What changed in this filing

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Item 1. Business

2024-02-26 compared with 2023-03-01 · 69 added, 67 removed, 248 unchanged (35% of the section changed)

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Wendy’s opened its first restaurant in Columbus, Ohio in 1969.

Today, Wendy’s is the second largest quick-service restaurant company in the hamburger sandwich segment in the United States (the “U.S.”) based on traffic share, and the third largest globally with 7,095 restaurants in the U.S.

Today, Wendy’s is the second largest quick-service restaurant company in the hamburger sandwich segment in the United States (the “U.S.”) based on traffic and dollar share, and the third largest globally with 7,240 restaurants in the U.S.

and 32 foreign countries and U.S.

territories as of January 1, 2023.

At January 1, 2023, there were 5,994 Wendy’s restaurants in operation in the U.S.

territories as of December 31, 2023.

At December 31, 2023, there were 6,030 Wendy’s restaurants in operation in the U.S.

Of these restaurants, 403 were operated by the Company and 5,627 were operated by a total of 212 franchisees.

In addition, at January 1, 2023, there were 1,101 Wendy’s restaurants in operation in 31 foreign countries and U.S.

Of the international restaurants, 1,089 were operated by 106 franchisees and 12 were operated by the Company in the United Kingdom (the “U.K.”).

In addition, at December 31, 2023, there were 1,210 Wendy’s restaurants in operation in 32 foreign countries and U.S.

Of the international restaurants, 1,198 were operated by a total of 106 franchisees and 12 were operated by the Company in the United Kingdom (the “U.K.”).

The Company’s principal executive offices are located at One Dave Thomas Blvd., Dublin, Ohio 43017, and its telephone number is (614) 764-3100.

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Effective July 5, 2011, in connection with the Company’s sale of Arby’s Restaurant Group, Inc., the Company’s corporate name was changed to The Wendy’s Company.

The Company’s fiscal reporting periods consist of 52 or 53 weeks ending on the Sunday closest to December 31 and are referred to herein as (1) “the year ended January 1, 2023” or “2022,” which consisted of 52 weeks, (2) “the year ended January 2, 2022” or “2021,” which consisted of 52 weeks, and (3) “the year ended January 3, 2021” or “2020,” which consisted of 53 weeks.

The Company’s fiscal reporting periods consist of 52 or 53 weeks ending on the Sunday closest to December 31 and are referred to herein as (1) “the year ended December 31, 2023” or “2023,” (2) “the year ended January 1, 2023” or “2022,” and (3) “the year ended January 2, 2022” or “2021,” all of which consisted of 52 weeks.

Business Strategy

Wendy’s long-term growth opportunities include delivering accelerated global growth through (1) driving strong same-restaurant sales momentum across all dayparts, (2) accelerating our implementation of consumer-facing digital platforms and technologies and (3) expanding the Company’s footprint through global restaurant expansion.

Wendy’s long-term growth opportunities include delivering accelerated global growth through (1) driving same-restaurant sales momentum across all dayparts, (2) accelerating our consumer-facing digital platforms and technologies and (3) expanding the Company’s footprint across the globe.

Wendy’s vision is to become the world’s most thriving and beloved restaurant brand.

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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.

and derives its revenues from sales at Company-operated restaurants and royalties, franchise fees and national 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.

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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.

See Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Item 7 herein and Note 27 of the Financial Statements and Supplementary Data contained in Item 8 herein for segment financial information.

See Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Item 7 herein and Note 26 to the Consolidated Financial Statements contained in Item 8 herein for segment financial information.

The Wendy’s Restaurant System

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.

Company-operated restaurants comprised approximately 5% of the total Wendy’s system as of January 1, 2023 .

(1) sales at Company-operated restaurants and (2) franchise-related revenues, including royalties, franchise fees, national advertising funds contributions and rents received from Wendy’s franchised restaurants.

Company-operated restaurants comprised approximately 5% of the total Wendy’s system as of December 31, 2023 .

Restaurant Openings and Closings

During 2022 , Wendy’s opened 14 new Company-operated restaurants and closed seven generally underperforming Company-operated restaurants.

During 2022 , Wendy’s franchisees opened 262 new restaurants and closed 123 generally underperforming restaurants.

