wen-20260628

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 June 28, 2026


☐						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

THE WENDY’S COMPANY

(Exact name of registrant as specified in its charter)


Delaware		38-0471180
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Dave Thomas Blvd.
Dublin,	Ohio	43017
(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
Common Stock, $.10 par value	WEN	The Nasdaq Stock Market LLC

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.


Large accelerated filer	☒	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 190,669,930 shares of The Wendy’s Company common stock outstanding as of July 31, 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 June 28 , 2026 and December 28, 2025			4
Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 28 , 2026 and June 29 , 2025			5
Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 28 , 2026 and June 29 , 2025			6
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 28 , 2026 and June 29 , 2025			7
Unaudited Condensed Consolidated Statements of Cash Flows for the si x months ended June 28 , 2026 and June 29 , 2025			9
Notes to Condensed Consolidated Financial Statements			10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
Item 3. Quantitative and Qualitative Disclosures about Market Risk			39
Item 4. Controls and Procedures			39

PART II: OTHER INFORMATION			40
Item 1. Legal Proceedings			42
Item 1A. Risk Factors			42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			42
Item 6. Exhibits			43
Signatures			44

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)


	June 28, 2026		December 28, 2025
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	341,211	$	300,833
Restricted cash	38,786		39,207
Accounts and notes receivable, net	109,247		117,333
Inventories	7,036		7,387
Prepaid expenses and other current assets	78,922		55,412
Advertising funds restricted assets	102,897		97,867
Total current assets	678,099		618,039
Properties	895,598		937,795
Finance lease assets	319,808		312,844
Operating lease assets	582,630		642,589
Goodwill	773,119		774,088
Other intangible assets	1,147,228		1,170,671
Investments	22,988		25,227
Net investment in sales-type and direct financing leases	276,853		284,891
Other assets	187,893		190,417
Total assets	$	4,884,216	$	4,956,561

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	29,750	$	29,750
Current portion of finance lease liabilities	27,538		26,673
Current portion of operating lease liabilities	51,953		51,119
Accounts payable	21,440		30,450
Accrued expenses and other current liabilities	124,713		116,655
Advertising funds restricted liabilities	102,078		96,454
Total current liabilities	357,472		351,101
Long-term debt	2,719,239		2,730,502
Long-term finance lease liabilities	647,637		646,715
Long-term operating lease liabilities	596,408		660,257
Deferred income taxes	289,268		287,753
Deferred franchise fees	81,671		87,956
Other liabilities	72,054		74,894
Total liabilities	4,763,749		4,839,178
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.10 par value; 1,500,000 shares authorized; 470,424 shares issued; 190,639 and 190,324 shares outstanding, respectively	47,042		47,042
Additional paid-in capital	2,990,095		2,986,150
Retained earnings	437,099		435,124
Common stock held in treasury, at cost; 279,785 and 280,100 shares, respectively	(3,283,017)		(3,286,965)
Accumulated other comprehensive loss	(70,752)		(63,968)
Total stockholders’ equity	120,467		117,383
Total liabilities and stockholders’ equity	$	4,884,216	$	4,956,561

See accompanying notes to condensed consolidated financial statements.

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THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands Except Per Share Amounts)


	Three Months Ended				Six Months Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025
	(Unaudited)
Revenues:
Sales	$	240,016	$	232,853	$	465,513	$	452,363
Franchise royalty revenue and fees	149,771		156,300		297,666		301,448
Franchise rental income	53,363		60,411		112,267		118,865
Advertising funds revenue	127,421		111,365		235,762		211,725
	570,571		560,929		1,111,208		1,084,401
Costs and expenses:
Cost of sales	207,275		196,521		408,324		384,690
Franchise support and other costs	22,566		17,069		44,557		33,665
Franchise rental expense	28,039		32,630		58,215		63,331
Advertising funds expense	127,879		111,374		236,494		212,902
General and administrative	66,161		59,485		139,004		127,689
Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below)	38,061		36,990		78,636		73,539
Amortization of cloud computing arrangements	4,577		4,056		9,339		8,223
System optimization gains, net	(667)		(387)		(2,292)		(297)
Reorganization and realignment costs	10		174		(152)		(518)
Impairment of long-lived assets	3,120		1,686		5,692		3,107
Other operating income, net	(5,734)		(2,929)		(10,814)		(9,316)
	491,287		456,669		967,003		897,015
Operating profit	79,284		104,260		144,205		187,386
Interest expense, net	(33,850)		(30,945)		(67,956)		(62,422)

Investment loss, net	—		—		—		(1,718)
Other income, net	3,133		2,585		6,483		7,571
Income before income taxes	48,567		75,900		82,732		130,817
Provision for income taxes	(15,951)		(20,790)		(27,404)		(36,475)
Net income	$	32,616	$	55,110	$	55,328	$	94,342


Basic and diluted net income per share	$	.17	$	.29	$	.29	$	.48

See accompanying notes to condensed consolidated financial statements.

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THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands)


	Three Months Ended				Six Months Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025
	(Unaudited)
Net income	$	32,616	$	55,110	$	55,328	$	94,342
Other comprehensive (loss) income:
Foreign currency translation adjustment	(3,988)		10,305		(6,784)		12,217
Other comprehensive (loss) income	(3,988)		10,305		(6,784)		12,217
Comprehensive income	$	28,628	$	65,415	$	48,544	$	106,559

See accompanying notes to condensed consolidated financial statements.

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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	$	47,042	$	2,986,150	$	435,124	$	(3,286,965)	$	(63,968)	$	117,383
Net income	—		—		22,712		—		—		22,712
Other comprehensive loss	—		—		—		—		(2,796)		(2,796)
Cash dividends	—		—		(26,648)		—		—		(26,648)

Share-based compensation	—		5,246		—		—		—		5,246

Common stock issued upon vesting of restricted shares	—		(2,006)		—		1,583		—		(423)
Other	—		(35)		(15)		127		—		77
Balance at March 29, 2026	$	47,042	$	2,989,355	$	431,173	$	(3,285,255)	$	(66,764)	$	115,551
Net income	—		—		32,616		—		—		32,616
Other comprehensive loss	—		—		—		—		(3,988)		(3,988)
Cash dividends	—		—		(26,668)		—		—		(26,668)

Share-based compensation	—		2,941		—		—		—		2,941

Common stock issued upon vesting of restricted shares	—		(2,162)		—		2,136		—		(26)
Other	—		(39)		(22)		102		—		41
Balance at June 28, 2026	$	47,042	$	2,990,095	$	437,099	$	(3,283,017)	$	(70,752)	$	120,467

See accompanying notes to condensed consolidated financial statements.

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	$	47,042	$	2,982,102	$	399,700	$	(3,094,739)	$	(74,753)	$	259,352
Net income	—		—		39,232		—		—		39,232
Other comprehensive income	—		—		—		—		1,912		1,912
Cash dividends	—		—		(49,432)		—		—		(49,432)
Repurchases of common stock	—		—		—		(125,399)		—		(125,399)
Share-based compensation	—		5,572		—		—		—		5,572
Common stock issued upon exercises of stock options	—		(130)		—		326		—		196
Common stock issued upon vesting of restricted shares	—		(2,702)		—		1,453		—		(1,249)
Other	—		23		(19)		51		—		55
Balance at March 30, 2025	$	47,042	$	2,984,865	$	389,481	$	(3,218,308)	$	(72,841)	$	130,239
Net income	—		—		55,110		—		—		55,110
Other comprehensive income	—		—		—		—		10,305		10,305
Cash dividends	—		—		(26,811)		—		—		(26,811)
Repurchases of common stock	—		—		—		(62,558)		—		(62,558)
Share-based compensation	—		5,132		—		—		—		5,132
Common stock issued upon exercises of stock options	—		(245)		—		1,689		—		1,444
Common stock issued upon vesting of restricted shares	—		(1,504)		—		1,476		—		(28)
Other	—		17		(15)		53		—		55
Balance at June 29, 2025	$	47,042	$	2,988,265	$	417,765	$	(3,277,648)	$	(62,536)	$	112,888

See accompanying notes to condensed consolidated financial statements.

