2 unchanged sentences
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 29, 2024 (the “Form 10-K”).
−Removed: There have been no material changes as of March 30, 2025 to the application of our critical accounting policies as described in Item 7 of the Form 10-K.
+Added: There have been no material changes as of June 29, 2025 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.
13 unchanged sentences
and 35 foreign countries and U.S.
−Removed: territories as of March 30, 2025.
+Added: territories as of June 29, 2025.
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.
19 unchanged sentences
The Company’s fiscal reporting periods consist of 52 or 53 weeks ending on the Sunday closest to December 31.
−Removed: All three-month periods presented herein contain 13 weeks.
+Added: 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
−Removed: As of March 30, 2025, the Wendy’s restaurant system was comprised of 7,308 restaurants, with 5,958 Wendy’s restaurants in operation in the U.S.
+Added: As of June 29, 2025, the Wendy’s restaurant system was comprised of 7,334 restaurants, with 5,967 Wendy’s restaurants in operation in the U.S.
restaurants, 387 were operated by the Company and 5,580 were operated by a total of 204 franchisees.
−Removed: In addition, at March 30, 2025, there were 1,350 Wendy’s restaurants in operation in 34 foreign countries and U.S.
+Added: In addition, at June 29, 2025, there were 1,367 Wendy’s restaurants in operation in 35 foreign countries and U.S.
Of the international restaurants, 1,354 were operated by a total of 112 franchisees and 13 were operated by the Company in the United Kingdom (the “U.K.”).
1 unchanged sentence
(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.
−Removed: Company-operated restaurants comprised approximately 5% of the total Wendy’s system as of March 30, 2025.
+Added: Company-operated restaurants comprised approximately 5% of the total Wendy’s system as of June 29, 2025.
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.
Wendy’s strategic framework includes providing fresh, famous food to consumers, delivering an exceptional customer experience through operational excellence and expanding the Company’s footprint across the globe.
−Removed: Our opportunities to execute on this framework for long-term profitable growth include (1) driving same-restaurant sales and share growth, (2) accelerating digital growth, (3) improving restaurant profitability and (4) driving global unit growth.
+Added: Our opportunities to execute on this framework for long-term profitable growth include (1) driving same-restaurant sales and market share growth, (2) accelerating digital growth, (3) improving restaurant profitability and (4) driving global unit growth.
Key Business Measures
24 unchanged sentences
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.
−Removed: First Quarter Financial Highlights
−Removed: • Global systemwide sales decreased 1.1% to $3.39 billion in the first quarter of 2025 compared with $3.45 billion in the first quarter of 2024;
−Removed: • Revenues decreased 2.1% to $523.5 million in the first quarter of 2025 compared with $534.8 million in the first quarter of 2024;
+Added: Second Quarter Highlights
+Added: • Global systemwide sales decreased 1.9% to $3.66 billion in the second quarter of 2025 compared with $3.73 billion in the second quarter of 2024;
+Added: • Revenues decreased 1.7% to $560.9 million in the second quarter of 2025 compared with $570.7 million in the second quarter of 2024;
• Global same-restaurant sales decreased 2.9%, U.S.
−Removed: same-restaurant sales decreased 2.8% and international same-restaurant sales increased 2.3% compared with the first quarter of 2024.
+Added: same-restaurant sales decreased 3.6% and international same-restaurant sales increased 1.8% compared with the second quarter of 2024.
On a two-year basis, global same-restaurant sales decreased 2.1%;
−Removed: • Global Company-operated restaurant margin was 14.3% in the first quarter of 2025, a decrease of 40 basis points compared with the first quarter of 2024;
−Removed: • Income before income taxes decreased 4.4% to $54.9 million in the first quarter of 2025 compared with $57.5 million in the first quarter of 2024.
−Removed: Wendy’s long-term growth opportunities include accelerating consumer-facing digital platforms and technologies.
−Removed: Over the past several years, the Company has invested significant resources to focus on consumer-facing technology, including enhancements to Wendy’s mobile apps and loyalty programs and establishing delivery arrangements with third-party vendors for Wendy’s U.S.
−Removed: and Canadian restaurants.
−Removed: The Company is also continuing to make digital investments and is partnering with key technology providers to help execute our digital, restaurant technology and enterprise technology initiatives and support our technology innovation and growth.
−Removed: The Company’s digital business has continued to grow and digital sales increased from approximately 16.8% of global systemwide sales during the first quarter of 2024 to approximately 20.3% during the first quarter of 2025.