During 2023 , Wendy’s opene d four new Company-operated restaurants and closed four generally underperforming Company-operated restaurants.

During 2023, Wendy’s franchisees opened 244 new restaurants and closed 99 g enerally underperforming restaurants.

The following table sets forth the number of Wendy’s restaurants in operation at the beginning and end of each fiscal year from 2021 to 2023 :

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Restaurant Operations

Each Wendy’s restaurant offers an extensive menu specializing in hamburger sandwiches and featuring filet of chicken breast sandwiches, which are prepared to order with the customer’s choice of toppings and condiments.

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 nuggets, chili, french fries, baked potatoes, freshly prepared salads, soft drinks, Frosty ® desserts and kids’ meals.

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Free-standing Wendy’s restaurants generally include a pick-up window in addition to a dining room.

In 2020, 2021 and 2022 pick-up window sales represented approximately 83%, 82% and 77% of sales at Company-operated restaurants, respectively.

In 2021, 2022 and 2023 pick-up window sales represented approximately 82%, 77% and 74% o f sales at Company-operated restaurants, respectively.

Prior to the impact of COVID-19, approximately two-thirds of sales at Company-operated restaurants occurred through the pick-up window.

Wendy’s strives to maintain quality and uniformity throughout all restaurants by publishing detailed specifications for food products, preparation and service, continual in-service training of employees, restaurant operational audits and field visits from Wendy’s supervisors.

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Supply Chain, Distribution and Purchasing

As of January 1, 2023 , three independent processors (five total production facilities) supplied all of the beef used by Wendy’s restaurants in the U.S.

As of December 31, 2023, three independent processors (five total production facilities) supplied all of the fresh beef used by Wendy’s restaurants in the U.S.

In addition, seven independent processors (17 total production facilities) supplied all of the chicken used by Wendy’s restaurants in the U.S.

In addition, there was one main in-line distributor of food, packaging and beverage products, excluding breads, that serviced approximately 67% of Wendy’s restaurants in the U.S.

In addition, there w as one main in-line distributor of food, packaging and beverage products, excluding breads, that serviced approximately 67% of Wendy’s restaurants in the U.S.

and four additional in-line distributors that, in the aggregate, serviced approximately 32% of Wendy’s restaurants in the U.S.

Except as discussed below, Wendy’s and its franchisees have not experienced any material shortages of food, equipment, fixtures or other products that are necessary to maintain restaurant operations, and Wendy’s anticipates no such shortages of products and believes that alternate suppliers and distribution sources are available.

During 2020, the COVID-19 pandemic led to interruptions in the delivery of beef and other products and, as a result, some menu items were occasionally in short supply at some Wendy’s system restaurants.

While we and our supply chain partners effectively managed through this disruption, there can be no assurances that we will not see similar disruptions in the future.

Wendy’s and its franchisees have not experienced any material shortages of food, equipment, fixtures or other products that are necessary to maintain restaurant operations, and Wendy’s anticipates no such shortages of products and believes that alternate suppliers and distribution sources are available.

Suppliers and distributors to the Wendy’s system must comply with U.S.

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QSCC manages, for the Wendy’s system in the U.S.

and Canada, contracts for the purchase and distribution of food, proprietary paper, operating supplies and equipment under national agreements with pricing based upon total system volume.

and Canada, contracts for the purchase and distribution of food, proprietary paper, operating supplies and equipment, typically under national agreements with pricing based upon total

system volume.

QSCC’s supply chain management facilitates the continuity of supply and provides consolidated purchasing efficiencies while monitoring and seeking to minimize possible obsolete inventory throughout the Wendy’s supply chain in the U.S.

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Wendy’s quality assurance program is designed to verify that the food products supplied to our restaurants are processed in a safe, sanitary environment and in compliance with our food safety and quality standards.

Wendy’s quality assurance personnel regularly conduct sanitation and production audits for all of our core menu product processing facilities, which include beef, chicken, egg, pork, buns, french fries, Frosty ® dessert ingredients and produce.

Wendy’s quality assurance personnel regularly conduct sanitation and production audits for all of our core menu product processing facilities, which include beef, chicken, eggs, pork, buns, french fries, Frosty ® dessert ingredients and produce.

