at September 27, 2026 | 422 | 5,289 | 10 | 1,473 | 7,194 | ||||||||||||||||||||||||
| Sales | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Sales | $ | 234.9 | $ | 233.2 | $ | 1.7 | $ | 700.4 | $ | 685.5 | $ | 14.9 | |||||||||||||||||||||||
The increase in sales during the third quarter and the first nine months of 2026 was primarily due to (1) the impact of the Company’s acquisition of franchise-operated restaurants during the third quarter of 2025 of $9.5 million and $38.9 million, respectively, and (2) net new restaurant development of $1.4 million and $7.4 million, respectively. During the third quarter and the first nine months of 2026, these impacts were partially offset by (1) a 3.1% and 4.1% decrease in global Company-operated same-restaurant sales of $6.2 million and $24.8 million, respectively, and (2) the impact of the sale of Company-operated restaurants to franchisees of $2.6 million and $7.8 million, respectively. Company-operated same-restaurant sales during the third quarter and the first nine months of 2026 decreased due to a decrease in traffic, partially offset by higher average check.
| Franchise Royalty Revenue and Fees | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Franchise royalty revenue | $ | 119.4 | $ | 127.8 | $ | (8.4) | $ | 359.2 | $ | 381.8 | $ | (22.6) | |||||||||||||||||||||||
| Franchise fees | 22.8 | 24.2 | (1.4) | 80.8 | 71.7 | 9.1 | |||||||||||||||||||||||||||||
| $ | 142.2 | $ | 152.0 | $ | (9.8) | $ | 440.0 | $ | 453.5 | $ | (13.5) | ||||||||||||||||||||||||
Franchise royalty revenue during the third quarter and the first nine months of 2026 decreased primarily due to a 5.4% and 6.2% decrease in global franchise same-restaurant sales, respectively. Franchise same-restaurant sales during the third quarter and the first nine months of 2026 decreased due to a decrease in traffic, partially offset by higher average check.
The decrease in franchise fees during the third quarter of 2026 was primarily due to a decrease in other miscellaneous fees. The increase in franchise fees during the first nine months of 2026 was primarily due to the impact of portfolio optimization related to restaurant closures and hours of operation flexibility of $11.2 million, partially offset by a decrease in other miscellaneous fees of $2.1 million.
35
| Franchise Rental Income | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Franchise rental income | $ | 58.5 | $ | 57.3 | $ | 1.2 | $ | 170.7 | $ | 176.2 | $ | (5.5) | |||||||||||||||||||||||
The increase in franchise rental income during the third quarter of 2026 was primarily due to (1) the impact of assigning certain existing leases to franchisees in 2025 of $1.8 million and (2) entering into new leases of $1.2 million. These changes were partially offset by lease terminations of $1.2 million. The decrease in franchise rental income during the first nine months of 2026 was primarily due to (1) the impact of assigning certain existing leases to franchisees of $4.3 million, (2) terminating certain existing leases of $1.5 million and (3) amending certain existing leases of $1.4 million. During the first nine months of 2026, these changes were partially offset by entering into new leases of $2.4 million.
| Advertising Funds Revenue | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Advertising funds revenue | $ | 111.4 | $ | 107.0 | $ | 4.4 | $ | 347.1 | $ | 318.7 | $ | 28.4 | |||||||||||||||||||||||
The increase in advertising funds revenue during the third quarter and the first nine months of 2026 was primarily due to local and regional advertising funds being reallocated to U.S. national advertising of approximately $15.0 million and $45.0 million, respectively, partially offset by a decrease in franchise same-restaurant sales of approximately $8.0 million and $24.0 million, respectively. During the first nine months of 2026, advertising funds revenue also increased due to non-recurring incentives earned from a vendor during the second quarter of 2026 of $11.5 million.
| Cost of Sales, as a Percent of Sales | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Food and paper | 31.8 | % | 32.4 | % | (0.6) | % | 31.5 | % | 31.5 | % | — | % | |||||||||||||||||||||||
| Restaurant labor | 32.6 | % | 32.2 | % | 0.4 | % | 32.7 | % | 32.0 | % | 0.7 | % | |||||||||||||||||||||||
| Occupancy, advertising and other operating costs | 24.3 | % | 23.0 | % | 1.3 | % | 23.8 | % | 22.4 | % | 1.4 | % | |||||||||||||||||||||||
| 88.7 | % | 87.6 | % | 1.1 | % | 88.0 | % | 85.9 | % | 2.1 | % | ||||||||||||||||||||||||
The increase in cost of sales, as a percent of sales, during the third quarter and the first nine months of 2026 was primarily due to (1) a decrease in traffic, (2) higher commodity costs and (3) an increase in restaurant labor rates. These changes were partially offset by (1) higher average check and (2) labor efficiencies.
| Franchise Support and Other Costs | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Franchise support and other costs | $ | 26.9 | $ | 17.5 | $ | 9.4 | $ | 71.4 | $ | 51.2 | $ | 20.2 | |||||||||||||||||||||||
The increase in franchise support and other costs during the third quarter and the first nine months of 2026 was primarily due to an increase in the provision for doubtful accounts.
| Franchise Rental Expense | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Franchise rental expense | $ | 30.4 | $ | 30.9 | $ | (0.5) | $ | 88.6 | $ | 94.3 | $ | (5.7) | |||||||||||||||||||||||
The decrease in franchise rental expense during the third quarter of 2026 was primarily due to (1) the impact of amending certain existing leases and (2) lease terminations. These changes were partially offset by the impact of assigning certain leases to franchisees in 2025. The decrease in franchise rental expense during the first nine months of 2026 was primarily due to (1) the impact of assigning certain leases to franchisees, (2) amending certain existing leases and (3) lease terminations.
