Wendy's Co 10-Q

Item 1. Financial Statements. THE WENDY’S COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands Except Par Value) September 28, 2025 December 29, 2024 ASSETS (Unaudited) Current assets: Cash and cash equivalents $ 291,408 $ 450,512 Restricted cash 34,346 34,481 Accounts and notes receivable, net 128,460 99,926 Inventories 6,935 6,529 Prepaid expenses and other current assets 55,114 45,563 Advertising funds restricted assets 124,593 99,129 Total current assets 640,856 736,140 Properties 923,513 907,787 Finance lease assets 302,331 244,954 Operating lease assets 660,709 679,777 Goodwill 774,784 771,468 Other intangible assets 1,177,436 1,192,264 Investments 25,851 29,006 Net investment in sales-type and direct financing leases 283,929 288,048 Other assets 186,766 185,399 Total assets $ 4,976,175 $ 5,034,843 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of long-term debt $ 425,336 $ 78,163 Current portion of finance lease liabilities 25,921 22,509 Current portion of operating lease liabilities 51,223 50,068 Accounts payable 27,195 28,455 Accrued expenses and other current liabilities 138,381 118,224 Advertising funds restricted liabilities 125,670 100,212 Total current liabilities 793,726 397,631 Long-term debt 2,298,622 2,662,130 Long-term finance lease liabilities 637,459 575,363 Long-term operating lease liabilities 679,684 704,333 Deferred income taxes 291,336 263,420 Deferred franchise fees 87,964 88,387 Other liabilities 78,191 84,227 Total liabilities 4,866,982 4,775,491 Commitments and contingencies Stockholders’ equity: Common stock, $ 0.10 par value; 1,500,000 shares authorized; 470,424 shares issued; 190,311 and 203,834 shares outstanding, respectively 47,042 47,042 Additional paid-in capital 2,981,420 2,982,102 Retained earnings 435,290 399,700 Common stock held in treasury, at cost; 280,113 and 266,590 shares, respectively ( 3,287,119 ) ( 3,094,739 ) Accumulated other comprehensive loss ( 67,440 ) ( 74,753 ) Total stockholders’ equity 109,193 259,352 Total liabilities and stockholders’ equity $ 4,976,175 $ 5,034,843 See accompanying notes to condensed consolidated financial statements. 4 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands Except Per Share Amounts) Three Months Ended Nine Months Ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 (Unaudited) Revenues: Sales $ 233,154 $ 230,403 $ 685,517 $ 693,081 Franchise royalty revenue and fees 152,010 153,868 453,458 458,038 Franchise rental income 57,339 59,314 176,204 177,938 Advertising funds revenue 107,013 123,154 318,738 343,162 549,516 566,739 1,633,917 1,672,219 Costs and expenses: Cost of sales 204,259 195,638 588,949 587,637 Franchise support and other costs 17,519 16,047 51,184 47,011 Franchise rental expense 30,941 32,237 94,272 96,405 Advertising funds expense 107,681 129,732 320,583 357,923 General and administrative 57,909 62,794 185,598 188,047 Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below) 38,393 36,996 111,932 110,006 Amortization of cloud computing arrangements 5,226 3,576 13,449 10,637 System optimization gains, net ( 29 ) ( 420 ) ( 326 ) ( 573 ) Reorganization and realignment costs 316 354 ( 202 ) 8,479 Impairment of long-lived assets 2,257 178 5,364 2,873 Other operating income, net ( 7,005 ) ( 5,068 ) ( 16,321 ) ( 11,564 ) 457,467 472,064 1,354,482 1,396,881 Operating profit 92,049 94,675 279,435 275,338 Interest expense, net ( 31,543 ) ( 31,270 ) ( 93,965 ) ( 92,800 ) Investment (loss) income, net — — ( 1,718 ) 11 Other income, net 2,730 6,246 10,301 19,382 Income before income taxes 63,236 69,651 194,053 201,931 Provision for income taxes ( 18,984 ) ( 19,427 ) ( 55,459 ) ( 55,071 ) Net income $ 44,252 $ 50,224 $ 138,594 $ 146,860 Net income per share: Basic $ .23 $ .25 $ .71 $ .72 Diluted $ .23 $ .25 $ .71 $ .71 See accompanying notes to condensed consolidated financial statements. 5 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands) Three Months Ended Nine Months Ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 (Unaudited) Net income $ 44,252 $ 50,224 $ 138,594 $ 146,860 Other comprehensive (loss) income: Foreign currency translation adjustment ( 4,904 ) 4,382 7,313 ( 2,215 ) Other comprehensive (loss) income ( 4,904 ) 4,382 7,313 ( 2,215 ) Comprehensive income $ 39,348 $ 54,606 $ 145,907 $ 144,645 See accompanying notes to condensed consolidated financial statements. 6 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In Thousands) Common Stock Additional Paid-In Capital Retained Earnings Common Stock Held in Treasury Accumulated Other Comprehensive Loss Total (Unaudited) Balance at December 29, 2024 $ 47,042 $ 2,982,102 $ 399,700 $ ( 3,094,739 ) $ ( 74,753 ) $ 259,352 Net income — — 39,232 — — 39,232 Other comprehensive income — — — — 1,912 1,912 Cash dividends — — ( 49,432 ) — — ( 49,432 ) Repurchases of common stock — — — ( 125,399 ) — ( 125,399 ) Share-based compensation — 5,572 — — — 5,572 Common stock issued upon exercises of stock options — ( 130 ) — 326 — 196 Common stock issued upon vesting of restricted shares — ( 2,702 ) — 1,453 — ( 1,249 ) Other — 23 ( 19 ) 51 — 55 Balance at March 30, 2025 $ 47,042 $ 2,984,865 $ 389,481 $ ( 3,218,308 ) $ ( 72,841 ) $ 130,239 Net income — — 55,110 — — 55,110 Other comprehensive income — — — — 10,305 10,305 Cash dividends — — ( 26,811 ) — — ( 26,811 ) Repurchases of common stock — — — ( 62,558 ) — ( 62,558 ) Share-based compensation — 5,132 — — — 5,132 Common stock issued upon exercises of stock options — ( 245 ) — 1,689 — 1,444 Common stock issued upon vesting of restricted shares — ( 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 Net income — — 44,252 — — 44,252 Other comprehensive loss — — — — ( 4,904 ) ( 4,904 ) Cash dividends — — ( 26,711 ) — — ( 26,711 ) Repurchases of common stock — — — ( 14,174 ) — ( 14,174 ) Share-based compensation — ( 934 ) — — — ( 934 ) Common stock issued upon exercises of stock options — ( 257 ) — 431 — 174 Common stock issued upon vesting of restricted shares — ( 5,652 ) — 4,204 — ( 1,448 ) Other — ( 2 ) ( 16 ) 68 — 50 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. 