Animal welfare audits are also conducted at all beef, chicken and pork facilities to confirm compliance with our required animal welfare and handling policies and procedures.

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Wendy’s has the right to terminate franchise agreements if franchisees fail to comply with quality standards.

Wendy’s also utilizes a platform designed to help streamline data collection, tracking and trending in our supply chain as part of our food safety and quality assurance program.

We continue to expand the scope of the platform to help us monitor and assess food safety and quality assurance risks.

Information Technology

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Wendy’s utilizes both commercially available third-party software and proprietary software owned by the Company to run the point-of-sale and kitchen delivery functions and certain other consumer-facing and back-office functions in Wendy’s restaurants.

Wendy’s has invested significant resources to focus on consumer-facing technology, including installing a single point-of-sale system for Wendy’s restaurants, activating mobile ordering via Wendy’s mobile apps, launching the Wendy’s Rewards loyalty program and establishing delivery arrangements with third-party vendors for Wendy’s U.S.

Wendy’s has invested significant resources to focus on consumer-facing and other technology, including investments to support restaurant stability, enterprise resource planning, enhancements to Wendy’s mobile apps and loyalty program, data infrastructure to support customer relationship management and personalized marketing capabilities and delivery arrangements with third-party vendors for Wendy’s U.S.

and Canadian restaurants.

We believe our digital platforms are critical to creating a more seamless user experience, providing insights to enhance our relationship with customers and meeting consumer demand for customization, speed and convenience.

In December 2019, we implemented a plan to realign and reinvest resources in our IT organization to strengthen our ability to accelerate growth.

We are partnering with a third-party global IT consultant on this new structure to leverage their global capabilities and enable a more seamless integration between our digital and corporate IT assets.

In October 2021, we announced a partnership with a third-party global cloud provider with the intention to enhance our restaurant experience and unlock new customer, restaurant and employee experiences through data-driven insights.

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Because our business is moderately seasonal, results for any quarter are not necessarily indicative of the results that may be achieved for any other quarter or for the full fiscal year.

Each Wendy’s restaurant is in competition with other food service operations within the same geographical area.

Each Wendy’s restaurant is in competition across all dayparts with other food service operations within the same geographical area.

The quick-service restaurant segment is highly competitive and includes well-established competitors.

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Wendy’s competes within the food service industry and the quick-service restaurant sector for customers as well as for personnel, suitable real estate sites and qualified franchisees.

Wendy’s competitive position is differentiated by a focus on high quality, craveable food, its made-to-order square hamburgers using fresh, never frozen ground beef*, its unique and diverse menu, including chicken sandwiches, freshly-prepared salads and other signature items like chili, baked potatoes and the Frosty ® dessert, its promotional products, its choice of toppings and condiments and the atmosphere and décor of its restaurants.

Wendy’s competitive position is differentiated by a focus on high quality, craveable food, its made-to-order square hamburgers using fresh, never frozen ground beef*, its unique and diverse menu, including chicken sandwiches, freshly-prepared salads and other signature items like chili, baked potatoes, the Frosty ® dessert and the Breakfast Baconator ® , its promotional products, its choice of toppings and condiments and the atmosphere and décor of its restaurants.

(*Fresh beef available in the contiguous U.S., Alaska and Canada.) Wendy’s continues to implement its Image Activation program, which includes reimaging existing Wendy’s restaurants and building new Wendy’s restaurants with innovative exterior and interior restaurant designs, with plans for a significant number of new and reimaged restaurants in 2024 and beyond.

The Image Activation program also differentiates the Company from its competitors by its emphasis on selection and performance of restaurant employees that provide friendly and engaged customer service in Wendy’s restaurants.

As of December 31, 2023, 86% of the Wendy’s system was reimaged.

Many of the leading restaurant chains continue to focus on new restaurant development as one strategy to increase market share through increased consumer awareness and convenience.

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Continued price discounting, including the use of coupons and offers, in the quick-service restaurant industry and the emphasis on value menus could have an adverse impact on Wendy’s business.

Other restaurant chains have also competed by offering high quality sandwiches made with fresh ingredients and artisan breads, and there are several emerging restaurant chains featuring high quality food served at in-line locations.