−Removed: New Restaurant Development
−Removed: Wendy’s long-term growth opportunities include expanding the Company’s footprint across the globe.
−Removed: To promote new restaurant development, the Company has provided franchisees with certain incentive programs for qualifying new and existing restaurants, in addition to our build to suit development fund.
−Removed: In addition, the Company has development agreements in place
−Removed: with a number of franchisees that contractually obligate such franchisees to open additional Wendy’s restaurants over a specified timeframe.
−Removed: During the three months ended March 30, 2025, Wendy’s added 68 net new restaurants across the system.
+Added: • Global Company-operated restaurant margin was 15.6% in the second quarter of 2025, a decrease of 20 basis points compared with the second quarter of 2024;
+Added: • Income before income taxes increased 1.4% to $75.9 million in the second quarter of 2025 compared with $74.8 million in the second quarter of 2024;
+Added: • Digital sales increased to approximately 20.5% of global systemwide sales in the second quarter of 2025 compared with approximately 17.0% in the second quarter of 2024;
+Added: • Systemwide restaurant count increased by 26 net new restaurants in the second quarter of 2025.
+Added: Year-to-Date Highlights
+Added: • Global systemwide sales decreased 1.8% to $7.05 billion in the first six months of 2025 compared with $7.18 billion in the first six months of 2024;
+Added: • Revenues decreased 1.9% to $1.08 billion in the first six months of 2025 compared with $1.11 billion in the first six months of 2024;
+Added: • Global same-restaurant sales decreased 2.5%, U.S.
+Added: same-restaurant sales decreased 3.2% and international same-restaurant sales increased 2.1% compared with the first six months of 2024.
+Added: On a two-year basis, global same restaurant sales decreased 1.6%;
+Added: • Global Company-operated restaurant margin was 15.0% in the first six months of 2025, a decrease of 30 basis points compared with the first six months of 2024;
+Added: • Income before income taxes decreased 1.1% to $130.8 million in the first six months of 2025 compared with $132.3 million in the first six months of 2024;
+Added: • Digital sales increased to approximately 20.4% of global systemwide sales in the first six months of 2025 compared with approximately 16.9% in the first six months of 2024;
+Added: • Systemwide restaurant count increased by 94 net new restaurants in the first six months of 2025.
Results of Operations
−Removed: The tables included throughout this Results of Operations section set forth in millions the Company’s condensed consolidated results of operations for the first quarter of 2025 and 2024.
−Removed: First Quarter
−Removed: 2025 2024 Change
+Added: 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 first six months of 2025 and 2024.
+Added: Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Sales $ 232.9 $ 237.4 $ (4.5) $ 452.4 $ 462.7 $ (10.3)
11 unchanged sentences
Amortization of cloud computing arrangements 4.1 3.5 0.6 8.2 7.1 1.1
−Removed: System optimization losses, net 0.1 0.1 —
+Added: System optimization gains, net (0.4) (0.3) (0.1) (0.3) (0.2) (0.1)
Reorganization and realignment costs 0.2 2.5 (2.3) (0.5) 8.1 (8.6)
9 unchanged sentences
Net income $ 55.1 $ 54.6 $ 0.5 $ 94.3 $ 96.6 $ (2.3)
−Removed: First Quarter
+Added: Second Quarter Six Months
Total Revenues 2024 % of
+Added: Total Revenues 2025 % of
+Added: Total Revenues 2024 % of
Total Revenues
10 unchanged sentences
$ 560.9 100.0 % $ 570.7 100.0 % $ 1,084.4 100.0 % $ 1,105.5 100.0 %
−Removed: First Quarter
+Added: Second Quarter Six Months
Sales 2024 % of
+Added: Sales 2025 % of
+Added: Sales 2024 % of
Cost of sales:
4 unchanged sentences
Total cost of sales $ 196.5 84.4 % $ 199.9 84.2 % $ 384.7 85.0 % $ 392.0 84.7 %
−Removed: First Quarter
+Added: Second Quarter Six Months
Sales 2024 % of
+Added: Sales 2025 % of
+Added: Sales 2024 % of
Company-operated restaurant margin:
2 unchanged sentences
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.
−Removed: First Quarter
+Added: Second Quarter Six Months
+Added: 2025 2024 2025 2024
Key business measures:
18 unchanged sentences
(a) Excludes Argentina due to the impact of that country’s highly inflationary economy.
−Removed: (b) During the first quarter of 2025 and 2024, global systemwide sales decreased 1.1% and increased 2.6%, respectively, U.S.