36
| Advertising Funds Expense | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Advertising funds expense | $ | 110.0 | $ | 107.7 | $ | 2.3 | $ | 346.5 | $ | 320.6 | $ | 25.9 | |||||||||||||||||||||||
On an interim basis, advertising funds expense is recognized in proportion to advertising funds revenue. The increase in advertising funds expense during the third quarter and the first nine months of 2026 was primarily due to the same factors as described above for “Advertising Funds Revenue.”
| General and Administrative | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Strategic initiative expenses | $ | 11.9 | $ | — | $ | 11.9 | $ | 11.9 | $ | — | $ | 11.9 | |||||||||||||||||||||||
| Professional fees | 10.5 | 12.5 | (2.0) | 45.4 | 40.5 | 4.9 | |||||||||||||||||||||||||||||
| Employee compensation and benefits | 36.2 | 38.0 | (1.8) | 115.6 | 113.0 | 2.6 | |||||||||||||||||||||||||||||
| Share-based compensation | 3.6 | (1.0) | 4.6 | 11.7 | 9.5 | 2.2 | |||||||||||||||||||||||||||||
| Incentive compensation | 7.0 | 5.0 | 2.0 | 15.1 | 13.1 | 2.0 | |||||||||||||||||||||||||||||
| Other, net | 3.9 | 3.4 | 0.5 | 12.4 | 9.5 | 2.9 | |||||||||||||||||||||||||||||
| $ | 73.1 | $ | 57.9 | $ | 15.2 | $ | 212.1 | $ | 185.6 | $ | 26.5 | ||||||||||||||||||||||||
In connection with Dave’s Way and the Company’s broader business transformation, the Company has incurred elevated costs associated with certain strategic initiatives during the third quarter of 2026. These transformational costs, which are infrequent or unusual in nature and outside of the Company’s normal ongoing operations, primarily include third-party consulting and professional fees related to Dave’s Way, as well as costs associated with discrete senior management and organizational actions.
The increase in general and administrative expenses during the third quarter of 2026 was primarily due to (1) strategic initiative expenses associated with Dave’s Way and other strategic and organizational activities and (2) lower share-based compensation in the prior year as a result of the departure of the Company’s previous President and Chief Executive Officer.
The increase in general and administrative expenses during the first nine months of 2026 was primarily due to (1) strategic initiative expenses associated with Dave’s Way and other strategic and organizational activities, (2) professional services and (3) employee compensation and benefits. General and administrative expenses also increased due to (1) lower share-based compensation in the prior year as a result of the departure of the Company’s previous President and Chief Executive Officer and (2) an increase in incentive compensation accruals, reflecting higher operating performance as compared to plan in 2026 versus 2025.
| Depreciation and Amortization (exclusive of amortization of cloud computing arrangements shown separately below) | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Restaurants | $ | 20.8 | $ | 19.7 | $ | 1.1 | $ | 60.9 | $ | 55.5 | $ | 5.4 | |||||||||||||||||||||||
| Finance lease assets | 5.8 | 5.1 | 0.7 | 17.0 | 15.1 | 1.9 | |||||||||||||||||||||||||||||
| Technology support, corporate and other | 13.3 | 13.6 | (0.3) | 40.6 | 41.3 | (0.7) | |||||||||||||||||||||||||||||
| $ | 39.9 | $ | 38.4 | $ | 1.5 | $ | 118.5 | $ | 111.9 | $ | 6.6 | ||||||||||||||||||||||||
The increase in depreciation and amortization during the third quarter and the first nine months of 2026 was primarily due to (1) asset additions for new and remodeled restaurants and (2) depreciation and amortization on restaurant assets acquired from a franchisee during the third quarter of 2025.
37
| Amortization of Cloud Computing Arrangements | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Amortization of cloud computing arrangements | $ | 5.0 | $ | 5.2 | $ | (0.2) | $ | 14.4 | $ | 13.4 | $ | 1.0 | |||||||||||||||||||||||
The increase in amortization of cloud computing arrangements during the first nine months of 2026 was primarily due to amortization of assets associated with the Company’s digital investments.
| Portfolio and System Optimization Gains, Net | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Portfolio and system optimization gains, net | $ | 3.7 | $ | — | $ | 3.7 | $ | 6.0 | $ | 0.3 | $ | 5.7 | |||||||||||||||||||||||
Portfolio and system optimization gains, net during the third quarter and the first nine months of 2026 were primarily comprised of gains on the sale of surplus and other properties. See Note 12 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information.
| Reorganization and Realignment Costs | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Portfolio optimization initiative | $ | 2.8 | $ | — | $ | 2.8 | $ | 2.8 | $ | — | $ | 2.8 | |||||||||||||||||||||||
| Organizational Redesign Plan | — | — | — | (0.2) | (0.8) | 0.6 | |||||||||||||||||||||||||||||
| Other reorganization and realignment plans | — | 0.3 | (0.3) | — | 0.6 | (0.6) | |||||||||||||||||||||||||||||
| $ | 2.8 | $ | 0.3 | $ | 2.5 | $ | 2.6 | $ | (0.2) | $ | 2.8 | ||||||||||||||||||||||||
During the three months ended September 27, 2026, the Company recognized costs associated with its new portfolio optimization initiative of $2.8 million, which were primarily comprised of third-party and other costs. The Company’s new portfolio optimization initiative is focused on strengthening restaurant profitability, aligning restaurants with high-performing operators and creating greater long-term value across the system.
During the first nine months of 2026 and 2025, the Company recognized costs under the Organizational Redesign Plan of $(0.2) million and $(0.8) million, respectively, which primarily included reversals of severance accruals resulting from changes in estimates. See Note 13 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information regarding “Reorganization and Realignment Costs.”
| Impairment of Long-Lived Assets | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Impairment of long-lived assets | $ | 1.7 | $ | 2.3 | $ | (0.6) | $ | 7.4 | $ | 5.4 | $ | 2.0 | |||||||||||||||||||||||
The decrease in impairment of long-lived assets during the third quarter of 2026 was primarily due to lower impairment charges resulting from the deterioration in operating performance of certain Company-operated restaurants. The increase in impairment of long-lived assets during the first nine months of 2026 was primarily due to losses from the remeasurement to fair value of assets leased and/or subleased to franchisees in connection with the closure of franchise-operated restaurants.