7 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY—CONTINUED (In Thousands) Common Stock Additional Paid-In Capital Retained Earnings Common Stock Held in Treasury Accumulated Other Comprehensive Loss Total (Unaudited) Balance at December 31, 2023 $ 47,042 $ 2,960,035 $ 409,863 $ ( 3,048,786 ) $ ( 58,375 ) $ 309,779 Net income — — 41,993 — — 41,993 Other comprehensive loss — — — — ( 4,586 ) ( 4,586 ) Cash dividends — — ( 51,374 ) — — ( 51,374 ) Repurchases of common stock — — — ( 7,216 ) — ( 7,216 ) Share-based compensation — 5,853 — — — 5,853 Common stock issued upon exercises of stock options — 179 — 1,036 — 1,215 Common stock issued upon vesting of restricted shares — ( 3,855 ) — 1,778 — ( 2,077 ) Other — 29 ( 17 ) 55 — 67 Balance at March 31, 2024 $ 47,042 $ 2,962,241 $ 400,465 $ ( 3,053,133 ) $ ( 62,961 ) $ 293,654 Net income — — 54,643 — — 54,643 Other comprehensive loss — — — — ( 2,011 ) ( 2,011 ) Cash dividends — — ( 51,252 ) — — ( 51,252 ) Repurchases of common stock — — — ( 27,493 ) — ( 27,493 ) Share-based compensation — 5,824 — — — 5,824 Common stock issued upon exercises of stock options — ( 134 ) — 874 — 740 Common stock issued upon vesting of restricted shares — ( 3,484 ) — 3,058 — ( 426 ) Other — 32 ( 20 ) 62 — 74 Balance at June 30, 2024 $ 47,042 $ 2,964,479 $ 403,836 $ ( 3,076,632 ) $ ( 64,972 ) $ 273,753 Net income — — 50,224 — — 50,224 Other comprehensive income — — — — 4,382 4,382 Cash dividends — — ( 50,785 ) — — ( 50,785 ) Repurchases of common stock — — — ( 25,418 ) — ( 25,418 ) Share-based compensation — 6,814 — — — 6,814 Common stock issued upon exercises of stock options — 258 — 2,133 — 2,391 Common stock issued upon vesting of restricted shares — ( 3,654 ) — 2,069 — ( 1,585 ) Other — 30 ( 16 ) 63 — 77 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. 8 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) Nine Months Ended September 28, 2025 September 29, 2024 (Unaudited) Cash flows from operating activities: Net income $ 138,594 $ 146,860 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below) 111,932 110,006 Amortization of cloud computing arrangements 13,449 10,637 Share-based compensation 9,770 18,491 Impairment of long-lived assets 5,364 2,873 Deferred income tax 26,808 ( 465 ) Non-cash rental expense, net 34,670 31,973 Change in operating lease liabilities ( 36,882 ) ( 36,461 ) Net receipt of deferred vendor incentives 6,568 1,449 System optimization gains, net ( 326 ) ( 573 ) Distributions received from joint ventures, net of equity in earnings 2,363 2,055 Long-term debt-related activities, net 5,602 5,609 Cloud computing arrangements expenditures ( 16,433 ) ( 10,583 ) Changes in operating assets and liabilities and other, net ( 26,216 ) 4,810 Net cash provided by operating activities 275,263 286,681 Cash flows from investing activities: Capital expenditures ( 64,043 ) ( 52,361 ) Franchise development fund ( 23,096 ) ( 21,040 ) Acquisitions ( 16,854 ) — Dispositions 1,485 3,222 Notes receivable, net 1,949 1,383 Net cash used in investing activities ( 100,559 ) ( 68,796 ) Cash flows from financing activities: Proceeds from long-term debt 23,500 — Repayments of long-term debt ( 30,437 ) ( 21,937 ) Repayments of finance lease liabilities ( 18,064 ) ( 15,421 ) Repurchases of common stock ( 200,766 ) ( 60,056 ) Dividends ( 102,954 ) ( 153,411 ) Proceeds from stock option exercises 1,916 4,651 Payments related to tax withholding for share-based compensation ( 2,827 ) ( 4,395 ) Net cash used in financing activities ( 329,632 ) ( 250,569 ) Net cash used in operations before effect of exchange rate changes on cash ( 154,928 ) ( 32,684 ) Effect of exchange rate changes on cash 3,335 ( 1,603 ) Net decrease in cash, cash equivalents and restricted cash ( 151,593 ) ( 34,287 ) Cash, cash equivalents and restricted cash at beginning of period 503,608 588,816 Cash, cash equivalents and restricted cash at end of period $ 352,015 $ 554,529 See accompanying notes to condensed consolidated financial statements. 9 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands Except Per Share Amounts) (1) Basis of Presentation 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. 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. 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”). The principal 100% owned subsidiary of the Company is Wendy’s International, LLC and its subsidiaries (“Wendy’s”). The Company manages and internally reports its business in the following segments: (1) Wendy’s U.S., (2) Wendy’s International and (3) Global Real Estate & Development. See Note 18 for further information. We report on a fiscal year consisting of 52 or 53 weeks ending on the Sunday closest to or on December 31. 