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THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)


	Six Months Ended
	June 28, 2026		June 29, 2025
	(Unaudited)
Cash flows from operating activities:
Net income	$	55,328	$	94,342
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)	78,636		73,539
Amortization of cloud computing arrangements	9,339		8,223
Share-based compensation	8,187		10,704
Impairment of long-lived assets	5,692		3,107
Deferred income tax	1,375		822
Non-cash rental expense, net	25,938		21,406
Change in operating lease liabilities	(25,247)		(24,482)
Net receipt of deferred vendor incentives	9,781		8,421
System optimization gains, net	(2,292)		(297)
Distributions received from joint ventures, net of equity in earnings	1,221		1,679
Long-term debt-related activities, net	3,612		3,744
Cloud computing arrangements expenditures	(10,241)		(9,335)
Changes in operating assets and liabilities and other, net	(1,372)		(45,865)
Net cash provided by operating activities	159,957		146,008
Cash flows from investing activities:
Capital expenditures	(31,439)		(39,050)
Franchise development fund	(10,998)		(16,518)

Dispositions	4,664		1,355

Notes receivable, net	—		1,949
Net cash used in investing activities	(37,773)		(52,264)
Cash flows from financing activities:
Proceeds from long-term debt	17,800		23,500
Repayments of long-term debt	(32,675)		(23,125)
Repayments of finance lease liabilities	(12,106)		(10,666)

Repurchases of common stock	(1,922)		(186,516)
Dividends	(53,316)		(76,243)
Proceeds from stock option exercises	—		1,717
Payments related to tax withholding for share-based compensation	(449)		(1,354)
Net cash used in financing activities	(82,668)		(272,687)
Net cash provided by (used in) operations before effect of exchange rate changes on cash	39,516		(178,943)
Effect of exchange rate changes on cash	(2,408)		5,437
Net increase (decrease) in cash, cash equivalents and restricted cash	37,108		(173,506)
Cash, cash equivalents and restricted cash at beginning of period	357,672		503,608
Cash, cash equivalents and restricted cash at end of period	$	394,780	$	330,102

See accompanying notes to condensed consolidated financial statements.

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 June 28, 2026, the results of our operations for the three and six months ended June 28, 2026 and June 29, 2025 and cash flows for the six months ended June 28, 2026 and June 29, 2025. The results of operations for the six months ended June 28, 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 17 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 six-month periods presented herein contain 13 weeks and 26 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) 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 June 28, 2026
Sales at Company-operated restaurants	$	234,007	$	6,009	$	—	$	240,016
Franchise royalty revenue	103,749		19,825		—		123,574
Franchise fees	22,126		3,726		345		26,197
Franchise rental income	—		—		53,363		53,363
Advertising funds revenue	117,715		9,706		—		127,421
Total revenues	$	477,597	$	39,266	$	53,708	$	570,571

Three Months Ended June 29, 2025
Sales at Company-operated restaurants	$	225,973	$	6,880	$	—	$	232,853
Franchise royalty revenue	112,842		19,391		—		132,233
Franchise fees	20,972		2,569		526		24,067
Franchise rental income	—		—		60,411		60,411
Advertising funds revenue	101,355		10,010		—		111,365
Total revenues	$	461,142	$	38,850	$	60,937	$	560,929

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THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)


	Wendy’s U.S.		Wendy’s International		Global Real Estate & Development		Total
Six Months Ended June 28, 2026
Sales at Company-operated restaurants	$	453,302	$	12,211	$	—	$	465,513
Franchise royalty revenue	201,057		38,707		—		239,764
Franchise fees	50,409		6,501		992		57,902
Franchise rental income	—		—		112,267		112,267
Advertising funds revenue	216,988		18,774		—		235,762
Total revenues	$	921,756	$	76,193	$	113,259	$	1,111,208

Six Months Ended June 29, 2025
Sales at Company-operated restaurants	$	438,717	$	13,646	$	—	$	452,363
Franchise royalty revenue	217,248		36,660		—		253,908
Franchise fees	41,676		4,655		1,209		47,540
Franchise rental income	—		—		118,865		118,865
Advertising funds revenue	193,115		18,610		—		211,725
Total revenues	$	890,756	$	73,571	$	120,074	$	1,084,401

Contract Balances

The following table provides information about receivables and contract liabilities (deferred franchise fees) from contracts with customers:


	June 28, 2026 (a)		December 28, 2025 (a)
Receivables, which are included in “Accounts and notes receivable, net” (b)	$	68,178	$	59,060
Receivables, which are included in “Advertising funds restricted assets”	83,169		75,083
Deferred franchise fees (c)	90,724		98,496

_______________

(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 $9,053 and $81,671, respectively, as of June 28, 2026, and $10,540 and $87,956, respectively, as of December 28, 2025.

Significant changes in deferred franchise fees are as follows:


	Six Months Ended
	June 28, 2026		June 29, 2025
Deferred franchise fees at beginning of period	$	98,496	$	99,411
Revenue recognized during the period	(8,598)		(4,438)
New deferrals due to cash received and other	826		4,424
Deferred franchise fees at end of period	$	90,724	$	99,397

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THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

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)	$	9,052
2027	6,561
2028	6,395
2029	6,291
2030	6,187
Thereafter	56,238
	$	90,724

_______________

(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.

(3) 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 June 28, 2026, the nature of restaurants operated by the Company and its franchisees was as follows:


			June 28, 2026
Company-operated restaurants:
Owned land and building			154
Owned building and held long-term land leases			141
Leased land and building			135
Total Company-operated restaurants			430

Franchisee-operated restaurants:
Company-owned properties leased to franchisees			443
Company-leased properties subleased to franchisees			1,088
Other franchisee-operated restaurants			5,219
Total franchisee-operated restaurants			6,750
Total Company-operated and franchisee-operated restaurants			7,180

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THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Company as Lessee

The components of lease cost are as follows:


	Three Months Ended				Six Months Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025
Finance lease cost:
Amortization of finance lease assets	$	5,358	$	4,885	$	11,126	$	10,030
Interest on finance lease liabilities	11,615		10,865		23,257		21,742
	16,973		15,750		34,383		31,772
Operating lease cost	17,381		21,322		37,391		41,839
Variable lease cost (a)	16,570		17,269		32,479		33,482
Short-term lease cost	1,390		1,304		2,766		2,570
Total operating lease cost (b)	35,341		39,895		72,636		77,891
Total lease cost	$	52,314	$	55,645	$	107,019	$	109,663

_______________

(a)Includes expenses for executory costs of $10,297 and $10,578 for the three months ended June 28, 2026 and June 29, 2025, respectively, and $20,836 and $20,972 for the six months ended June 28, 2026 and June 29, 2025, respectively, for which the Company is reimbursed by sublessees.