38
| Other Operating Income, Net | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Claim settlement | $ | — | $ | — | $ | — | $ | — | $ | 4.0 | $ | (4.0) | |||||||||||||||||||||||
| Gains on sales-type leases | 0.3 | 0.1 | 0.2 | 2.5 | 0.1 | 2.4 | |||||||||||||||||||||||||||||
| Lease buyout | 0.1 | 3.9 | (3.8) | 3.5 | 4.0 | (0.5) | |||||||||||||||||||||||||||||
| Other, net | 2.8 | 3.0 | (0.2) | 7.9 | 8.2 | (0.3) | |||||||||||||||||||||||||||||
| $ | 3.2 | $ | 7.0 | $ | (3.8) | $ | 13.9 | $ | 16.3 | $ | (2.4) | ||||||||||||||||||||||||
The decrease in other operating income, net during the third quarter of 2026 was primarily due to a decrease in lease buyout activity. The decrease in other operating income, net during the first nine months of 2026 was primarily due to the settlement of a claim during the prior year, partially offset by gains on new and modified sales-type leases.
| Interest Expense, Net | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Interest expense, net | $ | 33.6 | $ | 31.5 | $ | 2.1 | $ | 101.5 | $ | 94.0 | $ | 7.5 | |||||||||||||||||||||||
The increase in interest expense, net during the third quarter and the first nine months of 2026 was primarily due to the impact of completing the refinancing of a portion of the Company’s securitized financing facility in the fourth quarter of 2025.
| Investment Loss, Net | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Investment loss, net | $ | — | $ | — | $ | — | $ | — | $ | 1.7 | $ | (1.7) | |||||||||||||||||||||||
During the first nine months of 2025, the Company recorded a loss of $1.7 million due to impairment charges for the difference between the estimated fair value and the carrying value of an investment in equity securities.
| Other Income, Net | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Other income, net | $ | 3.2 | $ | 2.8 | $ | 0.4 | $ | 9.6 | $ | 10.4 | $ | (0.8) | |||||||||||||||||||||||
The increase in other income, net during the third quarter of 2026 was primarily due to an increase in interest income, reflecting higher balances of cash equivalents. The decrease in other income, net during the first nine months of 2026 was primarily due to a decrease in interest income, reflecting lower interest rates.
| Provision for Income Taxes | Third Quarter | Nine Months | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Income before income taxes | $ | 25.4 | $ | 63.3 | $ | (37.9) | $ | 108.1 | $ | 194.1 | $ | (86.0) | |||||||||||||||||||||||
Provision for income taxes | (10.3) | (19.0) | 8.7 | (37.7) | (55.5) | 17.8 | |||||||||||||||||||||||||||||
Effective tax rate on income | 40.7 | % | 30.0 | % | 10.7 | % | 34.9 | % | 28.6 | % | 6.3 | % | |||||||||||||||||||||||
The increase in the effective tax rate for the third quarter of 2026 was primarily due to lower income before income taxes and the tax effects of share-based compensation. These impacts were partially offset by a decrease in state income taxes. The increase in the effective tax rate for the first nine months of 2026 was primarily due to lower income before income taxes, the tax effects of share-based compensation and the tax effects of our foreign operations.
39
Segment Information
See Note 19 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information regarding the Company’s segments.
Wendy’s U.S.
| Third Quarter | Nine Months | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Sales | $ | 228.9 | $ | 225.3 | $ | 3.6 | $ | 682.2 | $ | 664.0 | $ | 18.2 | |||||||||||||||||||||||
| Franchise royalty revenue | 99.4 | 108.2 | (8.8) | 300.5 | 325.4 | (24.9) | |||||||||||||||||||||||||||||
| Franchise fees | 20.7 | 20.8 | (0.1) | 71.0 | 62.6 | 8.4 | |||||||||||||||||||||||||||||
| Advertising fund revenue | 101.2 | 97.1 | 4.1 | 318.2 | 290.2 | 28.0 | |||||||||||||||||||||||||||||
| Total revenues | $ | 450.2 | $ | 451.4 | $ | (1.2) | $ | 1,371.9 | $ | 1,342.2 | $ | 29.7 | |||||||||||||||||||||||
| Segment profit | $ | 100.2 | $ | 123.3 | $ | (23.1) | $ | 330.6 | $ | 381.4 | $ | (50.8) | |||||||||||||||||||||||
The decrease in Wendy’s U.S. revenues during the third quarter of 2026 was primarily due to a decrease in same-restaurant sales, partially offset by the impact of the Company’s acquisition of 35 franchise-operated restaurants in the third quarter of 2025. The increase in Wendy’s U.S. revenues during the first nine months of 2026 was primarily due to (1) the impact of the Company’s acquisition of 35 franchise-operated restaurants in the third quarter of 2025, (2) higher advertising fund revenue and (3) an increase in franchise fees. These impacts were partially offset by a decrease in same-restaurant sales. Same-restaurant sales decreased during the third quarter and the first nine months of 2026 primarily due to a decrease in traffic, partially offset by higher average check.
The decrease in Wendy’s U.S. segment profit during the third quarter of 2026 was primarily due to (1) higher franchise support and other costs, (2) lower revenues, (3) higher advertising fund expenses and (4) higher cost of sales, as a percent of sales, for Company-operated restaurants, driven by the same factors as described above for “Cost of Sales, as a Percent of Sales.” The decrease in Wendy’s U.S. segment profit during the first nine months of 2026 was primarily due to (1) higher advertising fund expenses, (2) higher franchise support costs and (3) higher cost of sales, as a percent of sales, for Company-operated restaurants, driven by the same factors as described above for “Cost of Sales, as a Percent of Sales.” These changes were partially offset by higher revenues.
Wendy’s International
| Third Quarter | Nine Months | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Sales | $ | 5.9 | $ | 7.9 | $ | (2.0) | $ | 18.2 | $ | 21.5 | $ | (3.3) | |||||||||||||||||||||||
| Franchise royalty revenue | 20.0 | 19.6 | 0.4 | 58.7 | 56.3 | 2.4 | |||||||||||||||||||||||||||||
| Franchise fees | 1.9 | 2.5 | (0.6) | 8.3 | 7.1 | 1.2 | |||||||||||||||||||||||||||||
| Advertising fund revenue | 10.2 | 9.9 | 0.3 | 29.0 | 28.6 | 0.4 | |||||||||||||||||||||||||||||
| Total revenues | $ | 38.0 | $ | 39.9 | $ | (1.9) | $ | 114.2 | $ | 113.5 | $ | 0.7 | |||||||||||||||||||||||
| Segment profit | $ | 12.9 | $ | 11.1 | $ | 1.8 | $ | 35.4 | $ | 33.7 | $ | 1.7 | |||||||||||||||||||||||
The decrease in Wendy’s International revenues during the third quarter of 2026 was primarily due to a decrease in same-restaurant sales. The increase in Wendy’s International revenues during the first nine months of 2026 was primarily due to (1) an increase in franchise fees and (2) net new restaurant development. These impacts were partially offset by a decrease in same-restaurant sales. Same-restaurant sales decreased during the third quarter and the first nine months of 2026 primarily due to a decrease in traffic, partially offset by higher average check.