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. Our significant interim accounting policies include the recognition of advertising funds expense in proportion to advertising funds revenue. (2) Revenue Disaggregation of Revenue The following tables disaggregate revenue by segment and source: Wendy’s U.S. Wendy’s International Global Real Estate & Development Total Three Months Ended September 28, 2025 Sales at Company-operated restaurants $ 225,264 $ 7,890 $ — $ 233,154 Franchise royalty revenue 108,201 19,611 — 127,812 Franchise fees 20,879 2,471 848 24,198 Franchise rental income — — 57,339 57,339 Advertising funds revenue 97,073 9,940 — 107,013 Total revenues $ 451,417 $ 39,912 $ 58,187 $ 549,516 Three Months Ended September 29, 2024 Sales at Company-operated restaurants $ 222,745 $ 7,658 $ — $ 230,403 Franchise royalty revenue 114,379 18,222 — 132,601 Franchise fees 17,859 2,306 1,102 21,267 Franchise rental income — — 59,314 59,314 Advertising funds revenue 113,742 9,412 — 123,154 Total revenues $ 468,725 $ 37,598 $ 60,416 $ 566,739 10 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands Except Per Share Amounts) Wendy’s U.S. Wendy’s International Global Real Estate & Development Total Nine Months Ended September 28, 2025 Sales at Company-operated restaurants $ 663,981 $ 21,536 $ — $ 685,517 Franchise royalty revenue 325,449 56,271 — 381,720 Franchise fees 62,555 7,126 2,057 71,738 Franchise rental income — — 176,204 176,204 Advertising funds revenue 290,188 28,550 — 318,738 Total revenues $ 1,342,173 $ 113,483 $ 178,261 $ 1,633,917 Nine Months Ended September 29, 2024 Sales at Company-operated restaurants $ 673,364 $ 19,717 $ — $ 693,081 Franchise royalty revenue 341,229 53,370 — 394,599 Franchise fees 53,511 6,584 3,344 63,439 Franchise rental income — — 177,938 177,938 Advertising funds revenue 316,059 27,103 — 343,162 Total revenues $ 1,384,163 $ 106,774 $ 181,282 $ 1,672,219 Contract Balances The following table provides information about receivables and contract liabilities (deferred franchise fees) from contracts with customers: September 28, 2025 (a) December 29, 2024 (a) Receivables, which are included in “Accounts and notes receivable, net” (b) $ 61,654 $ 55,601 Receivables, which are included in “Advertising funds restricted assets” 67,936 73,223 Deferred franchise fees (c) 99,517 99,411 _______________ (a) Excludes funds collected from the sale of gift cards, which are primarily reimbursed to franchisees upon redemption at franchised restaurants and do not ultimately result in the recognition of revenue in the Company’s condensed consolidated statements of operations. (b) Includes receivables related to “Sales” and “Franchise royalty revenue and fees.” (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: Nine Months Ended September 28, 2025 September 29, 2024 Deferred franchise fees at beginning of period $ 99,411 $ 100,805 Revenue recognized during the period ( 6,865 ) ( 8,873 ) New deferrals due to cash received and other 6,971 8,822 Deferred franchise fees at end of period $ 99,517 $ 100,754 11 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands Except Per Share Amounts) Anticipated Future Recognition of Deferred Franchise Fees The following table reflects the estimated franchise fees to be recognized in the future related to performance obligations that are unsatisfied at the end of the period: Estimate for fiscal year: 2025 (a) $ 6,373 2026 6,893 2027 6,742 2028 6,607 2029 6,508 Thereafter 66,394 $ 99,517 _______________ (a) Represents franchise fees expected to be recognized for the remainder of 2025, which includes development-related franchise fees expected to be recognized over a duration of one year or less. (3) Leases Nature of Leases The Company operates restaurants that are located on sites owned by us and sites leased by us from third parties. In addition, the Company owns sites and leases sites from third parties, which it leases and/or subleases to franchisees. The Company also leases restaurant, office and transportation equipment. As of September 28, 2025, the nature of restaurants operated by the Company and its franchisees was as follows: September 28, 2025 Company-operated restaurants: Owned land and building 155 Owned building and held long-term land leases 141 Leased land and building 139 Total Company-operated restaurants 435 Franchisee-operated restaurants: Company-owned properties leased to franchisees 490 Company-leased properties subleased to franchisees 1,149 Other franchisee-operated restaurants 5,289 Total franchisee-operated restaurants 6,928 Total Company-operated and franchisee-operated restaurants 7,363 12 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands Except Per Share Amounts) Company as Lessee The components of lease cost are as follows: Three Months Ended Nine Months Ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Finance lease cost: Amortization of finance lease assets $ 5,070 $ 4,779 $ 15,100 $ 13,448 Interest on finance lease liabilities 11,142 10,921 32,884 32,278 16,212 15,700 47,984 45,726 Operating lease cost 19,704 21,496 61,543 64,721 Variable lease cost (a) 17,190 17,087 50,672 50,940 Short-term lease cost 1,284 1,478 3,854 4,098 Total operating lease cost (b) 38,178 40,061 116,069 119,759 Total lease cost $ 54,390 $ 55,761 $ 164,053 $ 165,485 _______________ (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. (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. 