(b)Includes $27,953 and $32,569 for the three months ended June 28, 2026 and June 29, 2025, respectively, and $57,993 and $63,221 for the six months ended June 28, 2026 and June 29, 2025, respectively, recorded to “Franchise rental expense” for leased properties that are subsequently leased to franchisees. Also includes $6,917 and $6,946 for the three months ended June 28, 2026 and June 29, 2025, respectively, and $13,804 and $13,887 for the six months ended June 28, 2026 and June 29, 2025, respectively, recorded to “Cost of sales” for leases for Company-operated restaurants.

Company as Lessor

The components of lease income are as follows:


	Three Months Ended				Six Months Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025
Sales-type and direct-financing leases:
Selling profit	$	276	$	34	$	2,129	$	23
Interest income (a)	6,563		6,943		13,263		13,858

Operating lease income	36,038		42,467		78,689		84,888
Variable lease income	17,325		17,944		33,578		33,977
Franchise rental income (b)	$	53,363	$	60,411	$	112,267	$	118,865

_______________

(a)Included in “Interest expense, net.”

(b)Includes sublease income of $37,941 and $44,667 recognized during the three months ended June 28, 2026 and June 29, 2025, respectively, and $80,141 and $87,451 for the six months ended June 28, 2026 and June 29, 2025, respectively. Sublease income includes lessees’ variable payments to the Company for executory costs of $10,356 and $10,512 for the three months ended June 28, 2026 and June 29, 2025, respectively, and $20,767 and $20,709 for the six months ended June 28, 2026 and June 29, 2025, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(4) 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:


	Six Months Ended
	June 28, 2026		June 29, 2025
Balance at beginning of period	$	25,227	$	27,288

Equity in earnings for the period	6,476		6,514
Amortization of purchase price adjustments (a)	(940)		(1,202)
	5,536		5,312
Distributions received	(6,757)		(6,991)
Foreign currency translation adjustment included in “Other comprehensive (loss) income”	(1,018)		1,483
Balance at end of period	$	22,988	$	27,092

_______________

(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 years.

Other Investments in Equity Securities

During the six months ended June 29, 2025, the Company recorded an impairment charge of $1,718 for the difference between the estimated fair value and the carrying value of an investment in equity securities. As a result, the carrying value of the investment was zero as of June 29, 2025.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(5) Long-Term Debt

Long-term debt consisted of the following:


	June 28, 2026		December 28, 2025
Class A-2 Notes:
5.422% Series 2025-1 Class A-2-I Notes, anticipated repayment date 2032	$	447,750	$	450,000
4.236% Series 2022-1 Class A-2-I Notes, anticipated repayment date 2029	96,000		96,500
4.535% Series 2022-1 Class A-2-II Notes, anticipated repayment date 2032	380,134		382,134
2.370% Series 2021-1 Class A-2-I Notes, anticipated repayment date 2029	412,019		414,269
2.775% Series 2021-1 Class A-2-II Notes, anticipated repayment date 2031	617,280		620,530
4.080% Series 2019-1 Class A-2-II Notes, anticipated repayment date 2029	391,873		394,123
3.884% Series 2018-1 Class A-2-II Notes, anticipated repayment date 2028	429,224		431,599
Unamortized debt issuance costs	(25,291)		(28,903)
	2,748,989		2,760,252
Less amounts payable within one year	(29,750)		(29,750)
Total long-term debt	$	2,719,239	$	2,730,502

Other Long-Term Debt

Wendy’s U.S. advertising fund has a revolving line of credit of $15,000, 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 under the revolving line of credit, then subsequently borrowed and repaid $3,600 under the revolving line of credit. During the three months ended June 28, 2026, the Company borrowed and repaid $2,700 under the revolving line of credit. As a result, as of June 28, 2026, the Company had no outstanding borrowings under the revolving line of credit. Subsequent to June 28, 2026, the Company increased the Wendy’s U.S. advertising fund revolving line of credit to $25,000.

(6) 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:

•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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Financial Instruments

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments:


	June 28, 2026				December 28, 2025
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Measurements
Financial assets
Cash equivalents	$	220,093	$	220,093	$	210,607	$	210,607	Level 1

Financial liabilities (a)
Series 2025-1 Class A-2-I Notes	447,750		441,034		450,000		447,075		Level 2
Series 2022-1 Class A-2-I Notes	96,000		93,221		96,500		95,284		Level 2
Series 2022-1 Class A-2-II Notes	380,134		360,671		382,134		371,625		Level 2
Series 2021-1 Class A-2-I Notes	412,019		379,894		414,269		385,726		Level 2
Series 2021-1 Class A-2-II Notes	617,280		542,509		620,530		553,699		Level 2
Series 2019-1 Class A-2-II Notes	391,873		375,884		394,123		383,403		Level 2
Series 2018-1 Class A-2-II Notes	429,224		419,301		431,599		421,630		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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

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.

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 12 for further information on impairment of our long-lived assets.


			Fair Value Measurements
	June 28, 2026		Level 1		Level 2		Level 3
Held and used	$	2,229	$	—	$	—	$	2,229
Held for sale	3,476		—		—		3,476
Total	$	5,705	$	—	$	—	$	5,705


			Fair Value Measurements
	December 28, 2025		Level 1		Level 2		Level 3
Held and used	$	1,367	$	—	$	—	$	1,367
Held for sale	2,457		—		—		2,457
Total	$	3,824	$	—	$	—	$	3,824

(7) Income Taxes

The Company’s effective tax rate for the three months ended June 28, 2026 and June 29, 2025 was 32.8% and 27.4%, respectively. The Company’s effective tax rate varied from the U.S. federal statutory rate of 21% for the three months ended June 28, 2026 primarily due to the tax effects of our foreign operations and state income taxes.

The Company’s effective tax rate for the six months ended June 28, 2026 and June 29, 2025 was 33.1% and 27.9%, respectively. The Company’s effective tax rate varied from the U.S. federal statutory rate of 21% for the six months ended June 28, 2026 primarily due to the tax effects of our foreign operations, state income taxes and share-based compensation.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(8) Net Income Per Share

The calculation of basic and diluted net income per share was as follows:


	Three Months Ended				Six Months Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025
Net income	$	32,616	$	55,110	$	55,328	$	94,342

Common stock:
Weighted average basic shares outstanding	190,426		191,949		190,359		196,296
Dilutive effect of stock options and restricted shares	786		765		696		870
Weighted average diluted shares outstanding	191,212		192,714		191,055		197,166

Basic and diluted net income per share	$	.17	$	.29	$	.29	$	.48

Basic net income per share for the three and six months ended June 28, 2026 and June 29, 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 12,516 and 12,221 for the three and six months ended June 28, 2026, respectively, and 7,990 and 8,139 for the three and six months ended June 29, 2025, respectively, from our diluted net income per share calculation as they would have had anti-dilutive effects.

(9) Stockholders’ Equity

Dividends

During each of the first and second quarters of 2026, the Company paid dividends per share of $.14. During the first and second quarters of 2025, the Company paid dividends per share of $.25 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 six months ended June 28, 2026, no shares were repurchased under the January 2023 Authorization. During the six months ended June 28, 2026, the Company paid $1,922 in excise tax on shares repurchased during 2025. As of June 28, 2026, the Company had $35,000 of availability remaining under the January 2023 Authorization.

During the six months ended June 29, 2025, the Company repurchased 12,957 shares under the January 2023 Authorization with an aggregate purchase price of $185,962, of which $193 was accrued as of June 29, 2025, and excluding excise tax of $1,813 and commissions of $182. During the six months ended June 29, 2025, the Company paid $565 in excise tax on shares repurchased during 2024.