The increase in Wendy’s International segment profit during the third quarter of 2026 was primarily due to lower advertising fund expenses. The increase in Wendy’s International segment profit during the first nine months of 2026 was primarily due to (1) higher revenues and (2) lower advertising fund expenses. These impacts were partially offset by (1) an increase in franchise support and other costs and (2) higher general and administrative expenses.
40
Global Real Estate & Development
| Third Quarter | Nine Months | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Franchise fees | $ | 0.3 | $ | 0.9 | $ | (0.6) | $ | 1.3 | $ | 2.1 | $ | (0.8) | |||||||||||||||||||||||
| Franchise rental income | 58.5 | 57.3 | 1.2 | 170.7 | 176.2 | (5.5) | |||||||||||||||||||||||||||||
| Total revenues | $ | 58.8 | $ | 58.2 | $ | 0.6 | $ | 172.0 | $ | 178.3 | $ | (6.3) | |||||||||||||||||||||||
| Segment profit | $ | 25.9 | $ | 27.6 | $ | (1.7) | $ | 81.4 | $ | 79.5 | $ | 1.9 | |||||||||||||||||||||||
The change in Global Real Estate & Development revenues during the third quarter and the first nine months of 2026 was primarily due to the change in franchise rental income, driven by the same factors as described above for “Franchise Rental Income.”
The decrease in Global Real Estate & Development segment profit during the third quarter of 2026 was primarily due to a decrease in lease buyout activity, partially offset by an increase in franchise rental income, driven by the same factors as described above for “Franchise Rental Income.” The increase in Global Real Estate & Development segment profit during the first nine months of 2026 was primarily due to (1) a decrease in franchise rental expense, driven by the same factors as described above for “Franchise Rental Expense,” and (2) gains on new and modified sales-type leases.
Liquidity and Capital Resources
As of September 27, 2026, cash, cash equivalents and restricted cash totaled $432.0 million. In addition, the Company maintains a revolving financing facility, which allows for the drawing of up to $300.0 million. Our primary sources of liquidity and capital resources are cash flows from operations and borrowings under our securitized financing facility. In light of recent operating results and their contribution to financial pressure for certain of our franchisees, cash flows from operations have been negatively impacted and may continue to be negatively impacted by franchisee payment delays and deferrals. Based on current levels of operations, the Company expects that available cash and cash flows from operations will provide sufficient liquidity to meet operating cash requirements for the next 12 months.
We currently believe we have the ability to pursue additional sources of liquidity if needed or desired to fund operating cash requirements or for other purposes. However, there can be no assurance that additional liquidity will be readily available or available on terms acceptable to us.
Stock Repurchases
In January 2023, our Board of Directors authorized a repurchase program for up to $500.0 million of our common stock through February 28, 2027, when and if market conditions warrant and to the extent legally permissible (the “January 2023 Authorization”). During the nine months ended September 27, 2026, no shares were repurchased under the January 2023 Authorization. As of September 27, 2026, the Company had $35.0 million of availability remaining under the January 2023 Authorization.
Dividends
On March 16, 2026, June 15, 2026, and September 15, 2026, the Company paid quarterly cash dividends per share of $.14, $.14 and $.07, respectively, aggregating $66.7 million. On November 5, 2026, the Company announced a dividend of $.07 per share to be paid on December 15, 2026 to stockholders of record as of December 1, 2026. As a result, the Company expects that its total cash requirement for the fourth quarter of 2026 will be approximately $13.4 million based on the number of shares of its common stock outstanding at October 29, 2026. The Company currently intends to continue to declare and pay quarterly cash dividends; however, there can be no assurance that any additional quarterly dividends will be declared or paid or of the amount or timing of such dividends, if any.
Long-Term Debt, Including Current Portion
Wendy’s U.S. advertising fund has a revolving line of credit, which was established to support the Company’s advertising fund operations. During the three months ended March 29, 2026, the Company borrowed and repaid $11.5 million under the revolving line of credit, then subsequently borrowed and repaid $3.6 million under the revolving line of credit. During the three months ended June 28, 2026, the Company borrowed and repaid $2.7 million under the revolving line of credit. During the
41
three months ended September 27, 2026, the Company increased the Wendy’s U.S. advertising fund revolving line of credit from $15.0 million to $25.0 million and borrowed and repaid $16.0 million under the revolving line of credit, then subsequently borrowed and repaid $21.1 million under the revolving line of credit. As a result, as of September 27, 2026, the Company had no outstanding borrowings under the revolving line of credit.
Except as described above, there were no material changes to the Company’s debt obligations since December 28, 2025. The Company was in compliance with its debt covenants as of September 27, 2026. See Note 7 to the Condensed Consolidated Financial Statements contained in Item 1 herein and “Item 1A. Risk Factors” in “Part II. Other Information” for further information related to our long-term debt obligations.
Cash Flows from Operating, Investing and Financing Activities
The table below summarizes our cash flows from operating, investing and financing activities for the first nine months of 2026 and 2025:
| Nine Months | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| Net cash provided by (used in): | |||||||||||||||||
| Operating activities | $ | 239.0 | $ | 275.3 | $ | (36.3) | |||||||||||
| Investing activities | (49.9) | (100.6) | 50.7 | ||||||||||||||
| Financing activities | (112.3) | (329.6) | 217.3 | ||||||||||||||
| Effect of exchange rate changes on cash | (2.5) | 3.3 | (5.8) | ||||||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | $ | 74.3 | $ | (151.6) | $ | 225.9 | |||||||||||
Operating Activities
Cash provided by operating activities consists primarily of net income, adjusted for non-cash expenses such as depreciation and amortization, deferred income tax and share-based compensation, and the net change in operating assets and liabilities. Cash provided by operating activities was $239.0 million and $275.3 million in the first nine months of 2026 and 2025, respectively. The change was primarily due to (1) lower net income, adjusted for non-cash expenses and (2) a decrease in cash flows resulting from payment delays and deferrals for certain of our franchisees, including amounts subject to payment deferral arrangements, a portion of which we have reserved against. These changes were partially offset by (1) a decrease in cash paid for income taxes and (2) the timing of payments for marketing expenses of the national advertising funds.