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: Three Months Ended Nine Months Ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Sales-type and direct-financing leases: Selling profit $ 95 $ 67 $ 118 $ 139 Interest income (a) 6,845 7,110 20,703 22,007 Operating lease income 39,511 41,882 124,399 126,329 Variable lease income 17,828 17,432 51,805 51,609 Franchise rental income (b) $ 57,339 $ 59,314 $ 176,204 $ 177,938 _______________ (a) Included in “Interest expense, net.” (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. 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. 13 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands Except Per Share Amounts) (4) Investments The following is a summary of the carrying value of our investments: September 28, 2025 December 29, 2024 Equity method investment $ 25,851 $ 27,288 Other investments in equity securities — 1,718 $ 25,851 $ 29,006 Equity Method Investment Wendy’s has a 50 % share in a partnership in a Canadian restaurant real estate joint venture (“TimWen”) with a subsidiary of Restaurant Brands International Inc., a quick-service restaurant company that owns the Tim Hortons ® brand (Tim Hortons is a registered trademark of Tim Hortons USA Inc.). The Company has significant influence over this investee. Such investment is accounted for using the equity method, under which our results of operations include our share of the income of the investee in “Other operating income, net.” Presented below is activity related to our investment in TimWen included in our condensed consolidated financial statements: Nine Months Ended September 28, 2025 September 29, 2024 Balance at beginning of period $ 27,288 $ 32,727 Equity in earnings for the period 10,177 10,493 Amortization of purchase price adjustments (a) ( 1,784 ) ( 1,870 ) 8,393 8,623 Distributions received ( 10,756 ) ( 10,678 ) Foreign currency translation adjustment included in “Other comprehensive (loss) income” 926 ( 632 ) Balance at end of period $ 25,851 $ 30,040 _______________ (a) Purchase price adjustments that impacted the carrying value of the Company’s investment in TimWen are being amortized over the average original aggregate life of 21 years. Other Investments in Equity Securities 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. As a result, the carrying value of the investment was zero as of September 28, 2025. 14 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands Except Per Share Amounts) (5) Long-Term Debt Long-term debt consisted of the following: September 28, 2025 December 29, 2024 Class A-2 Notes: 4.236 % Series 2022-1 Class A-2-I Notes, anticipated repayment date 2029 $ 96,750 $ 97,500 4.535 % Series 2022-1 Class A-2-II Notes, anticipated repayment date 2032 383,134 386,134 2.370 % Series 2021-1 Class A-2-I Notes, anticipated repayment date 2029 415,394 418,769 2.775 % Series 2021-1 Class A-2-II Notes, anticipated repayment date 2031 622,155 627,030 3.783 % Series 2019-1 Class A-2-I Notes, anticipated repayment date 2026 350,673 353,673 4.080 % Series 2019-1 Class A-2-II Notes, anticipated repayment date 2029 395,248 398,623 3.884 % Series 2018-1 Class A-2-II Notes, anticipated repayment date 2028 432,787 436,349 7 % debentures, due in December 2025 49,413 48,913 Unamortized debt issuance costs ( 21,596 ) ( 26,698 ) 2,723,958 2,740,293 Less amounts payable within one year ( 425,336 ) ( 78,163 ) Total long-term debt $ 2,298,622 $ 2,662,130 Other Long-Term Debt Wendy’s U.S. advertising fund has a revolving line of credit of $ 15,000 , which was established to support the Company’s advertising fund operations and bears interest at the Secured Overnight Financing Rate (“SOFR”) plus 2.25 %. Borrowings under the line of credit are guaranteed by Wendy’s. During the three months ended March 30, 2025, the Company borrowed and repaid $ 15,000 and $ 8,500 , respectively, under the revolving line of credit. During the three months ended June 29, 2025, the Company borrowed an additional $ 8,500 under the revolving line of credit. There were no new borrowings or repayments under the revolving line of credit during the three months ended September 28, 2025. 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 Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques under the accounting guidance related to fair value measurements are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. These inputs are classified into the following hierarchy: • Level 1 Inputs - Quoted prices for identical assets or liabilities in active markets. • Level 2 Inputs - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level 3 Inputs - Pricing inputs are unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value require significant management judgment or estimation. 