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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:


	Six Months Ended
	June 28, 2026		June 29, 2025
Balance at beginning of period	$	(63,968)	$	(74,753)
Foreign currency translation	(6,784)		12,217
Balance at end of period	$	(70,752)	$	(62,536)

(10) System Optimization Gains, Net

The Company optimizes the Wendy’s system by facilitating franchisee-to-franchisee restaurant transfers (“Franchise Flips”), evaluating strategic acquisitions of franchised restaurants and strategic dispositions of Company-operated restaurants to existing and new franchisees and, at times, closing certain underperforming restaurants, to further strengthen the franchisee base, support franchisee economics and drive new restaurant development. During the six months ended June 28, 2026 and June 29, 2025, the Company facilitated 45 and one Franchise Flips, respectively. Additionally, during the six months ended June 28, 2026 and June 29, 2025, the Company completed the sale of four and two Company-operated restaurants to franchisees, respectively.

Gains and losses recognized on dispositions are recorded to “System optimization gains, net” in our condensed consolidated statements of operations. Costs related to acquisitions and dispositions under our system 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 system optimization initiative:


	Three Months Ended				Six Months Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025
Number of restaurants sold to franchisees	1		—		4		2

Proceeds from sales of restaurants (a)	$	588	$	—	$	2,392	$	55
Net assets sold (b)	(567)		—		(2,139)		(169)
Other	(21)		—		(253)		(25)
Loss on sales of restaurants, net	—		—		—		(139)
Post-closing adjustments on sales of restaurants	—		(10)		—		(10)
Loss on sales of restaurants, net	—		(10)		—		(149)

Gain on sales of other assets, net (c)	667		397		2,292		446
System optimization gains, net	$	667	$	387	$	2,292	$	297

_______________

(a)During the three and six months ended June 28, 2026, the Company received net cash proceeds of $588 and $2,392, respectively, 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.

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(In Thousands Except Per Share Amounts)

(c)During the three and six months ended June 28, 2026, the Company received net cash proceeds of $1,868 and $4,664, respectively, primarily from the sale of surplus and other properties. During the three and six months ended June 29, 2025, the Company received net cash proceeds of $1,300 primarily from the sale of surplus and other properties.

Assets Held for Sale

As of June 28, 2026 and December 28, 2025, the Company had assets held for sale of $27,152 and $3,696, respectively, primarily consisting of surplus properties. Assets held for sale are included in “Prepaid expenses and other current assets.”

(11) Reorganization and Realignment Costs

The following is a summary of the initiatives included in “Reorganization and realignment costs:”


	Three Months Ended				Six Months Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025
Organizational Redesign Plan	$	3	$	106	$	(198)	$	(844)

Other reorganization and realignment plans	7		68		46		326
Reorganization and realignment costs	$	10	$	174	$	(152)	$	(518)

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 six months ended June 28, 2026 and June 29, 2025, the Company recognized costs totaling $(198) and $(844), 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				Six Months Ended				Total Incurred Since Inception
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025
Severance and related employee costs (a)	$	—	$	(6)	$	(228)	$	(1,094)	$	12,098
Recruitment and relocation costs	—		—		—		13		736
Third-party and other costs	—		—		—		—		1,116
	—		(6)		(228)		(1,081)		13,950
Share-based compensation (b)	3		112		30		237		2,530
Total organizational redesign	$	3	$	106	$	(198)	$	(844)	$	16,480

_______________

(a)The six months ended June 28, 2026 and June 29, 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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

As of June 28, 2026, the accruals for the Organizational Redesign Plan are included in “Accrued expenses and other current liabilities.” The tables below present a rollforward of our accruals for the Organizational Redesign Plan.


	Balance December 28, 2025		Charges		Payments		Balance June 28, 2026
Severance and related employee costs	$	378	$	(228)	$	(144)	$	6
Recruitment and relocation costs	—		—		—		—
Third-party and other costs	—		—		—		—
	$	378	$	(228)	$	(144)	$	6


	Balance December 29, 2024		Charges		Payments		Balance June 29, 2025
Severance and related employee costs	$	4,257	$	(1,094)	$	(1,897)	$	1,266
Recruitment and relocation costs	—		13		(13)		—
Third-party and other costs	—		—		—		—
	$	4,257	$	(1,081)	$	(1,910)	$	1,266

Other Reorganization and Realignment Plans

Costs incurred under the Company’s other reorganization and realignment plans were not material during the six months ended June 28, 2026 and June 29, 2025. The Company does not expect to incur any material additional costs under these plans.

(12) 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				Six Months Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025
Company-operated restaurants	$	2,611	$	1,686	$	3,780	$	2,873
Restaurants leased or subleased to franchisees	179		—		1,537		—
Surplus properties	330		—		375		234
	$	3,120	$	1,686	$	5,692	$	3,107

(13) Supplemental Cash Flow Information

The following table includes supplemental non-cash investing and financing activities:


	Six Months Ended
	June 28, 2026		June 29, 2025
Supplemental non-cash investing and financing activities:
Capital expenditures included in accounts payable	$	5,740	$	7,166
Finance leases	31,646		29,347

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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:


	June 28, 2026		December 28, 2025
Reconciliation of cash, cash equivalents and restricted cash at end of period:
Cash and cash equivalents	$	341,211	$	300,833
Restricted cash	38,786		39,207
Restricted cash, included in Advertising funds restricted assets	14,783		17,632
Total cash, cash equivalents and restricted cash	$	394,780	$	357,672

(14) 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 $99,500 as of June 28, 2026. These leases extend through 2045. We have had no judgments against us as guarantor of these leases as of June 28, 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 June 28, 2026.

Letters of Credit

As of June 28, 2026, the Company had outstanding letters of credit with various parties totaling $29,185. 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.

(15) 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 $10,126 and $10,344 under these lease agreements during the six months ended June 28, 2026 and June 29, 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 $118 and $115 during the six months ended June 28, 2026 and June 29, 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 June 28, 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 six months ended June 28, 2026 and June 29, 2025, the Company recognized $7,822 and $7,588, 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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

franchisee recruiting and approval processes were followed, no modifications were made to the 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 June 28, 2026 and December 28, 2025, $1,338 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 six months ended June 29, 2025, the Company purchased approximately $600 of advertising time from a subsidiary of AMC. During the six months ended June 28, 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 amounts due to AMC as of June 28, 2026 and December 28, 2025.

(16) 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.

(17) 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				Six Months Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025
Wendy’s U.S. revenue	$	477,597	$	461,142	$	921,756	$	890,756

Wendy’s U.S. expense
Cost of sales	201,605		189,258		395,901		370,495
Franchise support and other costs	17,275		13,677		35,531		26,855
Advertising fund expense	117,715		101,355		216,988		193,115
General and administrative	20,516		19,619		42,974		42,043
Other segment items (a)	12		74		25		112
Wendy’s U.S. adjusted EBITDA	$	120,474	$	137,159	$	230,337	$	258,136

_______________

(a)Other segment items for the three and six months ended June 28, 2026 and June 29, 2025 primarily include professional fees.