+Added: (b) During the second quarter of 2025 and 2024, global systemwide sales decreased 1.8% and increased 2.6%, respectively, U.S.
systemwide sales decreased 3.3% and increased 1.7%, respectively, and international systemwide sales increased 8.7% and 8.3%, respectively, on a constant currency basis.
−Removed: First Quarter
+Added: During the first six months of 2025 and 2024, global systemwide sales decreased 1.4% and increased 2.6%, respectively, U.S.
+Added: systemwide sales decreased 3.0% and increased 1.7%, respectively, and international systemwide sales increased 8.8% and 8.5%, respectively, on a constant currency basis.
+Added: Second Quarter
Company-operated U.S.
1 unchanged sentence
Restaurant count:
+Added: Restaurant count at March 30, 2025
+Added: 387 5,571 13 1,337 7,308
+Added: Opened — 21 — 23 44
+Added: Closed — (12) — (6) (18)
+Added: Restaurant count at June 29, 2025
+Added: 387 5,580 13 1,354 7,334
+Added: Company-operated U.S.
+Added: Franchised International Company-operated International Franchised Systemwide
Restaurant count at December 29, 2024
3 unchanged sentences
Net (sold to) purchased by franchisees (2) 2 — — —
−Removed: Restaurant count at March 30, 2025
+Added: Restaurant count at June 29, 2025
387 5,580 13 1,354 7,334
−Removed: Sales First Quarter
−Removed: 2025 2024 Change
+Added: Sales Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Sales $ 232.9 $ 237.4 $ (4.5) $ 452.4 $ 462.7 $ (10.3)
−Removed: The decrease in sales during the first quarter of 2025 was primarily due to (1) net closures of Company-operated restaurants of $3.9 million and (2) a 1.2% decrease in Company-operated same-restaurant sales of $2.0 million.
+Added: The decrease in sales during the second quarter and the first six months of 2025 was primarily due to (1) a 0.8% and 1.0% decrease in global Company-operated same-restaurant sales of $2.0 million and $4.3 million, respectively, and (2) net closures of Company-operated restaurants of $1.4 million and $4.6 million, respectively.
Company-operated same-restaurant sales decreased due to a decrease in traffic, partially offset by higher average check.
−Removed: Franchise Royalty Revenue and Fees First Quarter
−Removed: 2025 2024 Change
+Added: Franchise Royalty Revenue and Fees Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Franchise royalty revenue $ 132.1 $ 136.3 $ (4.2) $ 253.9 $ 262.0 $ (8.1)
1 unchanged sentence
$ 156.2 $ 157.6 $ (1.4) $ 301.4 $ 304.2 $ (2.8)
−Removed: Franchise royalty revenue during the first quarter of 2025 decreased $4.0 million primarily due to a 2.2% decrease in global franchise same-restaurant sales.
−Removed: Franchise same-restaurant sales during the first quarter of 2025 decreased due to a decrease in traffic, partially offset by higher average check.
−Removed: The increase in franchise fees during the first quarter of 2025 was primarily due to higher fees for providing information technology services to franchisees.
−Removed: Franchise Rental Income First Quarter
−Removed: 2025 2024 Change
+Added: Franchise royalty revenue during the second quarter and the first six months of 2025 decreased primarily due to a 3.0% and 2.6% decrease in global franchise same-restaurant sales, respectively.
+Added: Franchise same-restaurant sales during the second quarter and the first six months of 2025 decreased due to a decrease in traffic, partially offset by higher average check.
+Added: The increase in franchise fees during the second quarter and the first six months of 2025 was primarily due to higher fees for providing information technology services to franchisees.
+Added: Franchise Rental Income Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Franchise rental income $ 60.4 $ 60.6 $ (0.2) $ 118.9 $ 118.6 $ 0.3
−Removed: The increase in franchise rental income during the first quarter of 2025 was primarily due to the impact of amending certain existing leases of $1.1 million, partially offset by the impact of terminating certain existing leases of $0.3 million.
−Removed: Advertising Funds Revenue First Quarter
−Removed: 2025 2024 Change
+Added: The decrease in franchise rental income during the second quarter of 2025 was primarily due to the impact of assigning certain leases to franchisees in the prior year of $1.5 million.
+Added: This decrease was partially offset by (1) entering into new leases of $0.6 million and (2) amending certain existing leases of $0.5 million.
+Added: The increase in franchise rental income during the first six months of 2025 was primarily due to (1) amending certain existing leases of $1.6 million and (2) entering into new leases of $1.3 million.
+Added: These increases were partially offset by the impact of assigning certain leases to franchisees of $2.1 million.