15 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands Except Per Share Amounts) Financial Instruments The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments: September 28, 2025 December 29, 2024 Carrying Amount Fair Value Carrying Amount Fair Value Fair Value Measurements Financial assets Cash equivalents $ 146,711 $ 146,711 $ 319,212 $ 319,212 Level 1 Other investments in equity securities (a) — — 1,718 1,718 Level 2 Financial liabilities Series 2022-1 Class A-2-I Notes (b) 96,750 94,892 97,500 93,744 Level 2 Series 2022-1 Class A-2-II Notes (b) 383,134 372,866 386,134 371,855 Level 2 Series 2021-1 Class A-2-I Notes (b) 415,394 384,572 418,769 376,256 Level 2 Series 2021-1 Class A-2-II Notes (b) 622,155 557,700 627,030 551,981 Level 2 Series 2019-1 Class A-2-I Notes (b) 350,673 346,465 353,673 345,093 Level 2 Series 2019-1 Class A-2-II Notes (b) 395,248 378,608 398,623 387,039 Level 2 Series 2018-1 Class A-2-II Notes (b) 432,787 426,512 436,349 418,027 Level 2 U.S. advertising fund revolving line of credit 15,000 15,000 — — Level 2 7 % debentures, due in 2025 (b) 49,413 50,077 48,913 50,034 Level 2 _______________ (a) The fair value of our other investments in equity securities is based on our review of information provided by the investment manager, which is based on observable price changes in orderly transactions for a similar investment of the same issuer. (b) The fair values were based on quoted market prices in markets that are not considered active markets. The carrying amounts of cash, accounts payable and accrued expenses approximate fair value due to the short-term nature of those items. The carrying amounts of accounts and notes receivable, net (both current and non-current) approximate fair value due to the effect of the related allowance for doubtful accounts. Our cash equivalents are the only financial assets measured and recorded at fair value on a recurring basis. 16 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands Except Per Share Amounts) Non-Recurring Fair Value Measurements Assets and liabilities remeasured to fair value on a non-recurring basis resulted in impairment that we have recorded to “Impairment of long-lived assets” in our condensed consolidated statements of operations. Total impairment losses may reflect the impact of remeasuring long-lived assets held and used (including land, buildings, leasehold improvements, favorable lease assets and right-of-use assets) to fair value as a result of (1) the deterioration in operating performance of certain Company-operated restaurants and (2) the Company’s decision to lease and/or sublease the land and/or buildings to franchisees in connection with the sale or anticipated sale of restaurants, including any subsequent lease modifications. The fair values of long-lived assets held and used presented in the tables below represent the remaining carrying value and were estimated based on either discounted cash flows of future anticipated lease and sublease income or discounted cash flows of future anticipated Company-operated restaurant performance. Total impairment losses may also include the impact of remeasuring long-lived assets held for sale. The fair values of long-lived assets held for sale presented in the tables below represent the remaining carrying value and were estimated based on current market values. See Note 13 for further information on impairment of our long-lived assets. Fair Value Measurements September 28, 2025 Level 1 Level 2 Level 3 Held and used $ 1,052 $ — $ — $ 1,052 Held for sale 1,934 — — 1,934 Total $ 2,986 $ — $ — $ 2,986 Fair Value Measurements December 29, 2024 Level 1 Level 2 Level 3 Held and used $ 2,391 $ — $ — $ 2,391 Held for sale 1,558 — — 1,558 Total $ 3,949 $ — $ — $ 3,949 (7) Income Taxes 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. 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. 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. 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. 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. 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. 17 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands Except Per Share Amounts) (8) Net Income Per Share The calculation of basic and diluted net income per share was as follows: Three Months Ended Nine Months Ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Net income $ 44,252 $ 50,224 $ 138,594 $ 146,860 Common stock: Weighted average basic shares outstanding 190,794 203,264 194,462 204,518 Dilutive effect of stock options and restricted shares 459 990 733 1,285 Weighted average diluted shares outstanding 191,253 204,254 195,195 205,803 Net income per share: Basic $ .23 $ .25 $ .71 $ .72 Diluted $ .23 $ .25 $ .71 $ .71 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. 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 Dividends During the first, second, and third quarters of 2025, the Company paid dividends per share of $ .25 , $ .14 and $ .14 , respectively. 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”). 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 . During the nine months ended September 28, 2025, the Company paid $ 565 in excise tax on shares repurchased during 2024. As of September 28, 2025, the Company had $ 35,000 of availability remaining under the January 2023 Authorization. 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 . 18 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands Except Per Share Amounts) Accumulated Other Comprehensive Loss The following table provides a rollforward of accumulated other comprehensive loss, which is entirely comprised of foreign currency translation: Nine Months Ended September 28, 2025 September 29, 2024 Balance at beginning of period $ ( 74,753 ) $ ( 58,375 ) Foreign currency translation 7,313 ( 2,215 ) Balance at end of period $ ( 67,440 ) $ ( 60,590 ) (10) System Optimization Gains, Net 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”). 