Investing Activities
Cash used in investing activities was $49.9 million and $100.6 million in the first nine months of 2026 and 2025, respectively. The change was primarily due to (1) a decrease in payments for acquisitions of $16.9 million compared to the prior year, reflecting the impact of the Company’s acquisition of 35 franchise-operated restaurants during the third quarter of 2025, (2) a decrease in capital expenditures of $15.3 million, (3) an increase in proceeds from dispositions of $11.9 million and (4) a decrease in expenditures associated with the Company’s franchise development fund of $8.5 million.
Financing Activities
Cash used in financing activities was $112.3 million and $329.6 million in the first nine months of 2026 and 2025, respectively. The change was primarily due to (1) a decrease in repurchases of the Company’s common stock of $198.8 million and (2) a decrease in dividends of $36.3 million. These changes were partially offset by a net increase in cash used in long-term debt activities of $15.4 million, reflecting the impact of proceeds and repayments under the Company’s U.S. advertising fund revolving line of credit.
General Inflation, Commodities and Changing Prices
Inflationary pressures on labor and commodity price increases directly impacted our consolidated results of operations during the nine months ended September 27, 2026, and we anticipate continued labor and commodity inflation throughout the remainder of 2026. We attempt to manage any inflationary costs and commodity price increases through selective menu price increases, product mix and focused execution of operational excellence. Delays in implementing such menu price increases and competitive pressures may limit our ability to recover such cost increases in the future. Inherent volatility experienced in
42
certain commodity markets, such as those for beef, chicken, eggs, pork, dairy and grains, could have a significant effect on our results of operations and may have an adverse effect on us in the future. The extent of any impact will depend on our ability to manage such volatility through selective menu price increases, product mix and focused execution of operational excellence.
Seasonality
Wendy’s restaurant operations are moderately seasonal. Wendy’s average restaurant sales are normally higher during the summer months than during the winter months. Because our business is moderately seasonal, results for a particular quarter are not necessarily indicative of the results that may be achieved for any other quarter or for the full fiscal year.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
As of September 27, 2026 there were no material changes from the information contained in the Company’s Form 10-K for the fiscal year ended December 28, 2025.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The management of the Company, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 27, 2026. Based on such evaluations, the Chief Executive Officer and Chief Financial Officer concluded that as of September 27, 2026, the disclosure controls and procedures of the Company were effective at a reasonable assurance level in (1) recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and (2) ensuring that information required to be disclosed by the Company in such reports is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in the internal control over financial reporting of the Company during the third quarter of 2026 that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
There are inherent limitations in the effectiveness of any control system, including the potential for human error and the possible circumvention or overriding of controls and procedures. Additionally, judgments in decision-making can be faulty and breakdowns can occur because of a simple error or mistake. An effective control system can provide only reasonable, not absolute, assurance that the control objectives of the system are adequately met. Accordingly, the management of the Company, including its Chief Executive Officer and Chief Financial Officer, does not expect that the control system can prevent or detect all error or fraud. Finally, projections of any evaluation or assessment of effectiveness of a control system to future periods are subject to the risks that, over time, controls may become inadequate because of changes in an entity’s operating environment or deterioration in the degree of compliance with policies or procedures.
43
PART II. OTHER INFORMATION
Special Note Regarding Forward-Looking Statements and Projections
This Quarterly Report on Form 10-Q and oral statements made from time to time by representatives of the Company may contain or incorporate by reference certain statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Generally, forward-looking statements include the words “may,” “believes,” “plans,” “expects,” “anticipates,” “intends,” “estimate,” “goal,” “upcoming,” “annualized,” “outlook,” “guidance” or the negation thereof, or similar expressions. In addition, all statements that address future operating, financial or business performance, strategies or initiatives, future efficiencies or savings, anticipated costs or charges, future capitalization, anticipated impacts of recent or pending investments or transactions and statements expressing general views about future results or brand health are forward-looking statements within the meaning of the Reform Act. Forward-looking statements are based on our expectations at the time such statements are made, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors. For all of our forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Reform Act. Our actual results, performance and achievements may differ materially from any future results, performance or achievements expressed or implied by our forward-looking statements. Many important factors could affect our future results and cause those results to differ materially from those expressed in or implied by our forward-looking statements. Such factors include, but are not limited to, the following:
•the impact of competition or poor customer experiences at Wendy’s restaurants;
•adverse economic conditions or volatility or disruptions, including in regions with a high concentration of Wendy’s restaurants;
•changes in discretionary consumer spending and consumer tastes and preferences;
•conditions beyond our control, such as adverse weather conditions, natural disasters, hostilities, social unrest, health epidemics or pandemics or other catastrophic events;
•impacts to our corporate reputation or the value and perception of our brand;
•the effectiveness of our marketing and advertising programs and new product development;
•our ability to manage the impact of social or digital media;
•our ability to protect our intellectual property;
•food safety events or health concerns involving our products;
•our ability to successfully implement important strategic initiatives, effectively managing or maintaining growth and market share across our dayparts or executing strategic transactions;
•our ability to grow our business through new restaurant development;
•our ability to effectively manage the acquisition and disposition of restaurants and other restaurant activity;
•risks associated with leasing and owning significant amounts of real estate, including environmental matters;
•risks associated with our international operations, including our ability to execute our international growth strategy;
•changes in commodity and other operating costs;
•shortages or interruptions in the supply or distribution of our products and other risks associated with our independent supply chain purchasing co-op;
•the impact of increased labor costs or labor shortages;
44
•the continued succession and retention of key personnel and the effectiveness of our leadership and organizational structure;
•risks associated with our digital commerce strategy, platforms and technologies, including our ability to adapt to changes in industry trends and consumer preferences;
•our and our franchisees’ dependence on computer systems and information technology, including risks associated with the failure or interruption of our systems or technology or the occurrence of cybersecurity incidents or deficiencies;
•risks associated with our securitized financing facility and other debt agreements, including compliance with operational and financial covenants, restrictions on our ability to raise additional capital, the impact of our overall debt levels and our ability to generate sufficient cash flow to meet our debt service obligations and operate our business;
•risks associated with our capital allocation policy, including the amount and timing of equity and debt repurchases and dividend payments;
•risks associated with complaints and litigation, compliance with legal and regulatory requirements and a focus on corporate responsibility issues;
•risks associated with the availability and cost of insurance, the recognition of impairment or other charges, changes in tax rates or tax laws and fluctuations in foreign currency exchange rates;
•Trian Fund Management, L.P. and certain of its affiliates filed a Schedule 13D/A with the SEC on February 18, 2026 indicating, among other things, that they intend to explore and evaluate the possibility of participating, alone or with third parties, in certain potential transactions with respect to us to enhance stockholder value; there can be no assurance that (i) any such potential transactions will occur or result in additional value for our stockholders or (ii) that the exploration of potential transactions will not have an adverse impact on our business; and
•other risks and uncertainties affecting us and our subsidiaries referred to in our Annual Report on Form 10-K filed with the SEC on February 23, 2026 (see especially “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and in our other current and periodic filings with the SEC.