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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				Six Months Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025
Wendy’s International revenue	$	39,266	$	38,850	$	76,193	$	73,571

Wendy’s International expense
Cost of sales	5,670		7,263		12,423		14,195
Advertising fund expense (a)	10,459		10,159		19,530		20,071
General and administrative	7,392		6,700		15,617		13,137
Other segment items (b)	3,822		1,502		6,121		3,498
Wendy’s International adjusted EBITDA	$	11,923	$	13,226	$	22,502	$	22,670

_______________

(a)Includes advertising fund expense of $183 and $342 for the three and six months ended June 29, 2025, respectively, related to the Company’s funding of incremental advertising. There was no funding of incremental advertising during the three and six months ended June 28, 2026. In addition, includes other international-related advertising (deficit) surplus of $(753) and $(756) for the three and six months ended June 28, 2026, respectively, and $34 and $(1,119) for the three and six months ended June 29, 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				Six Months Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025
Global Real Estate & Development revenue	$	53,708	$	60,937	$	113,259	$	120,074

Global Real Estate & Development expense
Franchise rental expense	28,039		32,630		58,215		63,331
General and administrative	3,104		2,650		8,401		7,870
Other segment items (a)	(4,898)		(1,627)		(8,872)		(3,087)
Global Real Estate & Development adjusted EBITDA	$	27,463	$	27,284	$	55,515	$	51,960

_______________

(a)Other segment items for the three and six months ended June 28, 2026 primarily include equity in earnings from our TimWen joint venture and lease buyout activity. Other segment items for the three and six months ended June 29, 2025 primarily include equity in earnings from our TimWen joint venture and franchise support and other costs. Equity in earnings from our TimWen joint venture was $3,173 and $5,536 for the three and six months ended June 28, 2026, respectively, and $3,060 and $5,312 for the three and six months ended June 29, 2025, respectively.

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				Six Months Ended
	June 28, 2026		June 29, 2025		June 28, 2026		June 29, 2025
Wendy’s U.S.	$	120,474	$	137,159	$	230,337	$	258,136
Wendy’s International	11,923		13,226		22,502		22,670
Global Real Estate & Development	27,463		27,284		55,515		51,960
Total segment adjusted EBITDA	159,860		177,669		$	308,354	$	332,766
Unallocated franchise support and other costs	(769)		(658)		(1,079)		(1,245)
Advertising funds surplus	295		140		24		284
Unallocated general and administrative (a)	(35,149)		(30,516)		(72,012)		(64,639)
Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below)	(38,061)		(36,990)		(78,636)		(73,539)
Amortization of cloud computing arrangements	(4,577)		(4,056)		(9,339)		(8,223)
System optimization gains, net	667		387		2,292		297
Reorganization and realignment costs	(10)		(174)		152		518
Impairment of long-lived assets	(3,120)		(1,686)		(5,692)		(3,107)
Unallocated other operating income, net	148		144		141		4,274
Interest expense, net	(33,850)		(30,945)		(67,956)		(62,422)

Investment loss, net	—		—		—		(1,718)
Other income, net	3,133		2,585		6,483		7,571
Income before income taxes	$	48,567	$	75,900	$	82,732	$	130,817

_______________

(a)Includes corporate overhead costs, such as employee compensation and related benefits.

(18) 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.

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 June 28, 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 7,180 restaurants in the U.S. and 38 foreign countries and U.S. territories as of June 28, 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 the U.S. and Canada. Wendy’s breakfast menu features a variety of breakfast sandwiches such as the Breakfast Baconator® and sides such as seasoned potatoes.

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 17 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 six-month periods presented herein contain 13 weeks and 26 weeks, respectively. All references to years, quarters and months relate to fiscal periods rather than calendar periods.

Executive Overview

Our Business

As of June 28, 2026, the Wendy’s restaurant system was comprised of 7,180 restaurants, with 5,724 Wendy’s restaurants in operation in the U.S. Of the U.S. restaurants, 420 were operated by the Company and 5,304 were operated by a total of 206 franchisees. In addition, at June 28, 2026, there were 1,456 Wendy’s restaurants in operation in 38 foreign countries and U.S. territories. Of the international restaurants, 1,446 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.

While it evaluates its strategy, the Company is taking action across five areas: rebuilding a quality menu at compelling value, marketing that drives demand, operational excellence, a digital experience that builds frequency and restaurants as an engine for growth.

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.

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.

Second Quarter Highlights

•Global systemwide sales were $3.42 billion in the second quarter of 2026 compared with $3.66 billion in the second quarter of 2025, a decrease of 6.5% on a constant currency basis;

•International systemwide sales were $546.7 million in the second quarter of 2026 compared with $528.9 million in the second quarter of 2025, an increase of 3.4% on a constant currency basis;

•Revenues increased 1.7% to $570.6 million in the second quarter of 2026 compared with $560.9 million in the second quarter of 2025;

•Global same-restaurant sales decreased 6.3%, U.S. same-restaurant sales decreased 7.0% and international same-restaurant sales decreased 2.3% compared with the second quarter of 2025;

•Global Company-operated restaurant margin was 13.6% in the second quarter of 2026, a decrease of 200 basis points compared with the second quarter of 2025;

•Income before income taxes decreased 36.0% to $48.6 million in the second quarter of 2026 compared with $75.9 million in the second quarter of 2025;

•Digital sales increased to approximately 23.7% of global systemwide sales in the second quarter of 2026 compared with approximately 20.5% in the second quarter of 2025; and

•Systemwide restaurant count decreased by 71 net restaurants in the second quarter of 2026.

Year-to-Date Highlights

•Global systemwide sales were $6.64 billion in the first six months of 2026 compared with $7.05 billion in the first six months of 2025, a decrease of 6.0% on a constant currency basis;

•International systemwide sales were $1.06 billion in the first six months of 2026 compared with $1.00 billion in the first six months of 2025, an increase of 4.6% on a constant currency basis;

•Revenues increased 2.5% to $1.11 billion in the first six months of 2026 compared with $1.08 billion in the first six months of 2025;

•Global same-restaurant sales decreased 6.5%, U.S. same-restaurant sales decreased 7.4% and international same-restaurant sales decreased 1.4% compared with the first six months of 2025;

•Global Company-operated restaurant margin was 12.3% in the first six months of 2026, a decrease of 270 basis points compared with the first six months of 2025;

•Income before income taxes decreased 36.8% to $82.7 million in the first six months of 2026 compared with $130.8 million in the first six months of 2025;

•Digital sales increased to approximately 23.6% of global systemwide sales in the first six months of 2026 compared with approximately 20.4% in the first six months of 2025; and

•Systemwide restaurant count decreased by 217 net restaurants in the first six months of 2026.

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 second quarter and the first six months of 2026 and 2025.


	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Revenues:
Sales	$	240.0	$	232.9	$	7.1	$	465.5	$	452.4	$	13.1
Franchise royalty revenue and fees	149.8		156.2		(6.4)		297.6		301.4		(3.8)
Franchise rental income	53.4		60.4		(7.0)		112.3		118.9		(6.6)
Advertising funds revenue	127.4		111.4		16.0		235.8		211.7		24.1
	570.6		560.9		9.7		1,111.2		1,084.4		26.8
Costs and expenses:
Cost of sales	207.3		196.5		10.8		408.3		384.7		23.6
Franchise support and other costs	22.6		17.1		5.5		44.6		33.7		10.9
Franchise rental expense	28.0		32.6		(4.6)		58.2		63.3		(5.1)
Advertising funds expense	127.9		111.4		16.5		236.5		212.9		23.6
General and administrative	66.2		59.5		6.7		139.0		127.7		11.3
Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below)	38.1		37.0		1.1		78.6		73.5		5.1
Amortization of cloud computing arrangements	4.6		4.1		0.5		9.3		8.2		1.1
System optimization gains, net	(0.7)		(0.4)		(0.3)		(2.3)		(0.3)		(2.0)
Reorganization and realignment costs	—		0.2		(0.2)		(0.2)		(0.5)		0.3
Impairment of long-lived assets	3.1		1.7		1.4		5.7		3.1		2.6
Other operating income, net	(5.8)		(3.1)		(2.7)		(10.7)		(9.3)		(1.4)
	491.3		456.6		34.7		967.0		897.0		70.0
Operating profit	79.3		104.3		(25.0)		144.2		187.4		(43.2)
Interest expense, net	(33.9)		(30.9)		(3.0)		(68.0)		(62.4)		(5.6)

