3 unchanged sentences
(In Thousands Except Par Value)
+Added: September 28,
2025 December 29,
52 unchanged sentences
(In Thousands Except Per Share Amounts)
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 29,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 28,
+Added: 2025 September 29,
+Added: 2024 September 28,
+Added: 2025 September 29,
Sales $ 233,154 $ 230,403 $ 685,517 $ 693,081
18 unchanged sentences
Interest expense, net ( 31,543 ) ( 31,270 ) ( 93,965 ) ( 92,800 )
−Removed: Investment income (loss), net — 11 ( 1,718 ) 11
+Added: Investment (loss) income, net — — ( 1,718 ) 11
Other income, net 2,730 6,246 10,301 19,382
2 unchanged sentences
Net income $ 44,252 $ 50,224 $ 138,594 $ 146,860
−Removed: Basic and diluted net income per share $ .29 $ .27 $ .48 $ .47
+Added: Net income per share:
+Added: Basic $ .23 $ .25 $ .71 $ .72
+Added: Diluted $ .23 $ .25 $ .71 $ .71
See accompanying notes to condensed consolidated financial statements.
2 unchanged sentences
(In Thousands)
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 29,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 28,
+Added: 2025 September 29,
+Added: 2024 September 28,
+Added: 2025 September 29,
Net income $ 44,252 $ 50,224 $ 138,594 $ 146,860
−Removed: Other comprehensive income (loss):
+Added: Other comprehensive (loss) income:
Foreign currency translation adjustment ( 4,904 ) 4,382 7,313 ( 2,215 )
−Removed: Other comprehensive income (loss) 10,305 ( 2,011 ) 12,217 ( 6,597 )
+Added: Other comprehensive (loss) income ( 4,904 ) 4,382 7,313 ( 2,215 )
Comprehensive income $ 39,348 $ 54,606 $ 145,907 $ 144,645
12 unchanged sentences
Common stock issued upon exercises of stock options — ( 130 ) — 326 — 196
−Removed: — ( 130 ) — 326 — 196
Common stock issued upon vesting of restricted shares — ( 2,702 ) — 1,453 — ( 1,249 )
−Removed: — ( 2,702 ) — 1,453 — ( 1,249 )
Other — 23 ( 19 ) 51 — 55
6 unchanged sentences
Common stock issued upon exercises of stock options — ( 245 ) — 1,689 — 1,444
−Removed: — ( 245 ) — 1,689 — 1,444
Common stock issued upon vesting of restricted shares — ( 1,504 ) — 1,476 — ( 28 )
−Removed: — ( 1,504 ) — 1,476 — ( 28 )
Other — 17 ( 15 ) 53 — 55
Balance at June 29, 2025 $ 47,042 $ 2,988,265 $ 417,765 $ ( 3,277,648 ) $ ( 62,536 ) $ 112,888
+Added: Net income — — 44,252 — — 44,252
+Added: Other comprehensive loss — — — — ( 4,904 ) ( 4,904 )
+Added: Cash dividends — — ( 26,711 ) — — ( 26,711 )
+Added: Repurchases of common stock — — — ( 14,174 ) — ( 14,174 )
+Added: Share-based compensation — ( 934 ) — — — ( 934 )
+Added: Common stock issued upon exercises of stock options — ( 257 ) — 431 — 174
+Added: Common stock issued upon vesting of restricted shares — ( 5,652 ) — 4,204 — ( 1,448 )
+Added: Other — ( 2 ) ( 16 ) 68 — 50
+Added: Balance at September 28, 2025 $ 47,042 $ 2,981,420 $ 435,290 $ ( 3,287,119 ) $ ( 67,440 ) $ 109,193
See accompanying notes to condensed consolidated financial statements.
27 unchanged sentences
Balance at June 30, 2024 $ 47,042 $ 2,964,479 $ 403,836 $ ( 3,076,632 ) $ ( 64,972 ) $ 273,753
+Added: Net income — — 50,224 — — 50,224
+Added: Other comprehensive income — — — — 4,382 4,382
+Added: Cash dividends — — ( 50,785 ) — — ( 50,785 )
+Added: Repurchases of common stock — — — ( 25,418 ) — ( 25,418 )
+Added: Share-based compensation — 6,814 — — — 6,814
+Added: Common stock issued upon exercises of stock options
+Added: — 258 — 2,133 — 2,391
+Added: Common stock issued upon vesting of restricted shares
+Added: — ( 3,654 ) — 2,069 — ( 1,585 )
+Added: Other — 30 ( 16 ) 63 — 77
+Added: Balance at September 29, 2024 $ 47,042 $ 2,967,927 $ 403,259 $ ( 3,097,785 ) $ ( 60,590 ) $ 259,853
See accompanying notes to condensed consolidated financial statements.
2 unchanged sentences
(In Thousands)
−Removed: Six Months Ended
−Removed: 2025 June 30,
+Added: Nine Months Ended
+Added: September 28,
+Added: 2025 September 29,
Cash flows from operating activities:
20 unchanged sentences
Franchise development fund ( 23,096 ) ( 21,040 )
+Added: Acquisitions ( 16,854 ) —
Dispositions 1,485 3,222
21 unchanged sentences
The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of The Wendy’s Company (“The Wendy’s Company” and, together with its subsidiaries, the “Company,” “we,” “us” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and, therefore, do not include all information and footnotes required by GAAP for complete financial statements.
−Removed: In our opinion, the Financial Statements contain all adjustments of a normal recurring nature necessary to present fairly our financial position as of June 29, 2025, the results of our operations for the three and six months ended June 29, 2025 and June 30, 2024 and cash flows for the six months ended June 29, 2025 and June 30, 2024.
