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 first quarter of 2023: 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) January 2, 2023 through February 5, 2023 412,675 $22.38 318,041 $492,952,784 February 6, 2023 through March 5, 2023 499,065 $22.42 432,000 $483,244,922 March 6, 2023 through April 2, 2023 1,044,961 $21.12 1,043,972 $461,214,676 Total 1,956,701 $21.72 1,794,013 $461,214,676 (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. Subsequent to April 2, 2023 through May 3, 2023, the Company repurchased 1.1 million shares under the January 2023 Authorization with an aggregate purchase price of $23.6 million, excluding commissions. 41 Item 6. Exhibits. EXHIBIT NO. DESCRIPTION 10.1 Form of Long-Term Performance Unit Award Agreement for 2023 under T he Wendy’s Company 2020 Omnibus Award Plan.* ** 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 April 2, 2023 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 April 2, 2023, formatted in Inline XBRL and contained in Exhibit 101. _______________ * Filed herewith. ** Identifies a management contract or compensatory plan or arrangement. 42 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: May 10, 2023 By: /s/ Gunther Plosch Gunther Plosch Chief Financial Officer (On behalf of the registrant) Date: May 10, 2023 By: /s/ Suzanne M. Thuerk Suzanne M. Thuerk Chief Accounting Officer (Principal Accounting Officer) 43