Every 8-K that The Wendy's Company (WEN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow WEN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full WEN filings page.
The Wendy’s Company reported that Pete Suerken, President, U.S., has notified the company of his intention to resign to become President and Chief Executive Officer of Quality Supply Chain Co-op, Inc., the independent purchasing cooperative for the Wendy’s system. His departure is anticipated to be effective August 31, 2026.
In connection with this change, Wendy’s plans to eliminate the role of President, U.S. and create a new Chief Operations Officer position reporting to the company’s President and Chief Executive Officer, for which it is currently recruiting. The Compensation and Human Capital Committee approved pro-rated accelerated vesting of 80,481 restricted stock units from a one-time make-whole award granted in July 2025, and a pro-rated 2026 annual cash incentive based on actual company performance, payable with other executives. All other outstanding equity awards will be forfeited, and Mr. Suerken will not receive additional departure benefits.
The Wendy’s Company reported unaudited results for the quarter ended June 28, 2026. Total revenues were $570.6 million, up 1.7% year over year, while global systemwide sales were approximately $3.4 billion, with constant-currency systemwide sales growth of (6.5)% and global same-restaurant sales down 6.3%, including a 7.0% decline in the U.S.
Profitability weakened: operating profit fell to $79.3 million, net income to $32.6 million (down 40.8%), diluted EPS to $0.17, and adjusted EBITDA to $124.1 million, a 15.4% decline. U.S. company-operated restaurant margin contracted to 13.8% from 16.2%, pressured by commodity and labor inflation and lower traffic. Year-to-date free cash flow increased to $120.3 million, up 9.9%, aided by lower capital expenditures and cash taxes.
New leadership is formulating a turnaround plan across menu, marketing, operations, digital and restaurant growth. To support this, the company reduced its annualized dividend to $0.28 per share and declared a quarterly dividend of $0.07 payable September 15, 2026, and withdrew its 2026 financial outlook. No share repurchases occurred in the second quarter, with $35.0 million remaining under the authorization expiring February 2027.
The Wendy’s Company approved a one-time restricted stock unit award with a grant date fair value of $500,000 for E.J. Wunsch, President, International, under its 2020 Omnibus Award Plan.
The award will be granted effective August 11, 2026 and will vest in substantially equal installments on each of the first two anniversaries of the grant date, subject to Mr. Wunsch’s continued employment. The grant follows the appointment of Robert D. Wright as President and Chief Executive Officer and is intended to maintain continuity and recognize the performance and growth of the company’s international business.
The Wendy’s Company announced a Chief Financial Officer transition. The Board appointed Steve Cirulis as Chief Financial Officer and Chief Strategy Officer, effective June 23, 2026. He will report to President and CEO Bob Wright and join the senior leadership team.
Current CFO Ken Cook will cease serving as CFO on the effective date and his employment will be terminated without cause effective July 31, 2026, with severance consistent with a termination without cause and an enhanced 24 months of salary continuation in recognition of his prior interim CEO service.
Cirulis’ employment letter provides a $675,000 annual base salary and an annual bonus target equal to 90% of salary, with payout from zero to 200% of target based on performance. He will receive long-term incentives with an initial annualized grant date target fair value of $1,650,000, including PSUs, RSUs and stock options, and will be eligible for severance benefits if terminated without cause or within 12 months after a change in control, subject to a release.
The Wendy’s Company reported a leadership change in its accounting function. Chief Accounting Officer and principal accounting officer Suzanne M. Thuerk notified the company on June 4, 2026 of her intention to resign to pursue an opportunity outside the restaurant space.
On June 7, 2026, Aaron M. Kale, then Vice President – Tax, was appointed Chief Accounting Officer and Vice President – Tax, serving as principal accounting officer effective June 8, 2026. Ms. Thuerk will remain in a non-executive role until July 10, 2026 to support a smooth transition.
The Wendy’s Company reported the results of its 2026 Annual Meeting of Stockholders. Stockholders approved an amendment to the 2020 Omnibus Award Plan, adding 21,000,000 shares of common stock available for equity awards. All eight director nominees were elected with solid majority support.
Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026 and approved an advisory resolution on executive compensation. In addition, a stockholder proposal to restrict the use of “blank-check” preferred stock was approved, reflecting support for tighter limits on future preferred stock authorization.
The Wendy’s Company is appointing Robert D. “Bob” Wright as President and Chief Executive Officer, effective May 21, 2026, and adding him to its Board. Interim CEO Kenneth Cook will return full-time to his role as Chief Financial Officer.
Wright’s employment letter sets his annual base salary at $1 million, with a target annual bonus equal to 175% of salary, ranging from zero to 200% of target based on performance. For 2026, he will receive long-term equity awards with target grant date fair values of $3.1 million in performance share units, $900,000 in restricted stock units, and $1.5 million in stock options, plus eligibility for executive benefit plans and severance under the existing executive severance policy.
The Wendy’s Company reported mixed first quarter 2026 results. Total revenues rose to $540.6 million, up 3.3%, but profitability weakened. Operating profit fell to $64.9 million, net income dropped to $22.7 million and diluted earnings per share declined to $0.12, with adjusted EBITDA down to $111.3 million.
Global systemwide sales slipped as U.S. same-restaurant sales fell 7.8% and U.S. systemwide sales declined 7.3%, partly offset by international systemwide sales growth of 6.0%. Free cash flow decreased to $36.5 million from $68.0 million.
Management highlighted early-stage turnaround efforts, including a new Biggie platform, upgraded premium hamburgers and new chicken sandwiches, along with operational initiatives aimed at improving order accuracy and customer satisfaction. International expansion remains a key growth driver; the company announced a new franchise agreement to develop up to 1,000 restaurants across China over the next 10 years.
