[8-K] Wendy's Co Reports Material Event

Rhea-AI Filing Summary

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

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

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

Wendy's Co false 0000030697 --12-28 0000030697 2025-11-05 2025-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 5, 2025

THE WENDY’S COMPANY

(Exact name of registrant, as specified in its charter)

Delaware		1-2207		38-0471180
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

One Dave Thomas Boulevard, Dublin, Ohio		43017
(Address of principal executive offices)		(Zip Code)

(614) 764-3100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.10 par value		WEN		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 7, 2025, The Wendy’s Company (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended September 28, 2025 and other information. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02, including the Exhibit 99.1 furnished under Item 9.01, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section. Furthermore, the information in this Item 2.02, including the Exhibit 99.1 furnished under Item 9.01, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended or the Exchange Act.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 5, 2025, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Board’s Nominating and Governance Committee, approved and adopted amendments to the Company’s By-Laws (as amended and restated through November 5, 2025, the “By-Laws”) which include updating the By-Laws to: (i) provide for an orderly process for stockholders to request a record date for stockholder action by written consent; (ii) conform the information required with respect to requesting a record date for stockholder action by written consent with the information required in connection with an annual meeting; (iii) provide for certain other mechanical procedures with respect to stockholder action by written consent; (iv) eliminate the requirement to make a stockholder list available for examination at meetings of stockholders, as provided for by amendments to the Delaware General Corporation Law; (v) make the Board’s Senior Vice Chair and Vice Chair roles optional, instead of mandatory; and (vi) make certain other technical, conforming, modernizing or clarifying changes. The foregoing description is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		By-Laws of The Wendy’s Company (as amended and restated through November 5, 2025).
99.1		Press release issued by The Wendy’s Company on November 7, 2025.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

2

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 hereunto duly authorized.

				THE WENDY’S COMPANY
Date:  November 7, 2025				By:		/s/ Mark L. Johnson
						Mark L. Johnson
						Director – Corporate & Securities Counsel, and Assistant Secretary

3