−Removed: The results of operations for the six months ended June 29, 2025 are not necessarily indicative of the results to be expected for the full 2025 fiscal year.
+Added: In our opinion, the Financial Statements contain all adjustments of a normal recurring nature necessary to present fairly our financial position as of September 28, 2025, the results of our operations for the three and nine months ended September 28, 2025 and September 29, 2024 and cash flows for the nine months ended September 28, 2025 and September 29, 2024.
+Added: The results of operations for the nine months ended September 28, 2025 are not necessarily indicative of the results to be expected for the full 2025 fiscal year.
The Financial Statements should be read in conjunction with the audited consolidated financial statements for The Wendy’s Company and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024 (the “Form 10-K”).
4 unchanged sentences
We report on a fiscal year consisting of 52 or 53 weeks ending on the Sunday closest to or on December 31.
−Removed: All three- and six-month periods presented herein contain 13 weeks and 26 weeks, respectively.
+Added: All three- and nine-month periods presented herein contain 13 weeks and 39 weeks, respectively.
All references to years, quarters and months relate to fiscal periods rather than calendar periods.
3 unchanged sentences
Wendy’s International Global Real Estate & Development Total
−Removed: Three Months Ended June 29, 2025
+Added: Three Months Ended September 28, 2025
Sales at Company-operated restaurants $ 225,264 $ 7,890 $ — $ 233,154
4 unchanged sentences
Total revenues $ 451,417 $ 39,912 $ 58,187 $ 549,516
−Removed: Three Months Ended June 30, 2024
+Added: Three Months Ended September 29, 2024
Sales at Company-operated restaurants $ 222,745 $ 7,658 $ — $ 230,403
8 unchanged sentences
Wendy’s International Global Real Estate & Development Total
−Removed: Six Months Ended June 29, 2025
+Added: Nine Months Ended September 28, 2025
Sales at Company-operated restaurants $ 663,981 $ 21,536 $ — $ 685,517
4 unchanged sentences
Total revenues $ 1,342,173 $ 113,483 $ 178,261 $ 1,633,917
−Removed: Six Months Ended June 30, 2024
+Added: Nine Months Ended September 29, 2024
Sales at Company-operated restaurants $ 673,364 $ 19,717 $ — $ 693,081
6 unchanged sentences
The following table provides information about receivables and contract liabilities (deferred franchise fees) from contracts with customers:
+Added: September 28,
2025 (a) December 29, 2024 (a)
7 unchanged sentences
(b) Includes receivables related to “Sales” and “Franchise royalty revenue and fees.”
−Removed: (c) Deferred franchise fees are included in “Accrued expenses and other current liabilities” and “Deferred franchise fees” and totaled $ 11,001 and $ 88,396 , respectively, as of June 29, 2025, and $ 11,024 and $ 88,387 , respectively, as of December 29, 2024.
+Added: (c) Deferred franchise fees are included in “Accrued expenses and other current liabilities” and “Deferred franchise fees” and totaled $ 11,553 and $ 87,964 , respectively, as of September 28, 2025, and $ 11,024 and $ 88,387 , respectively, as of December 29, 2024.
Significant changes in deferred franchise fees are as follows:
−Removed: Six Months Ended
−Removed: 2025 June 30,
+Added: Nine Months Ended
+Added: September 28,
+Added: 2025 September 29,
Deferred franchise fees at beginning of period $ 99,411 $ 100,805
17 unchanged sentences
The Company also leases restaurant, office and transportation equipment.
−Removed: As of June 29, 2025, the nature of restaurants operated by the Company and its franchisees was as follows:
+Added: As of September 28, 2025, the nature of restaurants operated by the Company and its franchisees was as follows:
+Added: September 28,
Company-operated restaurants:
14 unchanged sentences
The components of lease cost are as follows:
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 29,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 28,
+Added: 2025 September 29,
+Added: 2024 September 28,
+Added: 2025 September 29,
Finance lease cost:
8 unchanged sentences
_______________
−Removed: (a) Includes expenses for executory costs of $ 10,578 and $ 10,033 for the three months ended June 29, 2025 and June 30, 2024, respectively, and $ 20,972 and $ 20,254 for the six months ended June 29, 2025 and June 30, 2024, respectively, for which the Company is reimbursed by sublessees.
−Removed: (b) Includes $ 32,569 and $ 32,355 for the three months ended June 29, 2025 and June 30, 2024, respectively, and $ 63,221 and $ 64,073 for the six months ended June 29, 2025 and June 30, 2024, respectively, recorded to “Franchise rental expense” for leased properties that are subsequently leased to franchisees.
−Removed: Also includes $ 6,946 and $ 7,402 for the three months ended June 29, 2025 and June 30, 2024, respectively, and $ 13,887 and $ 14,790 for the six months ended June 29, 2025 and June 30, 2024, respectively, recorded to “Cost of sales” for leases for Company-operated restaurants.
+Added: (a) Includes expenses for executory costs of $ 10,367 and $ 10,108 for the three months ended September 28, 2025 and September 29, 2024, respectively, and $ 31,339 and $ 30,362 for the nine months ended September 28, 2025 and September 29, 2024, respectively, for which the Company is reimbursed by sublessees.
+Added: (b) Includes $ 30,899 and $ 32,197 for the three months ended September 28, 2025 and September 29, 2024, respectively, and $ 94,120 and $ 96,270 for the nine months ended September 28, 2025 and September 29, 2024, respectively, recorded to “Franchise rental expense” for leased properties that are subsequently leased to franchisees.
+Added: Also includes $ 6,886 and $ 7,299 for the three months ended September 28, 2025 and September 29, 2024, respectively, and $ 20,773 and $ 22,089 for the nine months ended September 28, 2025 and September 29, 2024, respectively, recorded to “Cost of sales” for leases for Company-operated restaurants.
