Wendy's Co 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. The following table provides information with respect to repurchases of shares of our common stock by us and our “affiliated purchasers” (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the third quarter of 2022: 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) July 4, 2022 through August 7, 2022 15,868 $20.11 — $198,088,626 August 8, 2022 through September 4, 2022 56,525 $21.14 — $198,088,626 September 5, 2022 through October 2, 2022 — — — $198,088,626 Total 72,393 $20.92 — $198,088,626 (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 February 2022, our Board of Directors authorized the repurchase of up to $100.0 million of our common stock through February 28, 2023, when and if market conditions warrant and to the extent legally permissible (the “February 2022 Authorization”). On April 1, 2022, our Board of Directors approved an increase of $150.0 million to the February 2022 Authorization, resulting in an aggregate authorization of $250.0 million that continues to expire on February 28, 2023. Subsequent to October 2, 2022 through November 2, 2022, no shares were repurchased under the February 2022 Authorization. 48 Item 6. Exhibits. EXHIBIT NO. DESCRIPTION 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 Certifications 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 October 2, 2022 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 October 2, 2022, formatted in Inline XBRL and contained in Exhibit 101. _______________ * Filed herewith. ** Identifies a management contract or compensatory plan or arrangement. 49 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE WENDY’S COMPANY (Registrant) Date: November 9, 2022 By: /s/ Gunther Plosch Gunther Plosch Chief Financial Officer (On behalf of the registrant) Date: November 9, 2022 By: /s/ Leigh A. Burnside Leigh A. Burnside Senior Vice President, Chief Accounting Officer and Chief Financial Officer U.S. (Principal Accounting Officer) 50