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. During the nine months ended September 28, 2025 and September 29, 2024, the Company facilitated one and 14 Franchise Flips, respectively. 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. Costs related to acquisitions and dispositions under our system optimization initiative are recorded to “Reorganization and realignment costs.” All other costs incurred related to facilitating Franchise Flips are recorded to “Franchise support and other costs.” The following is a summary of the disposition activity recorded as a result of our system optimization initiative: Three Months Ended Nine Months Ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Number of restaurants sold to franchisees 3 1 5 1 Proceeds from sales of restaurants $ 125 $ 834 $ 180 $ 834 Net assets sold (a) — ( 725 ) ( 169 ) ( 725 ) Other ( 125 ) 6 ( 150 ) 6 Gain (loss) on sales of restaurants, net — 115 ( 139 ) 115 Post-closing adjustments on sales of restaurants (b) ( 6 ) 440 ( 16 ) 694 (Loss) gain on sales of restaurants, net ( 6 ) 555 ( 155 ) 809 Gain (loss) on sales of other assets, net (c) 35 ( 135 ) 481 ( 236 ) System optimization gains, net $ 29 $ 420 $ 326 $ 573 _______________ (a) Net assets sold consisted primarily of land and equipment. (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. 19 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands Except Per Share Amounts) (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. 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 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.” (11) Acquisition During the nine months ended September 28, 2025, the Company acquired 35 restaurants from a franchisee. 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. 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: Nine Months Ended September 28, 2025 (a) Restaurants acquired from a franchisee 35 Total consideration paid, net of cash received $ 16,854 Identifiable assets acquired and liabilities assumed: Properties 6,239 Acquired franchise rights 8,152 Finance lease assets 43,109 Operating lease assets 7,826 Finance lease liabilities ( 43,717 ) Operating lease liabilities ( 7,370 ) Other 148 Total identifiable net assets 14,387 Goodwill $ 2,467 _______________ (a) The fair value of the assets acquired are provisional amounts as of September 28, 2025, pending final purchase accounting adjustments. The Company utilized management estimates and consultation with an independent third-party valuation firm to assist in the valuation process. 20 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (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:” Three Months Ended Nine Months Ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Organizational Redesign Plan $ 24 $ 296 $ ( 820 ) $ 8,327 Other reorganization and realignment plans 292 58 618 152 Reorganization and realignment costs $ 316 $ 354 $ ( 202 ) $ 8,479 Organizational Redesign In February 2023, the Board of Directors approved a plan to redesign the Company’s organizational structure to better support the execution of the Company’s long-term growth strategy by maximizing organizational efficiency and streamlining decision making (the “Organizational Redesign Plan”). Additionally, in January 2024, the Board of Directors announced the appointment of a new President and Chief Executive Officer and the departure of the Company’s previous President and Chief Executive Officer. 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. During the nine months ended September 28, 2025, the Company recognized costs totaling $( 820 ), which primarily included a reversal of a severance accrual. 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. The Company expects costs related to the Organizational Redesign Plan to continue into 2026. The following is a summary of the costs recorded as a result of the Organizational Redesign Plan: Three Months Ended Nine Months Ended Total Incurred Since Inception September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Severance and related employee costs (a) $ ( 20 ) $ 12 $ ( 1,114 ) $ 7,322 $ 12,382 Recruitment and relocation costs — 75 13 157 736 Third-party and other costs — 57 — 120 1,116 ( 20 ) 144 ( 1,101 ) 7,599 14,234 Share-based compensation (b) 44 152 281 728 2,377 Total organizational redesign $ 24 $ 296 $ ( 820 ) $ 8,327 $ 16,611 _______________ (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. 21 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands Except Per Share Amounts) 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. Balance December 29, 2024 Charges Payments Balance September 28, 2025 Severance and related employee costs $ 4,257 $ ( 1,114 ) $ ( 2,419 ) $ 724 Recruitment and relocation costs — 13 ( 13 ) — Third-party and other costs — — — — $ 4,257 $ ( 1,101 ) $ ( 2,432 ) $ 724 Balance December 31, 2023 Charges Payments Balance September 29, 2024 Severance and related employee costs $ 1,692 $ 7,322 $ ( 3,589 ) $ 5,425 Recruitment and relocation costs — 157 ( 157 ) — Third-party and other costs — 120 ( 120 ) — $ 1,692 $ 7,599 $ ( 3,866 ) $ 5,425 Other Reorganization and Realignment Plans 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. (13) Impairment of Long-Lived Assets The Company records impairment charges as a result of (1) the deterioration in operating performance of certain Company-operated restaurants, (2) the Company’s decision to lease and/or sublease properties to franchisees in connection with the sale or anticipated sale of Company-operated restaurants, including any subsequent lease modifications and (3) classifying surplus properties as held for sale. 