Company as Lessor
The components of lease income are as follows:
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 29,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 28,
+Added: 2025 September 29,
+Added: 2024 September 28,
+Added: 2025 September 29,
Sales-type and direct-financing leases:
6 unchanged sentences
(a) Included in “Interest expense, net.”
−Removed: (b) Includes sublease income of $ 44,667 and $ 45,049 recognized during the three months ended June 29, 2025 and June 30, 2024, respectively, and $ 87,451 and $ 87,832 for the six months ended June 29, 2025 and June 30, 2024, respectively.
−Removed: Sublease income includes lessees’ variable payments to the Company for executory costs of $ 10,512 and $ 10,155 for the three months ended June 29, 2025 and June 30, 2024, respectively, and $ 20,709 and $ 20,244 for the six months ended June 29, 2025 and June 30, 2024, respectively.
+Added: (b) Includes sublease income of $ 41,548 and $ 43,698 recognized during the three months ended September 28, 2025 and September 29, 2024, respectively, and $ 128,999 and $ 131,530 for the nine months ended September 28, 2025 and September 29, 2024, respectively.
+Added: Sublease income includes lessees’ variable payments to the Company for executory costs of $ 10,439 and $ 10,112 for the three months ended September 28, 2025 and September 29, 2024, respectively, and $ 31,148 and $ 30,356 for the nine months ended September 28, 2025 and September 29, 2024, respectively.
THE WENDY’S COMPANY AND SUBSIDIARIES
3 unchanged sentences
The following is a summary of the carrying value of our investments:
+Added: September 28,
2025 December 29,
7 unchanged sentences
Presented below is activity related to our investment in TimWen included in our condensed consolidated financial statements:
−Removed: Six Months Ended
−Removed: 2025 June 30,
+Added: Nine Months Ended
+Added: September 28,
+Added: 2025 September 29,
Balance at beginning of period $ 27,288 $ 32,727
2 unchanged sentences
Distributions received ( 10,756 ) ( 10,678 )
−Removed: Foreign currency translation adjustment included in “Other comprehensive income (loss)”
−Removed: 1,483 ( 1,118 )
+Added: Foreign currency translation adjustment included in “Other comprehensive (loss) income”
Balance at end of period $ 25,851 $ 30,040
2 unchanged sentences
Other Investments in Equity Securities
−Removed: During the six months ended June 29, 2025, the Company recorded an impairment charge of $ 1,718 for the difference between the estimated fair value and the carrying value of an investment in equity securities.
−Removed: As a result, the carrying value of the investment was zero as of June 29, 2025.
+Added: During the nine months ended September 28, 2025, the Company recorded an impairment charge of $ 1,718 for the difference between the estimated fair value and the carrying value of an investment in equity securities.
+Added: As a result, the carrying value of the investment was zero as of September 28, 2025.
THE WENDY’S COMPANY AND SUBSIDIARIES
3 unchanged sentences
Long-term debt consisted of the following:
+Added: September 28,
2025 December 29,
25 unchanged sentences
During the three months ended June 29, 2025, the Company borrowed an additional $ 8,500 under the revolving line of credit.
−Removed: As a result, as of June 29, 2025, the Company had outstanding borrowings of $ 15,000 under the revolving line of credit, which is included in “Advertising funds restricted liabilities.”
+Added: There were no new borrowings or repayments under the revolving line of credit during the three months ended September 28, 2025.
+Added: As a result, as of September 28, 2025, the Company had outstanding borrowings of $ 15,000 under the revolving line of credit, which is included in “Advertising funds restricted liabilities.”
(6) Fair Value Measurements
14 unchanged sentences
The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments:
+Added: September 28,
2025 December 29,
33 unchanged sentences
Fair Value Measurements
+Added: September 28,
2025 Level 1 Level 2 Level 3
8 unchanged sentences
(7) Income Taxes
−Removed: The Company’s effective tax rate for the three months ended June 29, 2025 and June 30, 2024 was 27.4 % and 27.0 %, respectively.
+Added: The Company’s effective tax rate for the three months ended September 28, 2025 and September 29, 2024 was 30.0 % and 27.9 %, respectively.
The Company’s effective tax rate varied from the U.S.
−Removed: federal statutory rate of 21 % for the three months ended June 29, 2025 primarily due to state income taxes and the tax effects of our foreign operations and share-based compensation.
−Removed: The Company’s effective tax rate for the six months ended June 29, 2025 and June 30, 2024 was 27.9 % and 26.9 %, respectively.
+Added: federal statutory rate of 21 % for the three months ended September 28, 2025 primarily due to state income taxes, the tax effects of our foreign operations and share-based compensation.
+Added: The Company’s effective tax rate for the nine months ended September 28, 2025 and September 29, 2024 was 28.6 % and 27.3 %, respectively.
The Company’s effective tax rate varied from the U.S.
−Removed: federal statutory rate of 21 % for the six months ended June 29, 2025 primarily due to state income taxes and the tax effects of our foreign operations.
−Removed: Subsequent to the end of the second quarter of 2025, on July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted.
+Added: federal statutory rate of 21 % for the nine months ended September 28, 2025 primarily due to state income taxes and the tax effects of our foreign operations.
+Added: On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted.
Key provisions include the permanent extension of several business tax incentives originally established under the 2017 Tax Cuts and Jobs Act, as well as changes to provisions related to bonus depreciation, and research and development.
The Company is currently evaluating the impact of the OBBBA on our condensed consolidated financial statements.