Other restaurant chains, including those within the hamburger category, have also competed by offering high quality sandwiches made with fresh ingredients and artisan breads, and there are several emerging restaurant chains featuring high quality food served at in-line locations.

Several chains have also sought to compete by targeting certain consumer groups, such as capitalizing on trends toward certain types of diets or dietary preferences (e.g., plant-based food, alternative proteins, low carbohydrate, low trans-fat, gluten free or antibiotic free) by offering menu items that are promoted as being consistent with such diets.

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During 2016, the Company completed the sale of 310 Company-operated restaurants to franchisees, which resulted in the achievement of its plan to reduce its ongoing Company-operated restaurant ownership to approximately 5% of the total Wendy’s system.

While the Company has no plans to move its ownership away from approximately 5% of the Wendy’s system, it expects to continue to optimize the Wendy’s system by facilitating Franchise Flips, as well as evaluating strategic acquisitions of franchised restaurants and strategic dispositions of Company-operated restaurants to existing and new franchisees, to further strengthen the franchisee base, drive new restaurant development and accelerate adoption of Wendy’s Image Activation program.

While the Company has no plans to move its ownership away from approximatel y 5% of the Wendy’s system, it expects to continue to optimize the Wendy’s system by facilitating Franchise Flips, as well as evaluating strategic acquisitions of franchised restaurants and strategic dispositions of Company-operated restaurants to existing and new franchisees, to further strengthen the franchisee base, drive new restaurant development and accelerate adoption of Wendy’s Image Activation program.

Wendy’s generally retains a right of first refusal in connection with any proposed sale or transfer of franchised restaurants.

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(a) Represents franchisee-to-franchisee restaurant transfers for which the Company received advisory fees, which include valuation services and fees for selecting pre-approved buyers.

As of January 1, 2023, 217 Wendy’s U.S.

A s of December 31, 2023, 212 Wendy’s U.S.

franchisees operated 5,627 franchised restaurants in 50 states and the District of Columbia, and 106 Wendy’s international franchisees operated 1,198 franchised restaurants in 32 foreign countries and U.S.

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The rights and obligations governing the majority of franchised restaurants operating in the U.S.

are set forth in the Wendy’s current Unit Franchise Agreement (the “Current Franchise Agreement”) (non-traditional locations, including delivery kitchens, may operate under an amended agreement or alternate form of agreement).

This agreement provides the franchisee the right to construct, own and operate a Wendy’s restaurant upon a site accepted by Wendy’s and to use the Wendy’s system in connection with the operation of the restaurant at that site.

are set forth in the Wendy’s current Unit Franchise Agreement (the “Current Franchise Agreement”) (non-traditional locations may operate under an amended agreement or alternate form of agreement).

This agreement provides the franchisee the right to c onstruct, own and operate a Wendy’s restaurant upon a site accepted by Wendy’s and to use the Wendy’s system in connection with the operation of the restaurant at that site.

The Current Franchise Agreement provides for a 20-year term and a 10-year renewal subject to certain conditions.

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The agreement also typically requires that the franchisee pay Wendy’s an initial technical assistance fee.

In the U.S., the standard technical assistance fee required under a newly executed Current Franchise Agreement is currently $50,000 for each new restaurant opened.

The technical assistance fee is used to defray some of the costs to Wendy’s for training, start-up and transitional services related to new and existing franchisees acquiring Company-operated restaurants and in the development and opening of new restaurants.

In the U.S., the standard technical assistance fee required under a newly executed Current Franchise Agreement is currently $50,000 f or each new restaurant opened.

The technical assistance fee is used to defray some of the costs to Wendy’s for start-up and transitional services related to new and existing franchisees acquiring Company-operated restaurants and in the development and opening of new restaurants.

In certain limited instances (such as a reduced franchise agreement term, development incentive programs or other unique circumstances), Wendy’s may charge a reduced technical assistance fee or may waive the technical assistance fee.

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The rights and obligations governing the majority of franchised restaurants operating in Canada are set forth in a Single Unit Sub-Franchise Agreement (the “Single Unit Sub-Franchise Agreement”) (non-traditional locations, including delivery kitchens, may operate under an amended agreement or alternate form of agreement).