Investment loss, net	—		—		—		—		(1.7)		1.7
Other income, net	3.2		2.5		0.7		6.5		7.5		(1.0)
Income before income taxes	48.6		75.9		(27.3)		82.7		130.8		(48.1)
Provision for income taxes	(16.0)		(20.8)		4.8		(27.4)		(36.5)		9.1
Net income	$	32.6	$	55.1	$	(22.5)	$	55.3	$	94.3	$	(39.0)


	Second Quarter								Six Months
	2026		% of Total Revenues		2025		% of Total Revenues		2026		% of Total Revenues		2025		% of Total Revenues
Revenues:
Sales	$	240.0	42.1	%	$	232.9	41.5	%	$	465.5	41.9	%	$	452.4	41.7	%
Franchise royalty revenue and fees:
Franchise royalty revenue	123.6		21.7	%	132.1		23.6	%	239.8		21.6	%	253.9		23.4	%
Franchise fees	26.2		4.5	%	24.1		4.3	%	57.8		5.2	%	47.5		4.4	%
Total franchise royalty revenue and fees	149.8		26.2	%	156.2		27.8	%	297.6		26.8	%	301.4		27.8	%
Franchise rental income	53.4		9.4	%	60.4		10.8	%	112.3		10.1	%	118.9		11.0	%
Advertising funds revenue	127.4		22.3	%	111.4		19.9	%	235.8		21.2	%	211.7		19.5	%
Total revenues	$	570.6	100.0	%	$	560.9	100.0	%	$	1,111.2	100.0	%	$	1,084.4	100.0	%

	Second Quarter								Six Months
	2026		% of Sales		2025		% of Sales		2026		% of Sales		2025		% of Sales
Cost of sales:
Food and paper	$	75.3	31.4	%	$	72.7	31.2	%	$	145.9	31.3	%	$	140.4	31.0	%
Restaurant labor	77.0		32.1	%	73.4		31.5	%	152.4		32.7	%	144.2		31.9	%
Occupancy, advertising and other operating costs	55.0		22.9	%	50.4		21.7	%	110.0		23.7	%	100.1		22.1	%
Total cost of sales	$	207.3	86.4	%	$	196.5	84.4	%	$	408.3	87.7	%	$	384.7	85.0	%


	Second Quarter								Six Months
	2026		% of Sales		2025		% of Sales		2026		% of Sales		2025		% of Sales
Company-operated restaurant margin:
U.S.	$	32.4	13.8	%	$	36.7	16.2	%	$	57.4	12.7	%	$	68.2	15.6	%
Global	32.7		13.6	%	36.3		15.6	%	57.2		12.3	%	67.7		15.0	%

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.


	Second Quarter						Six Months
	2026			2025			2026			2025
Key business measures:
U.S. same-restaurant sales:
Company-operated	(4.2)		%	(0.7)		%	(4.5)		%	(0.9)		%
Franchised	(7.2)		%	(3.8)		%	(7.6)		%	(3.4)		%
Systemwide	(7.0)		%	(3.6)		%	(7.4)		%	(3.2)		%

International same-restaurant sales (a)	(2.3)		%	1.8		%	(1.4)		%	2.1		%

Global same-restaurant sales:
Company-operated	(4.3)		%	(0.8)		%	(4.5)		%	(1.0)		%
Franchised (a)	(6.4)		%	(3.0)		%	(6.7)		%	(2.6)		%
Systemwide (a)	(6.3)		%	(2.9)		%	(6.5)		%	(2.5)		%

Systemwide sales (b):
U.S. Company-operated	$	234.0		$	226.0		$	453.3		$	438.7
U.S. franchised	2,641.8			2,905.3			5,125.4			5,608.7
U.S. systemwide	2,875.8			3,131.3			5,578.7			6,047.4
International Company-operated	6.0			6.9			12.2			13.6
International franchised (a)	540.7			522.0			1,052.5			988.5
International systemwide (a)	546.7			528.9			1,064.7			1,002.1
Global systemwide (a)	$	3,422.5		$	3,660.2		$	6,643.4		$	7,049.5

_______________

(a)Excludes Argentina due to the impact of that country’s highly inflationary economy.

(b)During the second quarter of 2026 and 2025, global systemwide sales decreased 6.5% and 1.8%, respectively, U.S. systemwide sales decreased 8.2% and 3.3%, respectively, and international systemwide sales increased 3.4% and 8.7%, respectively, on a constant currency basis. During the first six months of 2026 and 2025, global systemwide sales decreased 6.0% and 1.4%, respectively, U.S. systemwide sales decreased 7.7% and 3.0%, respectively, and international systemwide sales increased 4.6% and 8.8%, respectively, on a constant currency basis.


	Second Quarter
	U.S. Company-operated	U.S. Franchised	International Company-operated	International Franchised	Systemwide
Restaurant count:
Restaurant count at March 29, 2026	420	5,385	11	1,435	7,251
Opened	1	20	—	27	48
Closed	—	(102)	(1)	(16)	(119)
Net (sold to) purchased by franchisees	(1)	1	—	—	—
Restaurant count at June 28, 2026	420	5,304	10	1,446	7,180

	Six 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	4	40	—	54	98
Closed	(3)	(286)	(1)	(25)	(315)
Net (sold to) purchased by franchisees	(4)	4	—	—	—
Restaurant count at June 28, 2026	420	5,304	10	1,446	7,180


Sales	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Sales	$	240.0	$	232.9	$	7.1	$	465.5	$	452.4	$	13.1

The increase in sales during the second quarter and the first six 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 $15.8 million and $29.4 million, respectively, and (2) net new restaurant development of $2.9 million and $5.9 million, respectively. During the second quarter and the first six months of 2026, these impacts were partially offset by (1) a 4.3% and 4.5% decrease in global Company-operated same-restaurant sales of $9.2 million and $18.6 million, respectively, and (2) the impact of the sale of Company-operated restaurants to franchisees of $3.2 million and $5.2 million, respectively. Company-operated same-restaurant sales during the second quarter and the first six months of 2026 decreased due to a decrease in traffic, partially offset by higher average check.


Franchise Royalty Revenue and Fees	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Franchise royalty revenue	$	123.6	$	132.1	$	(8.5)	$	239.8	$	253.9	$	(14.1)
Franchise fees	26.2		24.1		2.1		57.8		47.5		10.3
	$	149.8	$	156.2	$	(6.4)	$	297.6	$	301.4	$	(3.8)

Franchise royalty revenue during the second quarter and the first six months of 2026 decreased primarily due to a 6.4% and 6.7% decrease in global franchise same-restaurant sales, respectively. Franchise same-restaurant sales during the second quarter and the first six months of 2026 decreased due to a decrease in traffic, partially offset by higher average check.

The increase in franchise fees during the second quarter and the first six months of 2026 was primarily due to the impact of system optimization related to restaurant closures and hours of operation flexibility.