+Added: We currently expect that these changes will have an impact on the Company’s current and deferred tax assets and liabilities as well as a favorable impact on the amount of cash taxes paid.
THE WENDY’S COMPANY AND SUBSIDIARIES
3 unchanged sentences
The calculation of basic and diluted net income per share was as follows:
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 29,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 28,
+Added: 2025 September 29,
+Added: 2024 September 28,
+Added: 2025 September 29,
Net income $ 44,252 $ 50,224 $ 138,594 $ 146,860
4 unchanged sentences
Weighted average diluted shares outstanding 191,253 204,254 195,195 205,803
−Removed: Basic and diluted net income per share $ .29 $ .27 $ .48 $ .47
−Removed: Basic net income per share for the three and six months ended June 29, 2025 and June 30, 2024 was computed by dividing net income amounts by the weighted average number of shares of common stock outstanding.
+Added: Net income per share:
+Added: Basic $ .23 $ .25 $ .71 $ .72
+Added: Diluted $ .23 $ .25 $ .71 $ .71
+Added: Basic net income per share for the three and nine months ended September 28, 2025 and September 29, 2024 was computed by dividing net income amounts by the weighted average number of shares of common stock outstanding.
Diluted net income per share was computed by dividing net income by the weighted average number of basic shares outstanding plus the potential common share effect of dilutive stock options and restricted shares.
−Removed: We excluded potential common shares of 7,990 and 8,139 for the three and six months ended June 29, 2025, respectively, and 7,606 and 7,197 for the three and six months ended June 30, 2024, respectively, from our diluted net income per share calculation as they would have had anti-dilutive effects.
+Added: We excluded potential common shares of 10,193 and 8,823 for the three and nine months ended September 28, 2025, respectively, and 8,605 and 7,667 for the three and nine months ended September 29, 2024, respectively, from our diluted net income per share calculation as they would have had anti-dilutive effects.
(9) Stockholders’ Equity
−Removed: During the first and second quarter of 2025, the Company paid dividends per share of $ .25 and $ .14 , respectively.
−Removed: During each of the first and second quarters of 2024, the Company paid dividends per share of $ .25 .
+Added: During the first, second, and third quarters of 2025, the Company paid dividends per share of $ .25 , $ .14 and $ .14 , respectively.
+Added: During each of the first, second, and third quarters of 2024, the Company paid dividends per share of $ .25 .
Repurchases of Common Stock
In January 2023, our Board of Directors authorized a repurchase program for up to $ 500,000 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 six months ended June 29, 2025, the Company repurchased 12,957 shares under the January 2023 Authorization with an aggregate purchase price of $ 185,962 , of which $ 193 was accrued as of June 29, 2025, and excluding excise tax of $ 1,813 and commissions of $ 182 .
−Removed: During the six months ended June 29, 2025, the Company paid $ 565 in excise tax on shares repurchased during 2024.
−Removed: As of June 29, 2025, the Company had $ 49,038 of availability remaining under the January 2023 Authorization.
−Removed: Subsequent to June 29, 2025 through August 1, 2025, the Company repurchased 834 shares under the January 2023 Authorization with an aggregate purchase price of $ 8,825 , excluding applicable excise tax and commissions.
−Removed: During the six months ended June 30, 2024, the Company repurchased 1,955 shares under the January 2023 Authorization with an aggregate purchase price of $ 34,448 , of which $ 801 was accrued as of June 30, 2024, and excluding excise tax of $ 233 and commissions of $ 28 .
+Added: During the nine months ended September 28, 2025, the Company repurchased 14,361 shares under the January 2023 Authorization with an aggregate purchase price of $ 200,000 , excluding excise tax of $ 1,930 and commissions of $ 201 .
+Added: During the nine months ended September 28, 2025, the Company paid $ 565 in excise tax on shares repurchased during 2024.
+Added: As of September 28, 2025, the Company had $ 35,000 of availability remaining under the January 2023 Authorization.
+Added: During the nine months ended September 29, 2024, the Company repurchased 3,447 shares under the January 2023 Authorization with an aggregate purchase price of $ 59,637 , of which $ 203 was accrued as of September 29, 2024, and excluding excise tax of $ 441 and commissions of $ 49 .
THE WENDY’S COMPANY AND SUBSIDIARIES
3 unchanged sentences
The following table provides a rollforward of accumulated other comprehensive loss, which is entirely comprised of foreign currency translation:
−Removed: Six Months Ended
−Removed: 2025 June 30,
+Added: Nine Months Ended
+Added: September 28,
+Added: 2025 September 29,
Balance at beginning of period $ ( 74,753 ) $ ( 58,375 )
4 unchanged sentences
The Company’s system optimization initiative included a shift from Company-operated restaurants to franchised restaurants over time, through acquisitions and dispositions, as well as facilitating franchisee-to-franchisee restaurant transfers (“Franchise Flips”).
−Removed: As of June 29, 2025, Company-operated restaurant ownership was approximately 5 % of the total system.
+Added: As of September 28, 2025, Company-operated restaurant ownership was approximately 5 % of the total system.
While the Company has no plans to move its ownership away from approximately 5 % of the total system, the Company expects to continue to optimize the Wendy’s system through 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 and drive new restaurant development.
−Removed: During the six months ended June 29, 2025 and June 30, 2024, the Company facilitated one and 14 Franchise Flips, respectively.
−Removed: Additionally, during the six months ended June 29, 2025, the Company completed the sale of two Company-operated restaurants to franchisees.
−Removed: No Company-operated restaurants were sold to franchisees during the six months ended June 30, 2024.
+Added: During the nine months ended September 28, 2025 and September 29, 2024, the Company facilitated one and 14 Franchise Flips, respectively.