+Added: Advertising Funds Revenue Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Advertising funds revenue $ 111.4 $ 115.1 $ (3.7) $ 211.7 $ 220.0 $ (8.3)
−Removed: The decrease in advertising funds revenue during the first quarter of 2025 was primarily due to (1) a net decrease in franchise same-restaurant sales in the U.S.
−Removed: and Canada of $2.6 million and (2) net closures of U.S.
−Removed: restaurants of $1.1 million.
−Removed: Cost of Sales, as a Percent of Sales First Quarter
−Removed: 2025 2024 Change
+Added: The decrease in advertising funds revenue during the second quarter and the first six months of 2025 was primarily due to a decrease in franchise same-restaurant sales in the U.S.
+Added: Cost of Sales, as a Percent of Sales Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Food and paper 31.2 % 31.0 % 0.2 % 31.0 % 30.8 % 0.2 %
2 unchanged sentences
84.4 % 84.2 % 0.2 % 85.0 % 84.7 % 0.3 %
−Removed: The increase in cost of sales, as a percent of sales, during the first quarter of 2025 was primarily due to (1) higher commodity costs, (2) a decrease in traffic and (3) an increase in restaurant labor rates.
−Removed: These impacts were partially offset by (1) higher average check and (2) labor efficiencies.
−Removed: Franchise Support and Other Costs First Quarter
−Removed: 2025 2024 Change
+Added: The increase in cost of sales, as a percent of sales, during the second quarter and the first six months of 2025 was primarily due to (1) higher commodity costs, (2) an increase in restaurant labor rates and (3) a decrease in traffic.
+Added: These impacts were partially offset by (1) labor efficiencies and (2) higher average check.
+Added: Franchise Support and Other Costs Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Franchise support and other costs $ 17.1 $ 16.2 $ 0.9 $ 33.7 $ 31.0 $ 2.7
−Removed: The increase in franchise support and other costs during the first quarter of 2025 was primarily due to (1) an increase in costs associated with the Company’s build to suit development fund and (2) an increase in other miscellaneous costs for providing services to franchisees.
−Removed: Franchise Rental Expense First Quarter
−Removed: 2025 2024 Change
+Added: The increase in franchise support and other costs during the second quarter and the first six months of 2025 was primarily due to an increase in costs incurred to provide information technology services and other services to franchisees.
+Added: Franchise Rental Expense Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Franchise rental expense $ 32.6 $ 32.4 $ 0.2 $ 63.3 $ 64.2 $ (0.9)
−Removed: The decrease in franchise rental expense during the first quarter of 2025 was primarily due to the impact of terminating certain existing leases.
−Removed: Advertising Funds Expense First Quarter
−Removed: 2025 2024 Change
+Added: The decrease in franchise rental expense during the first six months of 2025 was primarily due to the impact of terminating certain existing leases.
+Added: Advertising Funds Expense Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Advertising funds expense $ 111.4 $ 120.8 $ (9.4) $ 212.9 $ 228.2 $ (15.3)
On an interim basis, advertising funds expense is recognized in proportion to advertising funds revenue.
−Removed: The decrease in advertising funds expense during the first quarter of 2025 was primarily due to (1) the same factors as described above for “Advertising Funds Revenue” and (2) a decrease in the recognition of the Company breakfast advertising spend in excess of advertising funds revenue when compared to the prior year.
−Removed: General and Administrative First Quarter
−Removed: 2025 2024 Change
+Added: The decrease in advertising funds expense during the second quarter and the first six months of 2025 was primarily due to (1) the same factor as described above for “Advertising Funds Revenue” and (2) a decrease in the recognition of the Company breakfast advertising spend in excess of advertising funds revenue when compared to the prior year.
+Added: General and Administrative Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Employee compensation and benefits $ 36.5 $ 33.5 $ 3.0 $ 75.0 $ 68.2 $ 6.8
+Added: Incentive compensation 0.4 5.5 (5.1) 8.0 12.5 (4.5)
Other, net 22.6 22.5 0.1 44.7 44.6 0.1
$ 59.5 $ 61.5 $ (2.0) $ 127.7 $ 125.3 $ 2.4
−Removed: The increase in general and administrative expenses during the first quarter of 2025 was primarily due to higher employee compensation and benefits.
−Removed: Depreciation and Amortization (exclusive of amortization of cloud computing arrangements shown separately below) First Quarter
−Removed: 2025 2024 Change
+Added: The decrease in general and administrative expenses during the second quarter of 2025 was primarily due to a decrease in incentive compensation accruals, reflecting lower operating performance as compared to plan in 2025 versus 2024.