This document provides the franchisee the right to construct, own and operate a Wendy’s restaurant upon a site accepted by WROC and to use the Wendy’s system in connection with the operation of the restaurant at that site.

The Single Unit Sub-Franchise Agreement provides for a 20-year term and a ten-year renewal subject to certain conditions.

This document provides the franchisee the right to construct, own and operate a W endy’s restaurant upon a site accepted by WROC and to use the Wendy’s system in connection with the operation of the restaurant at that site.

The Single Unit Sub-Franchise Agreement provides for a 20-year term and a 10-year renewal subject to certain conditions.

The sub-franchisee pays to WROC a monthly royalty of 4.0% of sales, as defined in the agreement, from the operation of the restaurant.

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Franchisees who wish to operate Wendy’s restaurants outside of the U.S.

and Canada enter into franchise or license agreements with Wendy’s that generally provide franchise rights for each restaurant for an initial term of ten years or 20 years, depending on the country, and typically include a ten-year renewal provision, subject to certain conditions.

and Canada enter into franchise or license agreements with Wendy’s that generally provide franchise rights for each restaurant for an initial term of 10 years or 20 years, depending on the country, and typically include a 10-year renewal provision, subject to certain conditions.

The agreements grant a license to the franchisee to use the Wendy’s trademarks and know-how in the operation of a Wendy’s restaurant at a specified location.

Generally, the franchisee pays Wendy’s an initial technical assistance fee or other per restaurant fee and monthly fees based on a percentage of gross monthly sales of each restaurant.

Generally, the franchisee pays Wendy’s an initial technical assistance fee or other per restaurant fee and monthly fees based on a percentage of gross monthly sales o f each restaurant.

In certain foreign markets, Wendy’s may grant the franchisee exclusivity to develop a territory in exchange for the franchisee undertaking to develop a specified number of new Wendy’s restaurants in the territory based on a negotiated schedule.

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Non-Traditional Development

Non-traditional locations, such as fuel and transportation centers, food courts and other retail locations, military bases and delivery kitchens, represent a component of Wendy’s development strategy.

These non-traditional locations may be subject to different rights and obligations than our traditional franchise arrangements, including with respect to initial and renewal franchise terms, technical assistance fees, monthly royalty rates and advertising contribution rates, and the sales levels at these locations may also differ from sales levels at traditional Wendy’s restaurants.

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and Canadian franchisees may elect either the Pacesetter program or the Groundbreaker program when committing to new multi-unit development agreements or adding incremental commitments to existing development agreements.

Wendy’s also provides franchisees with the option of an early 20-year or 25-year renewal of their franchise agreement upon completion of reimaging utilizing certain approved Image Activation reimage designs.

Wendy’s also provides franchisees with the option of an early 20-year or 25-year re newal of their franchise agreement upon completion of reimaging utilizing certain approved Image Activation reimage designs.

Franchised restaurants are required to be operated under uniform operating standards and specifications relating to the selection, quality and preparation of menu items, signage, decor, equipment, uniforms, suppliers, maintenance and cleanliness of premises and customer service.

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See “The Wendy’s Restaurant System—Quality Assurance” above for additional information.

See Note 7 and Note 22 of the Financial Statements and Supplementary Data contained in Item 8 herein, and the information under “Item 7.

See Note 7 and Note 21 to the Consolidated Financial Statements contained in Item 8 herein, and the information under “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein, for information regarding certain guarantee obligations, reserves, commitments and contingencies involving franchisees.

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Required contributions by Company-operated restaurants for advertising and promotional programs are at the same percentage of sales as franchised restaurants within the Wendy’s system.

As of January 1, 2023, the contribution rate for U.S.

As of December 31, 2023, the contribution rate for U.S.

restaurants was generally 3.5% of sales for national advertising and 0.5% of sales for local and regional advertising.

As of January 1, 2023, the contribution rate for Canadian restaurants was generally 3.0% of sales for national advertising and 1.0% of sales for local and regional advertising, with the exception of Quebec, for which there is no national advertising contribution rate and the local and regional advertising contribution rate is 4.0% of sales.

As of December 31, 2023, the contribution rate for Canadian restaurants was generally 3.0% of sales for national advertising and 1.0% of sales for local and regional advertising, with the exception of Quebec, for which there is no national advertising contribution rate and the local and regional advertising contribution rate is 4.0% of sales.