In addition to the factors described above, there are risks associated with our predominantly franchised business model that could impact our results, performance and achievements. Such risks include our ability to identify, attract and retain experienced and qualified franchisees, our ability to effectively manage the transfer of restaurants between and among franchisees, the business and financial health of franchisees, the ability of franchisees to meet their royalty, advertising, development, reimaging and other commitments, participation by franchisees in brand strategies and the fact that franchisees are independent third parties that own, operate and are responsible for overseeing the operations of their restaurants. Our predominantly franchised business model may also impact the ability of the Wendy’s system to effectively respond and adapt to market changes.
All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. New risks and uncertainties arise from time to time, and factors that we currently deem immaterial may become material, and it is impossible for us to predict these events or how they may affect us. We assume no obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q as a result of new information, future events or developments, except as required by federal securities laws, although we may do so from time to time. We do not endorse any projections regarding future performance that may be made by third parties.
45
Item 1. Legal Proceedings.
The Company is involved in litigation and claims incidental to our business. We provide accruals for such litigation and claims when we determine it is probable that a liability has been incurred and the loss is reasonably estimable. The Company believes it has adequate accruals for all of its legal and environmental matters. We cannot estimate the aggregate possible range of loss for our existing litigation and claims due to various reasons, including, but not limited to, many proceedings being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur, and significant factual matters unresolved. In addition, most cases seek an indeterminate amount of damages and many involve multiple parties. Predicting the outcomes of settlement discussions or judicial or arbitral decisions is thus inherently difficult and future developments could cause these actions or claims, individually or in aggregate, to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows of a particular reporting period.
Item 1A. Risk Factors.
In addition to the information contained in this report, you should carefully consider the risk factors disclosed in our Form 10-K, which could materially affect our business, financial condition or future results. Except as set forth below or as may be described elsewhere in this report, there have been no material changes from the risk factors previously disclosed in our Form 10-K.
We may not be successful in implementing important strategic initiatives, effectively managing or maintaining growth and market share across our dayparts or executing strategic transactions, any of which may have an adverse impact on our business, results of operations and financial condition.
We may not be able to implement important strategic initiatives in accordance with our expectations or that generate expected returns. For example, in the fourth quarter of 2026, we announced Dave’s Way, a multi-year strategy focused on growing customer traffic and market share while strengthening restaurant profitability. The five strategic pillars of Dave’s Way include: (1) Our Menu with Quality Food at Real Value; (2) Distinct Branding and Marketing to Drive Demand; (3) Operational Excellence that Delights Customers; (4) A Winning Digital Experience to Build Frequency and (5) Restaurants as an Engine for Growth. Our ability to successfully execute Dave’s Way and realize its expected benefits is subject to numerous estimates and assumptions, which are subject to uncertainties, and is dependent on a variety of factors.
We may be unable to achieve the goals of Dave’s Way due to competitive pressures and other factors, such as consumer tastes and preferences, the effectiveness of our marketing and advertising programs, the successful development and launch of new products, commodity and labor costs, providing fast and accurate customer experiences, further accelerating our digital business and technological enhancements, driving new restaurant development and ensuring the support, engagement and health of franchisees. Our inability to successfully execute our strategy could have a material adverse impact on our business, results of operations and financial condition. Furthermore, the Company has made the breakfast daypart optional for Wendy’s restaurants in the United States. While we believe that this option will allow our franchisees to focus on the dayparts with the greatest opportunity for profitable growth in their business, our sales results, results of operations and financial condition may be negatively impacted.
In addition, Wendy’s from time to time evaluates and may pursue other opportunities for growth, including through new and existing franchise partners, joint venture investments, the expansion of our brand through other opportunities and strategic mergers, acquisitions and divestitures. These strategic initiatives involve various risks, including general transaction and business risk, integration and synergy risk, market acceptance risk and risks associated with the potential diversion of management’s attention. Strategic transactions may not ultimately create value for us or our stockholders and may harm our reputation and materially adversely affect our business, results of operations and financial condition.
The execution of strategic initiatives, including Dave’s Way, may also be disruptive both internally and to our customers and may be viewed negatively by our shareholders. If we are delayed or unsuccessful in implementing any important strategic initiatives, if implementation proves to be more difficult, costly or time-consuming than expected, or if any important strategic initiatives fail to deliver their expected benefits or we do not fully realize such benefits or such benefits are offset by competitive actions or macroeconomic conditions, our business, results of operations and financial condition may suffer. Even if successful, benefits may take longer than expected to realize.
46
Our predominantly franchised business model presents a number of risks.