+Added: This decrease was partially offset by higher employee compensation and benefits.
+Added: The increase in general and administrative expenses during the first six months of 2025 was primarily due to higher employee compensation and benefits, partially offset by a decrease in incentive compensation accruals, reflecting lower operating performance as compared to plan in 2025 versus 2024.
+Added: Depreciation and Amortization (exclusive of amortization of cloud computing arrangements shown separately below) Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Restaurants $ 23.0 $ 23.1 $ (0.1) $ 45.8 $ 45.6 $ 0.2
1 unchanged sentence
$ 37.0 $ 37.5 $ (0.5) $ 73.5 $ 73.0 $ 0.5
−Removed: The increase in depreciation and amortization during the first quarter of 2025 was primarily due to depreciation and amortization for technology investments.
−Removed: Amortization of Cloud Computing Arrangements First Quarter
−Removed: 2025 2024 Change
+Added: The change in depreciation and amortization during the second quarter and the first six months of 2025 was primarily due to depreciation and amortization for technology investments.
+Added: Amortization of Cloud Computing Arrangements Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Amortization of cloud computing arrangements $ 4.1 $ 3.5 $ 0.6 $ 8.2 $ 7.1 $ 1.1
−Removed: The increase in amortization of cloud computing arrangements during the first quarter of 2025 was primarily due to amortization of assets associated with the Company’s digital investments.
−Removed: System Optimization Losses, Net First Quarter
−Removed: 2025 2024 Change
−Removed: System optimization losses, net $ 0.1 $ 0.1 $ —
−Removed: System optimization losses, net for the first quarter of 2025 were primarily comprised of losses on the sale of restaurants.
−Removed: System optimization losses, net for the first quarter of 2024 were comprised of losses on the sale of surplus and other properties.
−Removed: See Note 10 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information.
−Removed: Reorganization and Realignment Costs First Quarter
−Removed: 2025 2024 Change
+Added: The increase in amortization of cloud computing arrangements during the second quarter and the first six months of 2025 was primarily due to amortization of assets associated with the Company’s digital investments.
+Added: Reorganization and Realignment Costs Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Organizational Redesign Plan $ 0.1 $ 2.4 $ (2.3) $ (0.8) $ 8.0 $ (8.8)
1 unchanged sentence
$ 0.2 $ 2.5 $ (2.3) $ (0.5) $ 8.1 $ (8.6)
−Removed: During the first quarter of 2025, the Company recognized costs under the Organizational Redesign Plan of ($1.0) million, which primarily included a reversal of a severance accrual as a result of a change in estimate.
−Removed: During the first quarter of 2024, the Company recognized costs under the Organizational Redesign Plan of $5.6 million, which primarily included severance and related employee costs.
+Added: During the first six months of 2025, the Company recognized costs under the Organizational Redesign Plan of ($0.8) million, which primarily included a reversal of a severance accrual as a result of a change in estimate.
+Added: During the second quarter and the first six months of 2024, the Company recognized costs under the Organizational Redesign Plan of $2.4 million and $8.0 million, respectively, which primarily included severance and related employee costs.
See Note 11 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information on the Organizational Redesign Plan.
−Removed: Impairment of Long-Lived Assets First Quarter
−Removed: 2025 2024 Change
+Added: Impairment of Long-Lived Assets Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Impairment of long-lived assets $ 1.7 $ 0.7 $ 1.0 $ 3.1 $ 2.7 $ 0.4
−Removed: The decrease in impairment of long-lived assets during the first quarter of 2025 was primarily due to lower impairment charges resulting from the deterioration in operating performance of certain Company-operated restaurants.
−Removed: Other Operating Income, Net First Quarter
−Removed: 2025 2024 Change
+Added: The increase in impairment of long-lived assets during the second quarter and the first six months of 2025 was primarily due to higher impairment charges resulting from the deterioration in operating performance of certain Company-operated restaurants.
+Added: Other Operating Income, Net Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Claim settlement $ — $ — $ — $ 4.0 $ — $ 4.0
+Added: Lease buyout (0.1) 0.4 (0.5) 0.1 0.4 (0.3)
Other, net 3.2 3.1 0.1 5.2 6.2 (1.0)
$ 3.1 $ 3.5 $ (0.4) $ 9.3 $ 6.6 $ 2.7
−Removed: The increase in other operating income, net during the first quarter of 2025 was primarily due to the settlement of a claim.
−Removed: Interest Expense, Net First Quarter
−Removed: 2025 2024 Change
+Added: The decrease in other operating income, net during the second quarter of 2025 was primarily due to a decrease in lease buyout activity.