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:” Three Months Ended Nine Months Ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Company-operated restaurants $ 1,704 $ — $ 4,577 $ 2,418 Restaurants leased or subleased to franchisees 240 — 240 — Surplus properties 313 178 547 455 $ 2,257 $ 178 $ 5,364 $ 2,873 22 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands Except Per Share Amounts) (14) Supplemental Cash Flow Information The following table includes supplemental non-cash investing and financing activities: Nine Months Ended September 28, 2025 September 29, 2024 Supplemental non-cash investing and financing activities: Capital expenditures included in accounts payable $ 8,432 $ 10,734 Finance leases 86,258 21,531 The following table includes a reconciliation of cash, cash equivalents and restricted cash: September 28, 2025 December 29, 2024 Reconciliation of cash, cash equivalents and restricted cash at end of period: Cash and cash equivalents $ 291,408 $ 450,512 Restricted cash 34,346 34,481 Restricted cash, included in Advertising funds restricted assets 26,261 18,615 Total cash, cash equivalents and restricted cash $ 352,015 $ 503,608 (15) Guarantees and Other Commitments and Contingencies Except as described below, the Company did not have any significant changes in guarantees and other commitments and contingencies during the current fiscal period since those reported in the Form 10-K. Refer to the Form 10-K for further information regarding the Company’s additional commitments and obligations. Lease Guarantees 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. 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. The liability recorded for our probable exposure associated with these lease guarantees was not material as of September 28, 2025. Letters of Credit 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. 23 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands Except Per Share Amounts) (16) Transactions with Related Parties Except as described below, the Company did not have any significant changes in or transactions with its related parties during the current fiscal period since those reported in the Form 10-K. TimWen Lease and Management Fee Payments 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. 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 Wendy’s has a purchasing co-op relationship structure with its franchisees that establishes Quality Supply Chain Co-op, Inc. (“QSCC”). QSCC manages, for the Wendy’s system in the U.S. and Canada, contracts for the purchase and distribution of food, proprietary paper, operating supplies and equipment under national agreements with pricing based upon total system volume. 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. and Canada. Wendy’s and its franchisees pay sourcing fees to third-party vendors on certain products sourced by QSCC. Such sourcing fees are remitted by these vendors to QSCC and are the primary means of funding QSCC’s operations. In addition, QSCC collects certain rebates, price variance and other recoveries, technology fees, convention fees and other funding from third-party vendors as part of the administration and management of the Wendy’s supply chain in the U.S. and Canada. 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. 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 Certain family members and/or affiliates of Mr. Nelson Peltz, our former Chairman and Chairman Emeritus, Mr. Peter May, our Senior Vice Chairman, and Mr. 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. 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. 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.” 24 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands Except Per Share Amounts) Transactions with AMC Ms. Kristin Dolan, a director of the Company, serves as the Chief Executive Officer of AMC Networks Inc. (“AMC”). 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. 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 The Company is involved in litigation and claims incidental to our business. We provide accruals for such litigation and claims when we determine it is probable that a liability has been incurred and the loss is reasonably estimable. The Company believes it has adequate accruals for all of its legal and environmental matters. We cannot estimate the aggregate possible range of loss for our existing litigation and claims due to various reasons, including, but not limited to, many proceedings being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur and significant factual matters unresolved. In addition, most cases seek an indeterminate amount of damages and many involve multiple parties. 