As of December 28, 2025, approximately 95% of restaurants in the Wendy’s system were operated by franchisees. Wendy’s franchisees are contractually obligated to operate their restaurants in accordance with the standards set forth in our franchise and other agreements with them. Wendy’s also provides training and support to franchisees. However, franchisees are independent third parties that we do not control, and franchisees own, operate and oversee the daily operations of their restaurants. Specifically, franchisees are solely responsible for developing and utilizing their own policies and procedures, making their own hiring, firing and disciplinary decisions, scheduling hours and establishing wages and managing their day-to-day employment processes and procedures in accordance with applicable laws, rules and regulations, all of which is done independent of Wendy’s. Further, franchisees have discretion as to the prices charged to customers. As a result, the ultimate success and quality of any franchise restaurant rests with the franchisee. If franchisees do not successfully operate their restaurants in a manner consistent with required standards, the royalty and other payments they make to us could be adversely affected and our brand’s image and reputation could be harmed, which in turn, could hurt our business and results of operations.
In addition, the failure of franchisees to adequately engage in capital planning and/or succession planning may adversely affect their financial condition, restaurant operations and development of new Wendy’s restaurants, which in turn could hurt our business and results of operations.
Wendy’s franchisees are an integral part of our business, growth and brand strategies, and difficulties in identifying, attracting and retaining franchisees who meet our criteria could harm our business and brand. Our business and results of operations could be adversely affected if a significant number of franchisees do not participate in brand strategies, such as new restaurant development, restaurant remodeling initiatives, marketing and menu programs and digital commerce platforms and other restaurant technologies. In addition, Wendy’s current franchise model, and the way our brand strategies are executed across the system, may make it difficult for our brand to respond and adapt to the speed of changes in technology, consumer preferences or other factors as quickly as may be required to maintain and grow market share and remain competitive. Certain of our competitors that have a significantly higher percentage of company-operated restaurants than we do may have greater influence over their respective restaurant systems and greater ability to implement operational initiatives and business strategies.
In addition, certain franchisees operate a large number of Wendy’s restaurants. As of December 28, 2025, 203 franchisees operated approximately 5,546 franchise restaurants in the United States. The Company’s ten largest franchisees operated an average of 229 Wendy’s restaurants, representing approximately 41% of the total number of our franchised restaurants in the United States. The concentration of a significant number of franchised restaurants in a limited number of franchisees could subject the Company to an increased level of financial risk in respect of such franchisees, and the risk is particularly magnified among franchisees that are the sole or dominant franchisee for a particular region. If any of these franchisees experience financial or other difficulties, our business could be materially and adversely affected.
We receive revenues in the form of royalties and national advertising funds contributions (both of which are generally based on a percentage of sales at franchised restaurants), as well as rent and fees from franchisees. Accordingly, a substantial portion of our financial results depends upon the operational and financial success of our franchisees. If sales trends or economic conditions worsen for franchisees, or if the overall business or financial health of franchisees deteriorates, their results of operations or financial condition may worsen, which has in the past and could again in the future result in, among other things, increased restaurant closures, decreased restaurant openings or franchisee bankruptcies or insolvency leading to restructuring activities, all of which could reduce our royalty, national advertising funds, rent and other fee revenues. From time to time, we may work with our franchisees who are experiencing financial difficulties to assess and address their financial health and their ability to satisfy their financial obligations to us and any third parties. In certain of these situations, we have and may in the future provide cash flow or other financial and operational support to franchisees by providing royalty, advertising, rent or other relief, offering deferrals, waivers, setoffs or other modifications of certain franchisee obligations, extending loans or guarantees and/or advancing cash payments. These actions have and may in the future adversely affect our cash flow and financial results, which may be material, and there is no guarantee that any such support to franchisees will be successful in improving their results of operations or financial condition or preventing franchisee bankruptcies, insolvency or restructuring actions. For example, see Notes 2 and 3 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information regarding our current accounts receivable and allowance for doubtful accounts, which reflects an increase in payment obligations from certain of our franchisees who are not current on their royalty, advertising and other fees under their respective franchise and other agreements. We have entered into deferral arrangements with certain of our franchisees, including certain of our largest franchisees, with respect to such amounts owed or anticipated to be owed to us. There is also no guarantee that we will receive all or any of the amounts due to us under our franchise agreements, notes receivable and other agreements. Prolonged periods of declining sales and profitability for franchisees can exacerbate these
47
risks. If franchisees are unable to obtain financing at commercially reasonable rates, or at all, they may be unwilling or unable to invest in their existing restaurants or new restaurant development, and our future growth and results of operations could be adversely affected. Furthermore, an insolvency event or bankruptcy proceeding involving a franchisee could prevent or delay us from collecting payments or exercising any of our other rights under the franchise or other related agreement with such franchisee. For example, on September 16, 2026, we delivered a notice of termination of the franchise agreements of Meritage Hospitality Group, Inc. (“Meritage”), a franchisee which operated 314 Wendy’s restaurants as of that date, due to Meritage’s failure to make certain required payments to us, including $27.4 million in overdue royalties, advertising and other fees. On September 17, 2026, Meritage filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. As of the date of this report, Meritage continues to operate approximately 276 Wendy’s restaurants across nine markets within the Chapter 11 proceedings, following the closure of certain locations subsequent to the bankruptcy filing. On November 4, 2026, the Company, Meritage and certain of its lenders signed a letter of intent (the “LOI”) whereby the Company would acquire up to 163 of Meritage’s Wendy’s restaurants, subject to a definitive agreement, better and higher offers and court approval of the transaction. Meritage is also exploring the sale and recapitalization of its other markets not included in the LOI. However, there can be no assurances that any transaction with Meritage pursuant to the LOI or any other restaurant sales or transfers will be consummated or that Meritage’s bankruptcy will not have an adverse impact on our results of operations, cash flows or financial condition or on the performance of the Wendy’s system.
Additionally, when Company-operated restaurants with leased real estate are sold to franchisees, we are often required to remain responsible for lease payments for these restaurants in the event the purchasing franchisees default on their leases. Similarly, when we lease or sublease properties to franchisees, we remain responsible for certain expenses related to the properties, such as lease payments and maintenance charges. If franchisees fail to renew their franchise agreements or fail to perform under or extend their leases or subleases with us, or if we are unable to identify, attract and retain new franchisees who meet our criteria and can successfully implement development agreements and expansion plans, then our royalty and rental revenues may decrease and our future growth could be adversely affected.
We have a significant amount of debt outstanding, and such indebtedness could adversely affect our business, results of operations and financial condition.