+Added: The increase in other operating income, net during the first six months of 2025 was primarily due to the settlement of a claim.
+Added: Interest Expense, Net Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Interest expense, net $ 30.9 $ 31.0 $ (0.1) $ 62.4 $ 61.5 $ 0.9
−Removed: The increase in interest expense, net during the first quarter of 2025 was primarily due to lower interest income as a result of amending certain sales-type and direct financing leases.
−Removed: Investment Loss, Net First Quarter
−Removed: 2025 2024 Change
+Added: The increase in interest expense, net during the first six months of 2025 was primarily due to lower interest income as a result of amending certain sales-type and direct financing leases.
+Added: Investment Loss, Net Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Investment loss, net $ — $ — $ — $ 1.7 $ — $ 1.7
−Removed: During the first quarter 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.
−Removed: Other Income, Net First Quarter
−Removed: 2025 2024 Change
+Added: 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.
+Added: Other Income, Net Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Other income, net $ 2.5 $ 6.3 $ (3.8) $ 7.5 $ 13.1 $ (5.6)
−Removed: The decrease in other income, net during the first quarter of 2025 was primarily due to a decrease in interest income, reflecting lower balances of cash equivalents.
−Removed: Provision for Income Taxes First Quarter
−Removed: 2025 2024 Change
+Added: The decrease in other income, net during the second quarter and the first six months of 2025 was primarily due to a decrease in interest income, reflecting lower balances of cash equivalents.
+Added: Provision for Income Taxes Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Income before income taxes $ 75.9 $ 74.8 $ 1.1 $ 130.8 $ 132.3 $ (1.5)
3 unchanged sentences
27.4 % 27.0 % 0.4 % 27.9 % 26.9 % 1.0 %
−Removed: The effective tax rates for the first quarter of 2025 and 2024 were impacted by variations in income before income taxes, adjusted for recurring items such as non-deductible expenses and state income taxes, as well as non-recurring discrete items.
−Removed: The increase in the effective tax rate for the first quarter of 2025 compared with the first quarter of 2024 was primarily due to (1) a one-time adjustment to our deferred income taxes related to prior periods, (2) an increase in the tax effects of our foreign operations and (3) an increase in state income taxes.
+Added: The effective tax rates for the second quarter and the first six months of 2025 and 2024 were impacted by variations in income before income taxes, adjusted for recurring items such as non-deductible expenses and state income taxes, as well as non-recurring discrete items.
+Added: The increase in the effective tax rate for the second quarter and the first six months of 2025 was primarily due to the tax effects of share-based compensation.
+Added: The effective tax rate for the first six months of 2025 also increased due to a one-time adjustment to our deferred income taxes related to prior periods.
Segment Information
See Note 17 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information regarding the Company’s segments.
−Removed: First Quarter
−Removed: 2025 2024 Change
+Added: Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Sales $ 226.0 $ 231.2 $ (5.2) $ 438.7 $ 450.6 $ (11.9)
5 unchanged sentences
The decrease in Wendy’s U.S.
−Removed: revenues during the first quarter of 2025 was primarily due to (1) a decrease in same-restaurant sales and (2) net closures of restaurants.
−Removed: Same-restaurant sales decreased during the first quarter of 2025 primarily due to a decrease in traffic, partially offset by higher average check.
+Added: revenues during the second quarter and the first six months of 2025 was primarily due to (1) a decrease in same-restaurant sales and (2) net closures of restaurants.
+Added: Same-restaurant sales decreased during the second quarter and the first six months of 2025 primarily due to a decrease in traffic, partially offset by higher average check.
+Added: The increase in Wendy’s U.S.
+Added: segment profit during the second quarter of 2025 was primarily due to a decrease in the Company’s funding of incremental advertising.
+Added: This change was partially offset by (1) lower revenues, (2) higher general and administrative expense and (3) 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.”
The decrease in Wendy’s U.S.
−Removed: segment profit during the first quarter of 2025 was primarily due to (1) higher general and administrative expense and (2) lower revenues.
+Added: segment profit during the first six months of 2025 was primarily due to (1) lower revenues, (2) higher general and administrative expense and (3) 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.” These changes were partially offset by a decrease in the Company’s funding of incremental advertising.
Wendy’s International
−Removed: First Quarter
−Removed: 2025 2024 Change
+Added: Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Sales $ 6.9 $ 6.2 $ 0.7 $ 13.6 $ 12.1 $ 1.5
4 unchanged sentences
Segment profit $ 13.2 $ 10.7 $ 2.5 $ 22.7 $ 21.4 $ 1.3
−Removed: The increase in Wendy’s International revenues during the first quarter of 2025 was primarily due to net new restaurant development.