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. (18) Segment Information Wendy’s U.S. revenue, significant segment expenses and segment adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) are as follows: Three Months Ended Nine Months Ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Wendy’s U.S. revenue $ 451,417 $ 468,725 $ 1,342,173 $ 1,384,163 Wendy’s U.S. expense Cost of sales 195,837 187,941 566,332 566,920 Franchise support and other costs 14,623 12,426 41,478 38,511 Advertising fund expense (a) 97,073 119,719 290,188 329,445 General and administrative 20,575 18,812 62,618 56,804 Other segment items (b) 23 37 135 160 Wendy’s U.S. adjusted EBITDA $ 123,286 $ 129,790 $ 381,422 $ 392,323 _______________ (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. There was no funding of incremental advertising during the three and nine months ended September 28, 2025. (b) Other segment items for the three and nine months ended September 28, 2025 and September 29, 2024 primarily include professional fees. 25 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands Except Per Share Amounts) Wendy’s International revenue, significant segment expenses and segment adjusted EBITDA are as follows: Three Months Ended Nine Months Ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Wendy’s International revenue $ 39,912 $ 37,598 $ 113,483 $ 106,774 Wendy’s International expense Cost of sales 8,422 7,697 22,617 20,717 Advertising fund expense (a) 10,781 10,203 30,852 29,129 General and administrative 7,780 6,816 20,917 19,363 Other segment items (b) 1,861 1,836 5,359 5,154 Wendy’s International adjusted EBITDA $ 11,068 $ 11,046 $ 33,738 $ 32,411 _______________ (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. 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. (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: Three Months Ended Nine Months Ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Global Real Estate & Development revenue $ 58,187 $ 60,416 $ 178,261 $ 181,282 Global Real Estate & Development expense Franchise rental expense 30,941 32,237 94,272 96,405 General and administrative 5,748 4,723 13,618 13,591 Other segment items (a) ( 6,082 ) ( 3,781 ) ( 9,169 ) ( 8,194 ) Global Real Estate & Development adjusted EBITDA $ 27,580 $ 27,237 $ 79,540 $ 79,480 _______________ (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. 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. 26 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands Except Per Share Amounts) The following table reconciles profit by segment to the Company’s consolidated income before income taxes: Three Months Ended Nine Months Ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Wendy’s U.S. $ 123,286 $ 129,790 $ 381,422 $ 392,323 Wendy’s International 11,068 11,046 33,738 32,411 Global Real Estate & Development 27,580 27,237 79,540 79,480 Total segment adjusted EBITDA 161,934 168,073 $ 494,700 $ 504,214 Unallocated franchise support and other costs ( 227 ) ( 900 ) ( 1,472 ) ( 1,117 ) Advertising funds surplus 173 190 457 651 Unallocated general and administrative (a) ( 23,806 ) ( 32,443 ) ( 88,445 ) ( 98,289 ) Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below) ( 38,393 ) ( 36,996 ) ( 111,932 ) ( 110,006 ) Amortization of cloud computing arrangements ( 5,226 ) ( 3,576 ) ( 13,449 ) ( 10,637 ) System optimization gains, net 29 420 326 573 Reorganization and realignment costs ( 316 ) ( 354 ) 202 ( 8,479 ) Impairment of long-lived assets ( 2,257 ) ( 178 ) ( 5,364 ) ( 2,873 ) Unallocated other operating income, net 138 439 4,412 1,301 Interest expense, net ( 31,543 ) ( 31,270 ) ( 93,965 ) ( 92,800 ) Investment (loss) income, net — — ( 1,718 ) 11 Other income, net 2,730 6,246 10,301 19,382 Income before income taxes $ 63,236 $ 69,651 $ 194,053 $ 201,931 _______________ (a) Includes corporate overhead costs, such as employee compensation and related benefits. (19) New Accounting Standards Accounting for and Disclosure of Software Costs 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. 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. Measurement of Credit Losses for Accounts Receivable and Contract Assets In July 2025, the FASB issued an amendment to provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets for revenue arising from contracts with customers. The amendment is effective commencing with our 2026 fiscal year. We are currently evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements. Disaggregation of Income Statement Expenses In November 2024, the FASB issued an amendment to expand disclosure requirements related to certain income statement expenses. The amendment requires disaggregation of certain expense captions into specified categories in disclosures within the notes to the financial statements. We are currently evaluating the impact of the adoption of this guidance on our condensed consolidated financial statements. 27 Table of Contents THE WENDY’S COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands Except Per Share Amounts) 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. Income Tax Disclosures In December 2023, the FASB issued an amendment to enhance its income tax disclosure requirements. The amendment requires annual disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. 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. The amendment is effective commencing with our 2025 fiscal year. The Company does not expect the guidance to have a material impact on our condensed consolidated financial statements. 28