As of September 27, 2026, the Company had approximately $2.7 billion of outstanding debt on its balance sheet. Additionally, a subsidiary of the Company has issued variable funding notes, which allow for the borrowing of up to $300.0 million from time to time on a revolving basis. This level of debt could have significant consequences on the Company’s future operations, including: (i) making it more difficult to meet payment and other obligations under outstanding debt; (ii) resulting in an event of default if the Company’s subsidiaries fail to comply with the financial and other restrictive covenants contained in debt agreements, which event of default could result in all of the Company’s subsidiaries’ debt becoming immediately due and payable; (iii) reducing the availability of the Company’s cash flow to fund working capital, capital expenditures, equity and debt repurchases, dividends, acquisitions and other general corporate purposes, and limiting the Company’s ability to obtain additional financing for these purposes; (iv) subjecting the Company to the risk of increased sensitivity to interest rate increases on indebtedness with variable interest rates; (v) limiting the Company’s flexibility in planning for or reacting to, and increasing its vulnerability to, changes in the Company’s business or industry or the general economy; and (vi) placing the Company at a competitive disadvantage compared to its competitors that are less leveraged.
The ability of the Company to make payments on, repay or refinance its debt, and to fund planned capital expenditures, dividends and other cash needs will depend largely upon its future operating performance and ability to generate significant cash flows. In addition, the ability of the Company to borrow funds in the future to make payments on its debt will depend on the satisfaction of the covenants in the securitized financing facility and other debt agreements, and other agreements it may enter into in the future. If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us under our variable funding notes in amounts sufficient to fund our other liquidity needs, our business, results of operations and financial condition may be adversely affected. If we cannot generate sufficient cash flow from operations to make scheduled principal amortization and interest payments on our debt obligations in the future, we may need to refinance all or a portion of our indebtedness on or before maturity, sell assets, delay capital expenditures or seek additional equity. If we are unable to refinance any of our indebtedness on commercially reasonable terms or at all or to effect any other action relating to our indebtedness on satisfactory terms or at all, our business may be harmed. Further, our ability to incur additional indebtedness in order to refinance all or a portion of our existing indebtedness is subject to our satisfying certain incurrence covenants, including a senior ABS net leverage ratio. Recent performance trends have heightened, and may continue to heighten, certain of the risks described herein, including our ability to incur additional indebtedness in order to refinance our existing indebtedness. If current performance trends continue or worsen, our flexibility in refinancing our existing debt could be adversely impacted. Our debt is rated by credit ratings agencies and these agencies may downgrade their credit ratings for us based on the performance of our business, our capital strategies or their overall view of our industry. There can be no assurance
48
that any rating assigned to our currently outstanding indebtedness will remain in effect for any given period of time or that any such ratings will not be lowered, suspended or withdrawn entirely by a rating agency if, in that agency’s judgment, circumstances so warrant. For example, on September 29, 2026, S&P placed its ratings of our Class A-2 notes on CreditWatch with negative implications, and there can be no assurance that such review will not result in a downgrade of our Class A-2 notes. A downgrade of our credit ratings could, among other things, increase our cost of borrowing, limit our ability to access capital, impact the timing of any refinancing transactions or result in more restrictive covenants in agreements governing the terms of any future indebtedness that we may incur, and thereby could adversely impact our business and results of operations.
In addition to the Company’s outstanding indebtedness, the Company is subject to risks related to certain commitments, guarantees and other liabilities. These commitments, guarantees and other liabilities could have an adverse effect on the Company’s liquidity and its ability to meet payment obligations. The Company may incur additional indebtedness, guarantees, commitments or other liabilities in the future that could amplify the risks that the Company currently faces.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table provides information with respect to repurchases of shares of our common stock by us and our “affiliated purchasers” (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the third quarter of 2026:
Issuer Repurchases of Equity Securities
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans (2) | ||||||||||
| June 29, 2026 through August 2, 2026 | 3,005 | $6.79 | — | $35,000,024 | ||||||||||
| August 3, 2026 through August 30, 2026 | 204,554 | $8.23 | — | $35,000,024 | ||||||||||
| August 31, 2026 through September 27, 2026 | 24,978 | $8.30 | — | $35,000,024 | ||||||||||
| Total | 232,537 | $8.22 | — | $35,000,024 | ||||||||||
(1)Represents shares of common stock reacquired by the Company from holders of share-based awards to satisfy certain requirements associated with the vesting or exercise of the respective award. The shares were valued at the fair market value of the Company’s common stock on the vesting or exercise date of such awards, as set forth in the applicable plan document.
(2)In January 2023, our Board of Directors authorized a repurchase program for up to $500.0 million of our common stock through February 28, 2027, when and if market conditions warrant and to the extent legally permissible.
49
Item 6. Exhibits.
| EXHIBIT NO. | DESCRIPTION | ||||
| 10.1 | Employment Letter between The Wendy’s Company and Tariq H. Hassan dated as of August 21, 2026.* ** | ||||
| 10.2 | Amendment No. 1 to the Second Amended and Restated Base Indenture, dated as of October 7, 2026, by and between Wendy’s Funding, LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary.* | ||||
| 10.3 | Management Agreement, dated as of June 1, 2015, as updated to reflect the changes made by all amendments and other changes thereto.* | ||||
| 31.1 | Certification of the Chief Executive Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | ||||
| 31.2 | Certification of the Chief Financial Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | ||||
| 32.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | ||||
| 101 | The following financial information from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2026 formatted in Inline eXtensible Business Reporting Language: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements. | ||||
| 104 | The cover page from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2026, formatted in Inline XBRL and contained in Exhibit 101. | ||||
_______________
| * | Filed herewith. | ||||
| ** | Identifies a management contract or compensatory plan or arrangement. | ||||
50
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE WENDY’S COMPANY (Registrant) | |||||
| Date: November 5, 2026 | By: /s/ Steven W. Cirulis | ||||
| Steven W. Cirulis | |||||
| Chief Financial Officer and Chief Strategy Officer | |||||
| (On behalf of the registrant and as Principal Financial Officer) | |||||
| Date: November 5, 2026 | By: /s/ Aaron M. Kale | ||||
| Aaron M. Kale | |||||
| Chief Accounting Officer and Vice President – Tax | |||||
| (Principal Accounting Officer) | |||||
51