−Removed: The decrease in Wendy’s International segment profit during the first quarter of 2025 was primarily due to higher advertising fund expenses.
+Added: The increase in Wendy’s International revenues during the second quarter and the first six months of 2025 was primarily due to net new restaurant development.
+Added: The increase in Wendy’s International segment profit during the second quarter and the first six months of 2025 was primarily due to higher revenues.
+Added: During the first six months of 2025, this increase was partially offset by higher advertising fund expenses.
Global Real Estate & Development
−Removed: First Quarter
−Removed: 2025 2024 Change
+Added: Second Quarter Six Months
+Added: 2025 2024 Change 2025 2024 Change
Franchise fees $ 0.5 $ 1.2 $ (0.7) $ 1.2 $ 2.2 $ (1.0)
2 unchanged sentences
Segment profit $ 27.3 $ 28.2 $ (0.9) $ 52.0 $ 52.2 $ (0.2)
−Removed: Global Real Estate & Development revenues during the first quarter of 2025 were flat compared with the first quarter of 2024, primarily due to higher franchise rental income driven by the same factors as described above for “Franchise Rental Income,” offset by a decrease in franchise fee revenue driven by lower development-related fees.
−Removed: The increase in Global Real Estate & Development segment profit during the first quarter of 2025 was primarily due to lower franchise rental expense driven by the same factors as described above for “Franchise Rental Expense.”
+Added: The decrease in Global Real Estate & Development revenues during the second quarter and the first six months of 2025 was primarily due to lower development-related fees.
+Added: The decrease in Global Real Estate & Development segment profit during the second quarter and the first six months of 2025 was primarily due to lower revenues.
+Added: During the first six months of 2025, this decrease was partially offset by lower franchise rental expense driven by the same factors as described above for “Franchise Rental Expense.”
Liquidity and Capital Resources
−Removed: As of March 30, 2025, cash, cash equivalents and restricted cash totaled $389.0 million.
+Added: As of June 29, 2025, cash, cash equivalents and restricted cash totaled $330.1 million.
In addition, the Company maintains a revolving financing facility, which allows for the drawing of up to $300.0 million.
4 unchanged sentences
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”).
−Removed: During the three months ended March 30, 2025, the Company repurchased 8.2 million shares under the January 2023 Authorization with an aggregate purchase price of $124.1 million, of which $1.4 million was accrued as of March 30, 2025, and excluding excise tax of $1.2 million and commissions of $0.1 million.
−Removed: As of March 30, 2025, the Company had $110.9 million of availability remaining under the January 2023 Authorization.
−Removed: Subsequent to March 30, 2025 through April 25, 2025, the Company repurchased 3.8 million shares under the January 2023 Authorization with an aggregate purchase price of $50.9 million, excluding applicable excise tax and commissions.
−Removed: On March 17, 2025, the Company paid a quarterly cash dividend per share of $.25, aggregating $49.4 million.
−Removed: On May 2, 2025, the Company announced a dividend of $.14 per share to be paid on June 16, 2025 to stockholders of record as of June 2, 2025.
−Removed: If the Company pays regular quarterly cash dividends for the remainder of 2025 at the same rate as declared in the second quarter of 2025, the Company’s total cash requirement for dividends for the remainder of 2025 would be approximately $80.7 million based on the number of shares of its common stock outstanding at April 25, 2025.
+Added: During the six months ended June 29, 2025, the Company repurchased 13.0 million shares under the January 2023 Authorization with an aggregate purchase price of $186.0 million, of which $0.2 million was accrued as of June 29, 2025, and excluding excise tax of $1.8 million and commissions of $0.2 million.
+Added: As of June 29, 2025, the Company had $49.0 million of availability remaining under the January 2023 Authorization.
+Added: Subsequent to June 29, 2025 through August 1, 2025, the Company repurchased 0.8 million shares under the January 2023 Authorization with an aggregate purchase price of $8.8 million, excluding applicable excise tax and commissions.
+Added: On March 17, 2025 and June 16, 2025, the Company paid quarterly cash dividends per share of $.25 and $.14, respectively, aggregating $76.2 million.
+Added: On August 8, 2025, the Company announced a dividend of $.14 per share to be paid on September 16, 2025 to stockholders of record as of September 2, 2025.
+Added: If the Company pays regular quarterly cash dividends for the remainder of 2025 at the same rate as declared in the third quarter of 2025, the Company’s total cash requirement for dividends for the remainder of 2025 would be approximately $53.4 million based on the number of shares of its common stock outstanding at August 1, 2025.
The Company currently intends to continue to declare and pay quarterly cash dividends;
2 unchanged sentences
advertising fund has a revolving line of credit of $15.0 million, which was established to support the Company’s advertising fund operations.
−Removed: During the three months ended March 30, 2025, the Company drew down $15.0 million under the revolving line of credit, of which the Company repaid $8.5 million in March 2025.
−Removed: As a result, as of March 30, 2025, the Company had outstanding borrowings of $6.5 million under the revolving line of credit.
+Added: During the three months ended March 30, 2025, the Company borrowed and repaid $15.0 million and $8.5 million, respectively, under the revolving line of credit.
+Added: During the three months ended June 29, 2025, the Company borrowed an additional $8.5 million under the revolving line of credit.
+Added: As a result, as of June 29, 2025, the Company had outstanding borrowings of $15.0 million under the revolving line of credit.
Except as described above, there were no material changes to the Company’s debt obligations since December 29, 2024.
−Removed: The Company was in compliance with its debt covenants as of March 30, 2025.
+Added: The Company was in compliance with its debt covenants as of June 29, 2025.
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
−Removed: The table below summarizes our cash flows from operating, investing and financing activities for the first three months of 2025 and 2024:
−Removed: First Quarter
+Added: The table below summarizes our cash flows from operating, investing and financing activities for the first six months of 2025 and 2024:
2025 2024 Change
4 unchanged sentences
Effect of exchange rate changes on cash 5.5 (3.3) 8.8
−Removed: Net (decrease) increase in cash, cash equivalents and restricted cash $ (114.6) $ 4.3 $ (118.9)
+Added: Net decrease in cash, cash equivalents and restricted cash $ (173.5) $ (64.2) $ (109.3)
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.
−Removed: Cash provided by operating activities was $85.4 million and $100.0 million in the first three months of 2025 and 2024, respectively.
−Removed: The change was primarily due to the timing of payments for marketing expenses of the national advertising funds.
+Added: Cash provided by operating activities was $146.0 million and $145.5 million in the first six months of 2025 and 2024, respectively.
+Added: The change was primarily due to an increase in net income, adjusted for non-cash expenses.
Investing Activities
−Removed: Cash used in investing activities was $21.5 million and $20.8 million in the first three months of 2025 and 2024, respectively.
−Removed: The change was primarily due to an increase in expenditures associated with the Company’s franchise development fund of $1.1 million.
+Added: Cash used in investing activities was $52.3 million and $44.0 million in the first six months of 2025 and 2024, respectively.
+Added: The change was primarily due to (1) an increase in expenditures associated with the Company’s franchise development fund of $5.0 million and (2) an increase in capital expenditures of $4.6 million.
Financing Activities
−Removed: Cash used in financing activities was $179.3 million and $72.6 million in the first three months of 2025 and 2024, respectively.
−Removed: The change was primarily due to an increase in repurchases of the Company’s common stock of $115.5 million, partially offset by a net increase in cash provided by long-term debt activities of $6.5 million, reflecting the impact of the draw on the Company’s U.S.
+Added: Cash used in financing activities was $272.7 million and $162.4 million in the first six months of 2025 and 2024, respectively.
+Added: The change was primarily due to an increase in repurchases of the Company’s common stock of $152.3 million.
+Added: This change was partially offset by (1) a decrease in dividends of $26.4 million and (2) a net increase in cash provided by long-term debt activities of $15.0 million, reflecting the impact of the draw on the Company’s U.S.
advertising fund revolving line of credit.
General Inflation, Commodities and Changing Prices
−Removed: Inflationary pressures on labor directly impacted our consolidated results of operations during the three months ended March 30, 2025, and we anticipate continued labor inflation throughout the remainder of 2025.
+Added: Inflationary pressures on labor directly impacted our consolidated results of operations during the six months ended June 29, 2025, and we anticipate continued labor inflation throughout the remainder of 2025.
We attempt to manage any inflationary costs and commodity price increases through selective menu price increases, product mix and focused execution of operational excellence.
6 unchanged sentences
Quantitative and Qualitative Disclosures about Market Risk.
−Removed: As of March 30, 2025 there were no material changes from the information contained in the Company’s Form 10-K for the fiscal year ended December 29, 2024.
+Added: As of June 29, 2025 there were no material changes from the information contained in the Company’s Form 10-K for the fiscal year ended December 29, 2024.
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.