Non-traditional locations, including delivery kitchens, may be subject to adjusted requirements for national, local and regional advertising contributions.

See Note 25 of the Financial Statements and Supplementary Data contained in Item 8 herein for additional information regarding advertising.

See Note 24 to the Consolidated Financi al Statements contained in Item 8 herein for additional information regarding advertising.

Human Capital

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We continue to invest in employees to ensure we are able to attract, hire and retain great talent throughout our organization.

We measure our effectiveness in these areas using various tools and metrics, including administering employee engagement surveys annually and tracking our employee turnover rates compared to others in the restaurant industry.

As of January 1, 2023, the Company was comprised of approximately 14,500 employees, of which approximately one-third were full-time, and two-thirds were part-time.

The vast majority of our employees are located in the U.S.

and work in our Company-operated restaurants within our Wendy’s U.S.

We measure our effectiveness in these areas using various tools and metrics, including administering an employee engagement survey annually and tracking our employee turnover rates compared to others in the restaurant industry.

As of December 31, 2023 , the Company was comprised of approximately 15,300 employees, of which approximately one-third were full-time, and two-thirds were part-time.

The vast majority of our employees are located in the United States and work in our Company-operated restaurants within our Wendy’s U.S.

business segment.

Outside of our Company-operated restaurants, our

largest population of employees work in our restaurant support organization, which includes employees across the globe and at our restaurant support center in Dublin, Ohio.

Outside of our Company-operated restaurants, our largest population of employees work in our restaurant support organization, which includes employees across

the globe and at our restaurant support center in Dublin, Ohio.

We are proud to have a workforce with diverse backgrounds and experiences.

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We are fortunate to have several thriving Employee Resource Groups (“ERGs”), which are voluntary employee-led groups, each sponsored by a Wendy’s senior leadership team member.

Our ERGs serve an important role in support of our DE&I strategy, creating forums for learning and inclusion, providing opportunities to celebrate different backgrounds, empowering employees to bring their authentic self to work, and creating leadership and professional development opportunities.

Our ERGs focus on employees and allies who identify as Women (W omen of Wendy’s), LGBTQ+ (WeQual), Military Veterans & Families (WeVets), Culturally Diverse (WCD), Black (WeBERG) and Young Professionals (WenGEN).

In 2022, we added our newest ERG, GiveCare, with a focus on caretakers for children, siblings, parents, partners and other family members.

Our ERGs serve an important role in support of our DE&I strategy, creating forums for learning and inclusion, providing opportunities to celebrate different backgrounds, empowering employees to bring their authentic selves to work and creating leadership and professional development opportunities.

Our ERGs focus on employees and allies who identify as Women (Women of Wendy’s), LGBTQ+ (WeQual), Military Veterans & Families (WeVets), Culturally Diverse (WCD), Black (WeBERG), Young Professionals (WenGEN) and Caregivers (GiveCare).

In 2023, we hosted over 30 wide-ranging programs facilitated by our ERGs and were recognized by McKinsey & Company and LeanIn.org’s 2023 Women in the Workplace Study.

Compensation and Benefits

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At Wendy’s, we are committed to providing pay equity for all employees, regardless of gender or ethnicity.

We also offer a robust set of benefits to help eligible employees and their families stay healthy, manage spend related to health and financial well-being and effectively balance work and life.

We also offer a robust set of benefits to help eligible employees and their families stay healthy, manage spend related to health and financial wellbeing and effectively balance work and life.

employees, this includes offerings such as insurance for medical, dental, vision and prescription drugs, telehealth access, 401(k) savings and retirement plans, health savings accounts, employee assistance program, paid sick leave, bonding leave and adoption assistance.

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We are committed to providing our employees with safe and comfortable work environments and offering resources that our employees can use to help promote their well-being.

We are extremely proud of the work our employees have done to support our restaurants, employees, customers and communities that we serve throughout the COVID-19 pandemic.

As the Company and our communities have transitioned from pandemic crisis intervention to ongoing prevention and protection, we remain committed to continuing to do our part to support the well-being of each other, our customers and our workplaces.