For 2026, Wendy’s continues to expect global systemwide sales to be approximately flat, adjusted EBITDA of $460–$480 million, adjusted earnings per share of $0.56–$0.60 and free cash flow of $190–$205 million. The company declared a quarterly dividend of $0.14 per share, payable on June 15, 2026, and ended with approximately $35.0 million remaining under its share repurchase authorization.
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.
The Wendy’s Company reported softer results for 2025 and a cautious 2026 outlook. For 2025, total revenues declined to $2,176.9 million from $2,246.5 million, while net income fell to $165.1 million and diluted earnings per share decreased to $0.85 from $0.95. Global systemwide sales declined 3.5%, with U.S. same-restaurant sales down 5.6% and international systemwide sales up 8.1%. Adjusted EBITDA slipped to $522.4 million and free cash flow to $205.4 million. The company declared a $0.14 per-share quarterly dividend, with about 190.4 million shares outstanding as of February 6, 2026. For 2026, Wendy’s expects approximately flat global systemwide sales, adjusted EBITDA of $460 to $480 million, adjusted earnings per share of $0.56 to $0.60, and free cash flow of $190 to $205 million, while continuing its Project Fresh turnaround plan.
The Wendy’s Company provided an update on its search for a permanent Chief Executive Officer. The Board of Directors, supported by a leading global executive search firm, is evaluating a strong group of internal and external candidates with the experience and leadership skills it believes are needed to guide Wendy’s through its next phase of growth and continue executing the company’s turnaround plans.
The Board emphasized that the CEO selection process is progressing well and expressed confidence in both the candidates under consideration and the current management team. It highlighted ongoing collaboration with Interim CEO Ken Cook and senior leadership to maintain continuity and execution. The company also confirmed that it will release its fourth quarter and full year 2025 results on February 13, 2026, as previously announced.
The Wendy’s Company completed a $450 million securitized financing through Wendy’s Funding, LLC, issuing Series 2025-1 5.422% Fixed Rate Senior Secured Notes, Class A-2. These notes are backed by most of the company’s domestic and certain foreign revenue-generating assets, including franchise-related agreements, real estate interests and intellectual property held by dedicated securitization subsidiaries that guarantee the obligations.
The notes pay quarterly interest and principal, have an anticipated repayment date in December 2032 and a legal final maturity in December 2055; if they are not repaid or refinanced by the anticipated date, additional interest will accrue based on U.S. Treasury yields plus stated margins. Net proceeds will be used to repay existing Series 2019-1 3.783% Fixed Rate Senior Secured Notes, Class A-2-I, retire 7.00% Debentures due December 15, 2025, cover transaction fees and expenses, and support general corporate purposes including potential growth initiatives, return of capital to shareholders and further debt repayment. The company also entered into amended base indenture and management agreements that, once specified conditions are met, provide greater flexibility around asset disposition proceeds, future note issuance and certain debt incurrence tests, while maintaining covenants, rapid amortization triggers and customary events of default.
The Wendy’s Company has agreed to issue and sell $450,000,000 of Series 2025-1 5.422% Fixed Rate Senior Secured Notes, Class A-2, through its securitization master issuer, Wendy’s Funding, LLC. The notes are being sold in a privately placed securitization to initial purchasers led by Barclays Capital Inc., with interest paid quarterly.
The notes have an anticipated repayment date in December 2032, after which additional interest will accrue if they are not repaid or refinanced, based on a formula tied to 10‑year U.S. Treasury yields plus stated spreads. Closing is expected by the end of the fourth quarter of 2025, subject to customary closing conditions in the purchase agreement, and there is no assurance the transaction will be completed.
The securities will not be registered under the Securities Act and may only be offered or sold in the United States under an applicable exemption. The purchase agreement includes customary representations, covenants and indemnification of the initial purchasers against certain liabilities, including under the Securities Act.
The Wendy’s Company announced that its subsidiaries have begun marketing a financing for an offering of a new series of securitized notes. They intend to issue a combined aggregate principal amount of $400 million in new fixed rate senior secured notes, the Series 2025-1 Class A-2 Notes.
Wendy’s plans to use the net proceeds to repay its outstanding Series 2019-1 3.783% Fixed Rate Senior Secured Notes, Class A-2-I, repay its 7.00% Debentures due December 15, 2025, pay transaction fees and expenses, and for general corporate purposes, which may include funding growth initiatives, returning capital to shareholders, and additional debt repayment.
The offering is subject to market and other conditions, and there is no assurance on timing or completion. The notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption.
The Wendy’s Company (WEN) 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.
The Wendy’s Company filed a Form 8-K after issuing a press release about Project Fresh, described as a strategic plan to drive growth and enhance value creation. The press release is furnished as Exhibit 99.1.
The company states that the information under Item 7.01, including Exhibit 99.1, is being furnished rather than filed and will not be incorporated by reference into its Securities Act or Exchange Act filings.
On August 8, 2025, The Wendy’s Company (Nasdaq: WEN) filed a Form 8-K to furnish, under Item 2.02, a press release detailing its fiscal quarter ended June 29, 2025 results. The release is attached as Exhibit 99.1; however, no quantitative figures or guidance are included in the filing itself. The Company expressly designates the information as “furnished, not filed,” thereby limiting Section 18 liability and preventing automatic incorporation by reference into other Securities Act or Exchange Act documents. Additional exhibits include Exhibit 104 containing iXBRL cover-page data. Apart from announcing the availability of the earnings release, the 8-K contains no other material events or transactions.