+Added: Additionally, during the nine months ended September 28, 2025 and September 29, 2024, the Company completed the sale of five and one Company-operated restaurants to franchisees, respectively.
Gains and losses recognized on dispositions are recorded to “System optimization gains, net” in our condensed consolidated statements of operations.
1 unchanged sentence
The following is a summary of the disposition activity recorded as a result of our system optimization initiative:
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 29,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 28,
+Added: 2025 September 29,
+Added: 2024 September 28,
+Added: 2025 September 29,
Number of restaurants sold to franchisees 3 1 5 1
2 unchanged sentences
Other ( 125 ) 6 ( 150 ) 6
−Removed: Loss on sales of restaurants, net — — ( 139 ) —
+Added: Gain (loss) on sales of restaurants, net — 115 ( 139 ) 115
Post-closing adjustments on sales of restaurants (b) ( 6 ) 440 ( 16 ) 694
3 unchanged sentences
_______________
−Removed: (a) Net assets sold consisted primarily of equipment.
−Removed: (b) The three and six months ended June 30, 2024 represent the recognition of deferred gains as a result of the resolution of certain contingencies related to the extension of lease terms for restaurants previously sold to franchisees.
+Added: (a) Net assets sold consisted primarily of land and equipment.
+Added: (b) The three and nine months ended September 29, 2024 represent the recognition of deferred gains as a result of the resolution of certain contingencies related to the extension of lease terms for restaurants previously sold to franchisees.
THE WENDY’S COMPANY AND SUBSIDIARIES
1 unchanged sentence
(In Thousands Except Per Share Amounts)
−Removed: (c) During the three and six months ended June 29, 2025, the Company received net cash proceeds of $ 1,300 , primarily from the sale of surplus and other properties.
−Removed: During the three and six months ended June 30, 2024, the Company received net cash proceeds of $ 575 and $ 601 , respectively, primarily from the sale of surplus and other properties.
+Added: (c) During the three and nine months ended September 28, 2025, the Company received net cash proceeds of $ 5 and $ 1,305 , respectively, primarily from the sale of surplus and other properties.
+Added: During the three and nine months ended September 29, 2024, the Company received net cash proceeds of $ 1,787 and $ 2,388 , respectively, primarily from the sale of surplus and other properties.
Assets Held for Sale
−Removed: As of June 29, 2025 and December 29, 2024, the Company had assets held for sale of $ 5,144 and $ 2,833 , respectively, primarily consisting of surplus properties.
+Added: As of September 28, 2025 and December 29, 2024, the Company had assets held for sale of $ 4,831 and $ 2,833 , respectively, primarily consisting of surplus properties.
Assets held for sale are included in “Prepaid expenses and other current assets.”
+Added: (11) Acquisition
+Added: During the nine months ended September 28, 2025, the Company acquired 35 restaurants from a franchisee.
+Added: The Company did not incur any material acquisition-related costs associated with the acquisition and the transaction was not significant to our condensed consolidated financial statements.
+Added: The table below presents the allocation of the total purchase price to the preliminary fair value of assets acquired and liabilities assumed for restaurants acquired from a franchisee:
+Added: Nine Months Ended
+Added: September 28, 2025 (a)
+Added: Restaurants acquired from a franchisee 35
+Added: Total consideration paid, net of cash received $ 16,854
+Added: Identifiable assets acquired and liabilities assumed:
+Added: Properties 6,239
+Added: Acquired franchise rights 8,152
+Added: Finance lease assets 43,109
+Added: Operating lease assets 7,826
+Added: Finance lease liabilities ( 43,717 )
+Added: Operating lease liabilities ( 7,370 )
+Added: Total identifiable net assets 14,387
+Added: Goodwill $ 2,467
+Added: _______________
+Added: (a) The fair value of the assets acquired are provisional amounts as of September 28, 2025, pending final purchase accounting adjustments.
+Added: The Company utilized management estimates and consultation with an independent third-party valuation firm to assist in the valuation process.
+Added: THE WENDY’S COMPANY AND SUBSIDIARIES
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (In Thousands Except Per Share Amounts)
(12) Reorganization and Realignment Costs
The following is a summary of the initiatives included in “Reorganization and realignment costs:”
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 29,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 28,
+Added: 2025 September 29,
+Added: 2024 September 28,
+Added: 2025 September 29,
Organizational Redesign Plan $ 24 $ 296 $ ( 820 ) $ 8,327
5 unchanged sentences
The Company expects to incur total costs of approximately $ 17,000 related to the Organizational Redesign Plan, including costs related to the 2024 succession of the President and Chief Executive Officer role.
−Removed: During the six months ended June 29, 2025, the Company recognized costs totaling $( 844 ), which primarily included a reversal of a severance accrual.
−Removed: During the six months ended June 30, 2024, the Company recognized costs totaling $ 8,031 , which primarily included severance and related employee costs.
+Added: During the nine months ended September 28, 2025, the Company recognized costs totaling $( 820 ), which primarily included a reversal of a severance accrual.
+Added: During the nine months ended September 29, 2024, the Company recognized costs totaling $ 8,327 , which primarily included severance and related employee costs.
The Company expects to incur additional costs aggregating approximately $ 400 , comprised primarily of share-based compensation.
1 unchanged sentence
The following is a summary of the costs recorded as a result of the Organizational Redesign Plan:
−Removed: Three Months Ended Six Months Ended Total Incurred Since Inception
−Removed: 2025 June 30,
−Removed: 2024 June 29,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended Total Incurred Since Inception
+Added: September 28,
+Added: 2025 September 29,
+Added: 2024 September 28,
+Added: 2025 September 29,
Severance and related employee costs (a) $ ( 20 ) $ 12 $ ( 1,114 ) $ 7,322 $ 12,382
5 unchanged sentences
_______________
−Removed: (a) The six months ended June 29, 2025 includes a reversal of an accrual as a result of a change in estimate.