We remain focused on our high standards of quality and cleanliness at our restaurants through processes like reviewing cleaning procedures, maintaining an adequate supply of cleaning products and conducting our annual food safety recertification for our restaurant crew and managers.

We also recognize that the well-being of our employees goes beyond work and our work environments.

We offer several ben efits to support the health and well-being of our employees, including our employee assistance program (EAP), available at no cost to all Company Employees and their household members, as well as other training and resources related to overall health and well-being.

We prioritize the safety and wellbeing of our employees by fostering a culture of people safety awareness, responsibility and accident prevention.

Through education, training and the active involvement of our employees and restaurant support organization, we strive to provide a restaurant environment that is free from recognized hazards and prevent accidents, injuries and occupational illnesses.

We also recognize

that the wellbeing of our employees goes beyond work and our work environments.

We offer several benefits to support the health and wellbeing of our employees, including our employee assistance program (EAP), available at no cost to Company employees and their household members.

We are also proud to offer paid sick time at all levels within our restaurants to ensure employees can prioritize their health and the health of their families.

Talent Development

To set our employees up for success and help them achieve their personal development needs and career growth, we invest in training and development programs at all levels within the Company.

To set our employees up for success and support their personal development and career growth, we invest in training and development programs at all levels within the Company.

We also leverage annual processes that support individual performance planning, individual professional development planning and a broad review of talent development throughout the Company.

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Wendy’s University also provides targeted programming for corporate management staff, including diversity training, people manager training, leadership dialogues and the opportunity to participate in third party conferences and training.

In 2022, we launched a new leadership development program (WeLead), facilitating a six-month program designed to build a performance-driven culture and develop talent across our organization.

Our leadership development program (WeLead) uses a cohort learning strategy for emerging leaders over a six-month curriculum designed to build on our performance-driven culture and develop talent across the organization.

Community-Based Giving

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and vibrant communities.

In 2022, Wendy’s made charitable donations to a variety of organizations across the globe, highlighted by our continued support of the Dave Thomas Foundation for Adoption, a charitable foundation created by our founder, Dave Thomas, which has been our signature charitable cause for more than 25 years.

In addition to corporate contributions, we also host an employee-driven Community Giving Program, in which employees from across the Wendy’s system nominate worthy charitable organizations to receive charitable grants from The Wendy’s Foundation.

We also made grants available to charitable organizations chosen by each of our ERGs in support of their missions.

Additional information about our people and human capital initiatives is available on our website at www.wendys.com/what-we-value, in our annual Corporate Social Responsibility report and on The Square Deal TM Wendy’s Blog at www.squaredealblog.com.

In 2023, Wendy’s made charitable donations to a variety of organizations across the globe, highlighted by our ongoing and significant support of the Dave Thomas Foundation for Adoption, a charitable foundation created by our founder, Dave Thomas, which has been our signature charitable cause for more than 30 years.

In addition to corporate contributions, we also hosted an employee-driven Community Giving Program, in which employees from across the Wendy’s system nominated worthy charitable organizations to receive grants from The Wendy’s Foundation.

We also made grants available to charitable organizations chosen by our ERGs in support of their missions.

Additional information about our people and human capital initiatives is available on our website at www.wendys.com/what-we-value, in our annual Corporate Responsibility report and on The Square Deal TM Wendy’s Blog at www.squaredealblog.com.

The contents of our website and these additional information sources are not incorporated by reference in this Form 10-K or any other report or document we file with the Securities and Exchange Commission.

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Several states require registration and disclosure of the FDD in connection with franchise offers and sales and have laws regulating the franchisor-franchisee relationship.

These state laws often limit, among other things, the duration and scope of non-competition provisions and the ability of franchisors to terminate franchise agreements or withhold consent to the

renewal or transfer of franchise agreements.

The Company believes that our FDD, together with applicable state versions or supplements, and franchising procedures comply in all material respects with the FTC’s franchise rules and applicable state franchise laws.

These state laws often limit, among other things, the duration and scope of non-competition provisions and the ability of franchisors to terminate franchise agreements or withhold consent to the renewal or transfer of franchise agreements.

The Company believes that our FDD, together with applicable state versions or

supplements, and franchising procedures comply in all material respects with the FTC’s franchise rules and applicable state franchise laws.

International Operations

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business