Franchise Rental Income	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Franchise rental income	$	53.4	$	60.4	$	(7.0)	$	112.3	$	118.9	$	(6.6)

The decrease in franchise rental income during the second quarter and the first six months of 2026 was primarily due to (1) the impact of assigning certain existing leases to franchisees of $5.3 million and $6.1 million, respectively, and (2) amending certain existing leases during the second quarter of 2026 of $1.0 million. During the second quarter and the first six months of 2026, these changes were partially offset by entering into new leases of $0.5 million and $1.2 million, respectively.


Advertising Funds Revenue	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Advertising funds revenue	$	127.4	$	111.4	$	16.0	$	235.8	$	211.7	$	24.1

The increase in advertising funds revenue during the second quarter and the first six months of 2026 was primarily due to (1) local and regional advertising funds being reallocated to U.S. national advertising of approximately $16.0 million and $30.0 million, respectively, and (2) non-recurring incentives earned from a vendor during the second quarter of 2026 of $11.5 million. During the second quarter and the first six months of 2026, these increases were partially offset by a decrease in franchise same-restaurant sales of approximately $9.0 million and $16.0 million, respectively.


Cost of Sales, as a Percent of Sales	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Food and paper	31.4	%	31.2	%	0.2	%	31.3	%	31.0	%	0.3	%
Restaurant labor	32.1	%	31.5	%	0.6	%	32.7	%	31.9	%	0.8	%
Occupancy, advertising and other operating costs	22.9	%	21.7	%	1.2	%	23.7	%	22.1	%	1.6	%
	86.4	%	84.4	%	2.0	%	87.7	%	85.0	%	2.7	%

The increase in cost of sales, as a percent of sales, during the second quarter and the first six 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	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Franchise support and other costs	$	22.6	$	17.1	$	5.5	$	44.6	$	33.7	$	10.9

The increase in franchise support and other costs during the second quarter and the first six months of 2026 was primarily due to an increase in the provision for doubtful accounts.


Franchise Rental Expense	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Franchise rental expense	$	28.0	$	32.6	$	(4.6)	$	58.2	$	63.3	$	(5.1)

The decrease in franchise rental expense during the second quarter and the first six 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.


Advertising Funds Expense	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Advertising funds expense	$	127.9	$	111.4	$	16.5	$	236.5	$	212.9	$	23.6

On an interim basis, advertising funds expense is recognized in proportion to advertising funds revenue. The increase in advertising funds expense during the second quarter and the first six months of 2026 was primarily due to the same factors as described above for “Advertising Funds Revenue.”


General and Administrative	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Professional fees	$	19.3	$	13.9	$	5.4	$	34.9	$	28.0	$	6.9
Employee compensation and benefits	39.0		36.5		2.5		79.4		75.0		4.4
Other, net	7.9		9.1		(1.2)		24.7		24.7		—
	$	66.2	$	59.5	$	6.7	$	139.0	$	127.7	$	11.3

The increase in general and administrative expenses during the second quarter and the first six months of 2026 was primarily due to investments in (1) professional services and (2) employee compensation and benefits.


Depreciation and Amortization (exclusive of amortization of cloud computing arrangements shown separately below)	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Restaurants	$	19.1	$	18.1	$	1.0	$	40.1	$	35.8	$	4.3
Finance lease assets	5.4		4.9		0.5		11.1		10.0		1.1
Technology support, corporate and other	13.6		14.0		(0.4)		27.4		27.7		(0.3)
	$	38.1	$	37.0	$	1.1	$	78.6	$	73.5	$	5.1

The increase in depreciation and amortization during the second quarter and the first six months of 2026 was primarily due to (1) depreciation and amortization on restaurant assets acquired from a franchisee during the third quarter of 2025 and (2) asset additions for new and remodeled restaurants.


Amortization of Cloud Computing Arrangements	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Amortization of cloud computing arrangements	$	4.6	$	4.1	$	0.5	$	9.3	$	8.2	$	1.1

The increase in amortization of cloud computing arrangements during the second quarter and the first six months of 2026 was primarily due to amortization of assets associated with the Company’s digital investments.


System Optimization Gains, Net	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
System optimization gains, net	$	0.7	$	0.4	$	0.3	$	2.3	$	0.3	$	2.0

System optimization gains, net during the second quarter and the first six months of 2026 were primarily comprised of gains on the sale of surplus and other properties. See Note 10 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further discussion.


Reorganization and Realignment Costs	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Organizational Redesign Plan	$	—	$	0.1	$	(0.1)	$	(0.2)	$	(0.8)	$	0.6
Other reorganization and realignment plans	—		0.1		(0.1)		—		0.3		(0.3)
	$	—	$	0.2	$	(0.2)	$	(0.2)	$	(0.5)	$	0.3

During the first six 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 11 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information on the Organizational Redesign Plan.


Impairment of Long-Lived Assets	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Impairment of long-lived assets	$	3.1	$	1.7	$	1.4	$	5.7	$	3.1	$	2.6

The increase in impairment of long-lived assets during the second quarter was primarily due to higher 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 six months of 2026 was primarily due to (1) losses from the remeasurement to fair value of assets leased and/or subleased to franchisees in connection with the closure of franchise-operated restaurants and (2) higher impairment charges resulting from the deterioration in operating performance of certain Company-operated restaurants.


Other Operating Income, Net	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Claim settlement	$	—	$	—	$	—	$	—	$	4.0	$	(4.0)
Lease buyout	2.4		(0.1)		2.5		3.3		0.1		3.2
Gains on sales-type leases	0.2		—		0.2		2.1		—		2.1
Other, net	3.2		3.2		—		5.3		5.2		0.1
	$	5.8	$	3.1	$	2.7	$	10.7	$	9.3	$	1.4

The increase in other operating income, net during the second quarter of 2026 was primarily due to an increase in lease buyout activity. The increase in other operating income, net during the first six months of 2026 was primarily due to (1) an increase in lease buyout activity and (2) gains on new and modified sales-type leases. During the first six months of 2026, these increases were partially offset by the settlement of a claim during the prior year.


Interest Expense, Net	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Interest expense, net	$	33.9	$	30.9	$	3.0	$	68.0	$	62.4	$	5.6

The increase in interest expense, net during the second quarter and the first six 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	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Investment loss, net	$	—	$	—	$	—	$	—	$	1.7	$	(1.7)

During the first six 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	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Other income, net	$	3.2	$	2.5	$	0.7	$	6.5	$	7.5	$	(1.0)

The increase in other income, net during the second quarter of 2026 was primarily due to an increase in interest income, reflecting (1) interest earned on accounts receivable from a franchisee and (2) interest income related to a tax refund. The decrease in other income, net during the first six months of 2026 was primarily due to a decrease in interest income, reflecting (1) lower interest rates and (2) lower balances of cash equivalents. These decreases were partially offset by interest earned on accounts receivable from a franchisee.


Provision for Income Taxes	Second Quarter									Six Months
	2026			2025			Change			2026			2025			Change
Income before income taxes	$	48.6		$	75.9		$	(27.3)		$	82.7		$	130.8		$	(48.1)
Provision for income taxes	(16.0)			(20.8)			4.8			(27.4)			(36.5)			9.1
Effective tax rate on income	32.8		%	27.4		%	5.4		%	33.1		%	27.9		%	5.2		%

The increase in the effective tax rate for the second quarter and the first six months of 2026 was primarily due to the tax effects of our foreign operations and lower income before income taxes.

Segment Information

See Note 17 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information regarding the Company’s segments.

Wendy’s U.S.


