Wendy’s (WEN) addresses Trian amended 13D and highlights Project Fresh plan

Rhea-AI Filing Summary

The Wendy’s Company filed a current report to share a press release responding to an amended Schedule 13D filing by Trian Fund Management and its affiliates. The company says its board and management regularly review strategic priorities with the goal of maximizing value for all shareholders.

The board states it will carefully evaluate any proposal Trian may submit, consistent with its fiduciary duties. Wendy’s also reiterates that it is executing its “Project Fresh” turnaround plan to strengthen its U.S. business while continuing international growth, and expresses confidence in its brand, team, franchisees, and long-term plans.

Wendy's Co false 0000030697 0000030697 2026-02-18 2026-02-18

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): February 18, 2026

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 7.01. Regulation FD Disclosure.

On February 18, 2026, The Wendy’s Company (the “Company”) issued a press release regarding the Schedule 13D/A filed by Trian Fund Management, L.P. and certain of its affiliates with the Securities and Exchange Commission.

A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information in this Item 7.01, 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 7.01, 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release issued by The Wendy’s Company on February 18, 2026.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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: February 18, 2026				By:		/s/ Mark L. Johnson
						Mark L. Johnson
						Director – Corporate & Securities Counsel, and Assistant Secretary

Exhibit 99.1

The Wendy’s Company Comments on Amended 13D Filing from Trian Partners

DUBLIN, Ohio – February 18, 2026 — The Wendy’s Company (Nasdaq: WEN) today issued the following statement regarding the Schedule 13D/A filed by Trian Fund Management, L.P. and certain of its affiliates with the Securities and Exchange Commission:

“The Wendy’s Company’s Board of Directors and management team regularly review the Company’s strategic priorities and opportunities with the goal of maximizing value for all shareholders. Our Board is committed to continuing to act in the best interests of the Company and its shareholders. If and when any proposal is submitted by Trian Partners, the Board of Directors will carefully evaluate it, consistent with its fiduciary duties.

As discussed during our recent fourth quarter 2025 earnings call, we are executing our Project Fresh turnaround plan with urgency to strengthen our U.S. business while continuing to deliver strong growth internationally. With an iconic brand, a great team, passionate franchisees, improved capabilities, and the right plan to deliver results, we are confident that we have all the ingredients necessary for long-term success.”

Forward-Looking Statements

This press release contains certain statements that are not historical facts, including statements regarding the Company’s strategic priorities and opportunities and future performance. Those statements, as well as statements preceded by, followed by, or that include the words “will,” “may,” “believes,” “intends,” “plans,” “expects,” “anticipates,” or similar expressions constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). The forward-looking statements are based on the Company’s expectations at the time, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These factors include, but are not limited to, the factors identified in the “Special Note Regarding Forward-Looking Statements and Projections” and “Risk Factors” sections of our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and in our other filings with the Securities and Exchange Commission. For all forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act.

About Wendy’s

The Wendy’s Company (Nasdaq: WEN) and Wendy’s^® franchisees employ hundreds of thousands of people across more than 7,000 restaurants worldwide. Founded in 1969, Wendy’s is committed to the promise of Fresh Famous Food, Made Right, For You, delivered to customers through its craveable menu including made-to-order square hamburgers using fresh beef*, and fan favorites like the Spicy Chicken Sandwich and nuggets, Baconator^®, and the Frosty^® dessert. Wendy’s supports the Dave Thomas Foundation for Adoption^®, established by its founder, which seeks to dramatically increase the number of adoptions of children waiting in North America’s foster care system. Learn more about Wendy’s at www.wendys.com. For details on franchising, visit www.wendys.com/franchising. Connect with Wendy’s on X, Instagram and Facebook.

* Fresh beef available in the contiguous U.S. and Alaska, as well as Canada, Mexico, Puerto Rico, the UK, and other select international markets.

Investor Contact:

Aaron Broholm

Head of Investor Relations

(614) 764-3345; aaron.broholm@wendys.com

Media Contact:

Heidi Schauer

Vice President – Communications, Public Affairs & Customer Care

(614) 764-3368; heidi.schauer@wendys.com

FAQ

What did The Wendy’s Company (WEN) disclose about Trian’s amended Schedule 13D?

The Wendy’s Company released a statement acknowledging the amended Schedule 13D filed by Trian Fund Management and affiliates. It emphasized that the board regularly reviews strategic priorities and will carefully evaluate any proposal Trian may submit in line with its fiduciary duties to shareholders.

How is Wendy’s (WEN) board responding to potential proposals from Trian Partners?

Wendy’s board said that if and when Trian submits any proposal, it will be carefully evaluated consistent with the board’s fiduciary duties. The statement underscores a commitment to act in the best interests of the company and all shareholders while reviewing strategic options.

What is Wendy’s Project Fresh turnaround plan mentioned in the 8-K filing?

Wendy’s described its Project Fresh turnaround plan as focused on strengthening its U.S. business while continuing strong international growth. The company referenced the plan from its recent fourth quarter 2025 earnings call and said it is being executed with urgency to improve business performance.

How does Wendy’s (WEN) describe its long-term outlook in this disclosure?

Wendy’s expressed confidence in its long-term success, citing its iconic brand, strong team, passionate franchisees, and improved capabilities. The company believes these elements, combined with the Project Fresh plan, provide the key ingredients needed to deliver results and create long-term shareholder value.

Does the Wendy’s 8-K about Trian include any financial results or guidance?

The disclosure centers on Wendy’s statement regarding Trian’s amended Schedule 13D and its strategic priorities. It does not present specific financial results or guidance, instead reiterating the ongoing Project Fresh turnaround plan and the board’s commitment to shareholder interests and fiduciary responsibilities.

What forward-looking statement cautions does Wendy’s include in its Trian-related press release?

Wendy’s notes the press release contains forward-looking statements about strategic priorities and future performance. It warns that actual results may differ due to various risks and uncertainties, and refers investors to risk factor sections in its Form 10-K, Form 10-Q, and other SEC filings.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 7.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB