Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: 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 2025:
+Added: 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 2025:
Issuer Repurchases of Equity Securities
8 unchanged sentences
the Plans (2)
−Removed: December 30, 2024
−Removed: February 2, 2025 394,456 $15.09 385,410 $229,200,345
−Removed: February 3, 2025
March 31, 2025
−Removed: March 3, 2025
−Removed: March 30, 2025 1,994,135 $15.16 1,980,740 $110,929,598
+Added: May 4, 2025 3,844,159 $13.26 3,843,403 $60,034,808
+Added: June 1, 2025 681,354 $11.92 679,865 $51,940,390
+Added: June 29, 2025 251,970 $11.53 251,970 $49,037,650
Total 4,777,483 $12.97 4,775,238 $49,037,650
2 unchanged sentences
(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.
−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: 10.1 Form of Long-Term Performance Unit Award Agreement for 2025 under The Wendy’s Company 2020 Omnibus Award Plan * **
−Removed: 31.1 Certification of the Chief Executive Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
−Removed: 31.2 Certification of the Chief Financial Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
−Removed: 32.1 Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
+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: 10.1 Marketing C onsulting A greement between The Wendy ’ s Com pany and Kenneth W.
+Added: Gilbert dated as of March 31 , 202 5 .
+Added: 31.1 Certification of the Interim Chief Executive Officer and Chief Financial Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
+Added: 32.1 Certification of the Interim 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.*
−Removed: 101 The following financial information from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2025 formatted in Inline eXtensible Business Reporting Language:
+Added: 101 The following financial information from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2025 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.
−Removed: 104 The cover page from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2025, formatted in Inline XBRL and contained in Exhibit 101.
+Added: 104 The cover page from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2025, formatted in Inline XBRL and contained in Exhibit 101.
_______________
* Filed herewith.
−Removed: ** Identifies a management contract or compensatory plan or arrangement.
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
+Added: August 8, 2025
/s/ Kenneth Cook
−Removed: Chief Financial Officer
+Added: Interim Chief Executive Officer and Chief Financial Officer
(On behalf of the registrant)
−Removed: May 2, 2025 By:
+Added: August 8, 2025 By:
/s/ Suzanne M.
2 unchanged sentences
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.