	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Sales	$	234.0	$	226.0	$	8.0	$	453.3	$	438.7	$	14.6
Franchise royalty revenue	103.7		112.8		(9.1)		201.1		217.2		(16.1)
Franchise fees	22.2		20.9		1.3		50.4		41.8		8.6
Advertising fund revenue	117.7		101.4		16.3		217.0		193.1		23.9
Total revenues	$	477.6	$	461.1	$	16.5	$	921.8	$	890.8	$	31.0
Segment profit	$	120.5	$	137.2	$	(16.7)	$	230.3	$	258.1	$	(27.8)

The increase in Wendy’s U.S. revenues during the second quarter and the first six months of 2026 was primarily due to (1) higher advertising fund revenue, (2) the impact of the Company’s acquisition of 35 franchise-operated restaurants in the third quarter of 2025, 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 second quarter and the first six 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 second quarter and the first six months of 2026 was primarily due to (1) higher advertising fund expenses, (2) 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,” and (3) higher franchise support and other costs. These changes were partially offset by higher revenues.

Wendy’s International


	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Sales	$	6.0	$	6.9	$	(0.9)	$	12.2	$	13.6	$	(1.4)
Franchise royalty revenue	19.8		19.4		0.4		38.7		36.7		2.0
Franchise fees	3.8		2.6		1.2		6.5		4.7		1.8
Advertising fund revenue	9.7		10.0		(0.3)		18.8		18.6		0.2
Total revenues	$	39.3	$	38.9	$	0.4	$	76.2	$	73.6	$	2.6
Segment profit	$	11.9	$	13.2	$	(1.3)	$	22.5	$	22.7	$	(0.2)

The increase in Wendy’s International revenues during the second quarter and the first six 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 second quarter and the first six months of 2026 primarily due to a decrease in traffic, partially offset by higher average check.

The decrease in Wendy’s International segment profit during the second quarter and the first six months of 2026 was primarily due to (1) an increase in franchise support and other costs and (2) higher general and administrative expenses. These

impacts were partially offset by (1) higher revenues and (2) lower cost of sales, as a percent of sales, for Company-operated restaurants.

Global Real Estate & Development


	Second Quarter						Six Months
	2026		2025		Change		2026		2025		Change
Franchise fees	$	0.3	$	0.5	$	(0.2)	$	1.0	$	1.2	$	(0.2)
Franchise rental income	53.4		60.4		(7.0)		112.3		118.9		(6.6)
Total revenues	$	53.7	$	60.9	$	(7.2)	$	113.3	$	120.1	$	(6.8)
Segment profit	$	27.5	$	27.3	$	0.2	$	55.5	$	52.0	$	3.5

The decrease in Global Real Estate & Development revenues during the second quarter and the first six months of 2026 was primarily due to a decrease 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 second quarter and the first six months of 2026 was primarily due to (1) an increase in lease buyout activity and (2) entering into new leases. These changes were partially offset by the impact of assigning certain existing leases to franchisees. During the first six months of 2026, Global Real Estate & Development segment profit also increased due to gains on new and modified sales-type leases.

Liquidity and Capital Resources

As of June 28, 2026, cash, cash equivalents and restricted cash totaled $394.8 million. In addition, the Company maintains a revolving financing facility, which allows for the drawing of up to $300.0 million. 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 six months ended June 28, 2026, no shares were repurchased under the January 2023 Authorization. As of June 28, 2026, the Company had $35.0 million of availability remaining under the January 2023 Authorization.

Dividends

On March 16, 2026 and June 15, 2026, the Company paid quarterly cash dividends per share of $.14, aggregating $53.3 million. On August 7, 2026, the Company announced a dividend of $.07 per share to be paid on September 15, 2026 to stockholders of record as of September 1, 2026. If the Company pays regular quarterly cash dividends for the remainder of 2026 at the same rate declared in the third quarter of 2026, the Company’s total cash requirement for dividends for the remainder of 2026 will be approximately $26.7 million based on the number of shares of its common stock outstanding at July 31, 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 of $15.0 million, 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. As a result, as of June 28, 2026, the Company had no outstanding borrowings under the revolving line of credit. Subsequent to June 28, 2026, the Company increased the Wendy’s U.S. advertising fund revolving line of credit to $25.0 million.

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 June 28, 2026. See Note 5 to the Condensed Consolidated Financial Statements contained in Item 1 herein 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 six months of 2026 and 2025:


	Six Months
	2026		2025		Change
Net cash provided by (used in):
Operating activities	$	160.0	$	146.0	$	14.0
Investing activities	(37.8)		(52.3)		14.5
Financing activities	(82.7)		(272.7)		190.0
Effect of exchange rate changes on cash	(2.4)		5.5		(7.9)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	37.1	$	(173.5)	$	210.6

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 $160.0 million and $146.0 million in the first six months of 2026 and 2025, respectively. The change was primarily due to (1) a decrease in cash paid for income taxes and (2) the timing of payments for marketing expenses of the national advertising funds. These changes were partially offset by (1) lower net income, adjusted for non-cash expenses and (2) the timing of the collection of royalty receivables.

Investing Activities

Cash used in investing activities was $37.8 million and $52.3 million in the first six months of 2026 and 2025, respectively. The change was primarily due to (1) a decrease in capital expenditures of $7.6 million and (2) a decrease in expenditures associated with the Company’s franchise development fund of $5.5 million.

Financing Activities

Cash used in financing activities was $82.7 million and $272.7 million in the first six months of 2026 and 2025, respectively. The change was primarily due to (1) a decrease in repurchases of the Company’s common stock of $184.6 million and (2) a decrease in dividends of $22.9 million. These changes were partially offset by a net increase in cash used in long-term debt activities of $15.3 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 six months ended June 28, 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 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 June 28, 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 June 28, 2026. Based on such evaluations, the Chief Executive Officer and Chief Financial Officer concluded that as of June 28, 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 second 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.

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;

•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.

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 described elsewhere in this report, there have been no material changes from the risk factors previously disclosed in our Form 10-K.

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 second 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)
March 30, 2026 through May 3, 2026	2,742	$6.95	—	$35,000,024
May 4, 2026 through May 31, 2026	894	$8.02	—	$35,000,024
June 1, 2026 through June 28, 2026	—	$—	—	$35,000,024
Total	3,636	$7.21	—	$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.

Item 6. Exhibits.


EXHIBIT NO.			DESCRIPTION

10.1			Emplo yment Letter between The Wendy ’s Company and Robert D. Wright dated as of M ay 17, 2026 .* **
10.2			Employment Letter between The Wendy’s Company and Steven W. Cirulis dated as of June 19, 2026 .* **
10.3			First Amendment to The Wendy’s Company 2020 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.2 of the Registrant’s Current Report Form 8-K filed on May 22, 2026.**
10.4			Form of Nonqualified Stock Option Award Agreement under The Wendy’s Company 2020 Omnibus Award Plan.* **
10.5			Form of Restricted Stock Unit Award Agreement under The Wendy’s Company 2020 Omnibus Award Plan (Ratable Vesting).* **
10.6			Form of Restricted Stock Unit Award Agreement under The Wendy’s Company 2020 Omnibus Award Plan (Cliff Vesting).* **
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 June 28, 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 June 28, 2026, formatted in Inline XBRL and contained in Exhibit 101.

_______________


*			Filed herewith.
**			Identifies a management contract or compensatory plan or arrangement.

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: August 7, 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: August 7, 2026			By: /s/ Aaron M. Kale
			Aaron M. Kale
			Chief Accounting Officer and Vice President – Tax
			(Principal Accounting Officer)