+Added: (a) The three and nine months ended September 28, 2025 includes a reversal of an accrual as a result of a change in estimate.
(b) Total incurred since inception primarily represents the accelerated recognition of share-based compensation resulting from the termination of employees under the Organizational Redesign Plan.
2 unchanged sentences
(In Thousands Except Per Share Amounts)
−Removed: As of June 29, 2025, the accruals for the Organizational Redesign Plan are included in “Accrued expenses and other current liabilities.” The tables below present a rollforward of our accruals for the Organizational Redesign Plan.
+Added: As of September 28, 2025, the accruals for the Organizational Redesign Plan are included in “Accrued expenses and other current liabilities.” The tables below present a rollforward of our accruals for the Organizational Redesign Plan.
Charges Payments Balance
+Added: September 28,
Severance and related employee costs $ 4,257 $ ( 1,114 ) $ ( 2,419 ) $ 724
3 unchanged sentences
2023 Charges Payments Balance
+Added: September 29, 2024
Severance and related employee costs $ 1,692 $ 7,322 $ ( 3,589 ) $ 5,425
3 unchanged sentences
Other Reorganization and Realignment Plans
−Removed: Costs incurred under the Company’s other reorganization and realignment plans were not material during the six months ended June 29, 2025 and June 30, 2024.
+Added: Costs incurred under the Company’s other reorganization and realignment plans were not material during the nine months ended September 28, 2025 and September 29, 2024.
The Company does not expect to incur any material additional costs under these plans.
2 unchanged sentences
The following is a summary of impairment losses recorded, which represent the excess of the carrying amount over the fair value of the affected assets and are included in “Impairment of long-lived assets:”
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 29,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 28,
+Added: 2025 September 29,
+Added: 2024 September 28,
+Added: 2025 September 29,
Company-operated restaurants $ 1,704 $ — $ 4,577 $ 2,418
+Added: Restaurants leased or subleased to franchisees 240 — 240 —
Surplus properties 313 178 547 455
$ 2,257 $ 178 $ 5,364 $ 2,873
+Added: THE WENDY’S COMPANY AND SUBSIDIARIES
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (In Thousands Except Per Share Amounts)
(14) Supplemental Cash Flow Information
The following table includes supplemental non-cash investing and financing activities:
−Removed: Six Months Ended
−Removed: 2025 June 30,
+Added: Nine Months Ended
+Added: September 28,
+Added: 2025 September 29,
Supplemental non-cash investing and financing activities:
1 unchanged sentence
Finance leases 86,258 21,531
−Removed: THE WENDY’S COMPANY AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (In Thousands Except Per Share Amounts)
The following table includes a reconciliation of cash, cash equivalents and restricted cash:
+Added: September 28,
2025 December 29,
8 unchanged sentences
Lease Guarantees
−Removed: Wendy’s has guaranteed the performance of certain leases and other obligations, primarily from former Company-operated restaurant locations now operated by franchisees, amounting to $ 96,817 as of June 29, 2025.
+Added: Wendy’s has guaranteed the performance of certain leases and other obligations, primarily from former Company-operated restaurant locations now operated by franchisees, amounting to $ 95,072 as of September 28, 2025.
These leases extend through 2045.
−Removed: We have had no judgments against us as guarantor of these leases as of June 29, 2025.
+Added: We have had no judgments against us as guarantor of these leases as of September 28, 2025.
In the event of default by a franchise owner where Wendy’s is called upon to perform under its guarantee, Wendy’s has the ability to pursue repayment from the franchise owner.
−Removed: The liability recorded for our probable exposure associated with these lease guarantees was not material as of June 29, 2025.
+Added: The liability recorded for our probable exposure associated with these lease guarantees was not material as of September 28, 2025.
Letters of Credit
−Removed: As of June 29, 2025, the Company had outstanding letters of credit with various parties totaling $ 28,995 .
+Added: As of September 28, 2025, the Company had outstanding letters of credit with various parties totaling $ 28,991 .
Substantially all of the outstanding letters of credit include amounts outstanding against the 2021-1 Variable Funding Senior Secured Notes, Class A-1.
We do not expect any material loss to result from these letters of credit.
+Added: THE WENDY’S COMPANY AND SUBSIDIARIES
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (In Thousands Except Per Share Amounts)
(16) Transactions with Related Parties
2 unchanged sentences
A wholly-owned subsidiary of Wendy’s leases restaurant facilities from TimWen, which are then subleased to franchisees for the operation of Wendy’s/Tim Hortons combo units in Canada.
−Removed: Wendy’s paid TimWen $ 10,344 and $ 10,522 under these lease agreements during the six months ended June 29, 2025 and June 30, 2024, respectively, which has been recorded to “Franchise rental expense.” In addition, TimWen paid Wendy’s a management fee under the TimWen joint venture agreement of $ 115 and $ 120 during the six months ended June 29, 2025 and June 30, 2024, respectively, which is included as a reduction to “General and administrative.”
+Added: Wendy’s paid TimWen $ 15,960 and $ 16,065 under these lease agreements during the nine months ended September 28, 2025 and September 29, 2024, respectively, which has been recorded to “Franchise rental expense.” In addition, TimWen paid Wendy’s a management fee under the TimWen joint venture agreement of $ 174 and $ 179 during the nine months ended September 28, 2025 and September 29, 2024, respectively, which is included as a reduction to “General and administrative.”
Transactions with QSCC
3 unchanged sentences
QSCC’s supply chain management facilitates 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.
−Removed: THE WENDY’S COMPANY AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (In Thousands Except Per Share Amounts)
Wendy’s and its franchisees pay sourcing fees to third-party vendors on certain products sourced by QSCC.
2 unchanged sentences
Should QSCC’s sourcing fees exceed its expected needs, QSCC’s board of directors may return some or all of the excess to its members in the form of a patronage dividend.
−Removed: Wendy’s recorded its share of patronage dividends of $ 3,379 during the six months ended June 30, 2024, of which $ 2,909 is included in “Other operating income, net” and $ 470 is included as a reduction of “Cost of sales.” There were no patronage dividends recorded during the six months ended June 29, 2025.
+Added: Wendy’s recorded its share of patronage dividends of $ 118 during the nine months ended September 28, 2025, all of which is included as a reduction of “Cost of sales.” Wendy’s recorded its share of patronage dividends of $ 3,493 during the nine months ended September 29, 2024, of which $ 2,909 is included in “Other operating income, net” and $ 584 is included as a reduction of “Cost of sales.”
Transactions with Yellow Cab
2 unchanged sentences
Peter May, our Senior Vice Chairman, and Mr.
−Removed: Matthew Peltz, our former Vice Chairman, hold minority ownership interests in Yellow Cab Holdings, LLC (“Yellow Cab”), a Wendy’s franchisee that, as of June 29, 2025 owned and operated 89 Wendy’s restaurants, and/or certain of the operating companies managed by Yellow Cab.
+Added: Matthew Peltz, our former Vice Chairman, hold minority ownership interests in Yellow Cab Holdings, LLC (“Yellow Cab”), a Wendy’s franchisee that, as of September 28, 2025 owned and operated 89 Wendy’s restaurants, and/or certain of the operating companies managed by Yellow Cab.
In addition, Mr.
Bradley Peltz, a director of the Company, is a Managing Director of, and holds a minority ownership interest in, Yellow Cab.
−Removed: During the six months ended June 29, 2025 and June 30, 2024, the Company recognized $ 7,588 and $ 7,543 , respectively, in royalty, advertising fund, lease and other income from Yellow Cab and related entities.
+Added: During the nine months ended September 28, 2025 and September 29, 2024, the Company recognized $ 11,491 and $ 11,397 , respectively, in royalty, advertising fund, lease and other income from Yellow Cab and related entities.
In all transactions involving Yellow Cab, the Company’s standard franchisee recruiting and approval processes were followed, no modifications were made to the Company’s standard franchise agreements or related documents, and all deal terms and transaction documents were negotiated and executed on an arm’s-length basis, consistent with the Company’s comparable franchise transactions and relationships.
−Removed: As of June 29, 2025 and December 29, 2024, $ 1,153 and $ 1,132 , respectively, was due from Yellow Cab for such income, which is included in “Accounts and notes receivable, net” and “Advertising funds restricted assets.”
+Added: As of September 28, 2025 and December 29, 2024, $ 1,050 and $ 1,132 , respectively, was due from Yellow Cab for such income, which is included in “Accounts and notes receivable, net” and “Advertising funds restricted assets.”
+Added: THE WENDY’S COMPANY AND SUBSIDIARIES
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (In Thousands Except Per Share Amounts)
Transactions with AMC
Kristin Dolan, a director of the Company, serves as the Chief Executive Officer of AMC Networks Inc.
−Removed: During the six months ended June 29, 2025 and June 30, 2024, the Company purchased approximately $ 600 and $ 1,100 , respectively, of advertising time from a subsidiary of AMC.
+Added: During the nine months ended September 28, 2025 and September 29, 2024, the Company purchased approximately $ 800 and $ 1,600 , respectively, of advertising time from a subsidiary of AMC.
The Company’s advertising spend with AMC was made in the ordinary course of business and approved on an arm’s-length basis, consistent with the Company’s comparable advertising decisions.
−Removed: As of June 29, 2025 and December 29, 2024, approximately $ 27 and $ 17 , respectively, was due to AMC for such advertising time, which is included in “Advertising funds restricted liabilities.”
+Added: As of September 28, 2025 and December 29, 2024, approximately $ 15 and $ 17 , respectively, was due to AMC for such advertising time, which is included in “Advertising funds restricted liabilities.”
(17) Legal and Environmental Matters
5 unchanged sentences
Predicting the outcomes of settlement discussions or judicial or arbitral decisions is thus inherently difficult and future developments could cause these actions or claims, individually or in aggregate, to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows of a particular reporting period.
−Removed: THE WENDY’S COMPANY AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (In Thousands Except Per Share Amounts)
(18) Segment Information
revenue, significant segment expenses and segment adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) are as follows:
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 29,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 28,
+Added: 2025 September 29,
+Added: 2024 September 28,
+Added: 2025 September 29,
revenue $ 451,417 $ 468,725 $ 1,342,173 $ 1,384,163
6 unchanged sentences
_______________
−Removed: (a) Includes advertising fund expense of $ 5,084 and $ 7,409 for the three and six months ended June 30, 2024, respectively, related to the Company’s funding of incremental advertising.
−Removed: There was no funding of incremental advertising during the three and six months ended June 29, 2025.
−Removed: (b) Other segment items for the three and six months ended June 29, 2025 and June 30, 2024 primarily include professional fees.
+Added: (a) Includes advertising fund expense of $ 5,977 and $ 13,386 for the three and nine months ended September 29, 2024, respectively, related to the Company’s funding of incremental advertising.
+Added: There was no funding of incremental advertising during the three and nine months ended September 28, 2025.
+Added: (b) Other segment items for the three and nine months ended September 28, 2025 and September 29, 2024 primarily include professional fees.
+Added: THE WENDY’S COMPANY AND SUBSIDIARIES
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (In Thousands Except Per Share Amounts)
Wendy’s International revenue, significant segment expenses and segment adjusted EBITDA are as follows:
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 29,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 28,
+Added: 2025 September 29,
+Added: 2024 September 28,
+Added: 2025 September 29,
Wendy’s International revenue $ 39,912 $ 37,598 $ 113,483 $ 106,774
6 unchanged sentences
_______________
−Removed: (a) Includes advertising fund expense of $ 183 and $ 342 for the three and six months ended June 29, 2025, respectively, and $ 603 and $ 765 for the three and six months ended June 30, 2024, respectively, related to the Company’s funding of incremental advertising.
−Removed: In addition, includes other international-related advertising surplus (deficit) of $ 34 and $( 1,119 ) for the three and six months ended June 29, 2025, respectively, and $( 320 ) and $( 470 ) for the three and six months ended June 30, 2024, respectively.
−Removed: (b) Other segment items for the three and six months ended June 29, 2025 and June 30, 2024 primarily include franchise support and other costs.
−Removed: THE WENDY’S COMPANY AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (In Thousands Except Per Share Amounts)
+Added: (a) Includes advertising fund expense of $ 191 and $ 533 for the three and nine months ended September 28, 2025, respectively, and $ 622 and $ 1,387 for the three and nine months ended September 29, 2024, respectively, related to the Company’s funding of incremental advertising.
+Added: In addition, includes other international-related advertising deficit of $ 650 and $ 1,769 for the three and nine months ended September 28, 2025, respectively, and $ 170 and $ 640 for the three and nine months ended September 29, 2024, respectively.
+Added: (b) Other segment items for the three and nine months ended September 28, 2025 and September 29, 2024 primarily include franchise support and other costs.
Global Real Estate & Development revenue, significant segment expenses and segment adjusted EBITDA are as follows:
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 29,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 28,
+Added: 2025 September 29,
+Added: 2024 September 28,
+Added: 2025 September 29,
Global Real Estate & Development revenue $ 58,187 $ 60,416 $ 178,261 $ 181,282
5 unchanged sentences
_______________
−Removed: (a) Other segment items primarily include equity in earnings from our TimWen joint venture and franchise support and other costs.
−Removed: Equity in earnings from our TimWen joint venture was $ 3,060 and $ 5,312 for the three and six months ended June 29, 2025, respectively, and $ 3,027 and $ 5,549 for the three and six months ended June 30, 2024, respectively.
+Added: (a) Other segment items primarily include equity in earnings from our TimWen joint venture, gains on sales-type leases and franchise support and other costs.
+Added: Equity in earnings from our TimWen joint venture was $ 3,081 and $ 8,393 for the three and nine months ended September 28, 2025, respectively, and $ 3,074 and $ 8,623 for the three and nine months ended September 29, 2024, respectively.
+Added: THE WENDY’S COMPANY AND SUBSIDIARIES
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (In Thousands Except Per Share Amounts)
The following table reconciles profit by segment to the Company’s consolidated income before income taxes:
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 29,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 28,
+Added: 2025 September 29,
+Added: 2024 September 28,
+Added: 2025 September 29,
$ 123,286 $ 129,790 $ 381,422 $ 392,323
12 unchanged sentences
Interest expense, net ( 31,543 ) ( 31,270 ) ( 93,965 ) ( 92,800 )
−Removed: Investment income (loss), net — 11 ( 1,718 ) 11
+Added: Investment (loss) income, net — — ( 1,718 ) 11
Other income, net 2,730 6,246 10,301 19,382
2 unchanged sentences
(a) Includes corporate overhead costs, such as employee compensation and related benefits.
−Removed: THE WENDY’S COMPANY AND SUBSIDIARIES
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (In Thousands Except Per Share Amounts)
(19) New Accounting Standards
−Removed: Disaggregation of Income Statement Expenses
−Removed: In November 2024, the Financial Accounting Standards Board (“FASB”) issued an amendment to expand disclosure requirements related to certain income statement expenses.
−Removed: The amendment requires disaggregation of certain expense captions into specified categories in disclosures within the notes to the financial statements.
+Added: Accounting for and Disclosure of Software Costs
+Added: In September 2025, the Financial Accounting Standards Board (“FASB”) issued an amendment to modernize the accounting for costs related to internal-use software, improving the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.
+Added: The amendment is effective commencing with our 2028 fiscal year.
We are currently evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements.
−Removed: In January 2025, the FASB issued an update that clarified that the amendment is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.
Measurement of Credit Losses for Accounts Receivable and Contract Assets
2 unchanged sentences
We are currently evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements.
+Added: Disaggregation of Income Statement Expenses
+Added: In November 2024, the FASB issued an amendment to expand disclosure requirements related to certain income statement expenses.
+Added: The amendment requires disaggregation of certain expense captions into specified categories in disclosures within the notes to the financial statements.
+Added: We are currently evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements.
+Added: THE WENDY’S COMPANY AND SUBSIDIARIES
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (In Thousands Except Per Share Amounts)
+Added: In January 2025, the FASB issued an update that clarified that the amendment is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.
+Added: Income Tax Disclosures
+Added: In December 2023, the FASB issued an amendment to enhance its income tax disclosure requirements.
+Added: The amendment requires annual disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold.
+Added: The amendment also requires annual disclosure of income taxes paid disaggregated by federal, state and foreign taxes and by individual jurisdictions in which income taxes paid is equal to or greater than 5% of total income taxes paid.
+Added: The amendment is effective commencing with our 2025 fiscal year.
+Added: The Company does not expect the guidance to have a material impact on our condensed consolidated financial statements.
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.