What changed in this filing

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Item 1. Business

2026-02-23 compared with 2025-02-21 · 63 added, 67 removed, 250 unchanged (34% of the section changed)

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

The Company’s fiscal reporting periods consist of 52 or 53 weeks ending on the Sunday closest to December 31 and are referred to herein as (1) “the year ended December 29, 2024” or “2024,” (2) “the year ended December 31, 2023” or “2023,” and (3) “the year ended January 1, 2023” or “2022,” all of which consisted of 52 weeks.

The Company’s fiscal reporting periods consist of 52 or 53 weeks ending on the Sunday closest to December 31 and are referred to herein as (1) “the year ended December 28, 2025” or “2025,” (2) “the year ended December 29, 2024” or “2024,” and (3) “the year ended December 31, 2023” or “2023,” all of which consisted of 52 weeks.

Business Strategy

Wendy’s strategic framework includes providing fresh, famous food to consumers, delivering an exceptional customer experience through operational excellence and expanding the Company’s footprint across the globe.

Our opportunities to execute on this framework for long-term profitable growth include (1) driving same-restaurant sales and share growth, (2) accelerating digital growth, (3) improving restaurant profitability and (4) driving global unit growth.

During 2025, the Company announced Project Fresh , a comprehensive plan to drive profitable growth and long-term value across our U.S.

The four strategic pillars of Project Fresh include (1) brand revitalization, (2) operational excellence, (3) system optimization and (4) capital allocation.

These pillars are designed to drive profitable average unit volume growth and increase traffic in the U.S.

by improving marketing effectiveness, menu offerings and the customer experience, and to enhance franchisee economics.

Internationally, the Company’s strategic priorities also include driving profitable average unit volume growth and sustaining strong net unit growth.

Business Segments

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

Company-operated restaurants comprised approximatel y 5% of the total Wendy’s system as of December 29, 2024 .

Restaurant Openings and Closings

During 2024, Wendy’s opened 276 new restaurants, of which three were Company-operated and 273 were franchisee-operated.

During 2024, Wendy’s closed 276 generally underperforming restaurants, of which 21 were Company-operated and 255 were franchisee-operated.

During 2025, Wendy’s opened 268 new restaurants, of which 15 were Company-operated and 253 were franchisee-operated.

During 2025, Wendy’s closed 111 generally underperforming restaurants, of which five were Company-operated and 106 were franchisee-operated.

The following table sets forth the number of Wendy’s restaurants in operation at the beginning and end of each fiscal year from 2023 to 2025 :

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

Wendy’s menu also includes chicken nuggets, chili, french fries, baked potatoes, freshly prepared salads, soft drinks, Frosty ® desserts and kids’ meals.

Wendy’s menu also includes chicken tenders and nuggets, chili, french fries, baked potatoes, salads, soft drinks, Frosty ® desserts and kids’ meals.

In addition, Wendy’s restaurants sell a variety of promotional products on a limited time basis.

In March 2020, Wendy’s entered the breakfast daypart across the U.S.

system and, in May 2022, launched breakfast in Canada.

Wendy’s also offers breakfast in the U.S.

Wendy’s breakfast menu features a variety of breakfast sandwiches such as the Breakfast Baconator ® and sides such as seasoned potatoes.

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As of December 28, 2025, three independent processors (five total production facilities) supplied all of the fresh beef used by Wendy’s restaurants in the U.S.

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

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

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

In ad dition, there was one main in-line distributor of food, packaging and beverage products, excluding breads, that serviced approximately 63% of Wendy’s restaurants in the U.S.

and four additional in-line distributors that, in the aggregate, serviced approximately 35% of Wendy’s restaurants in the U.S.

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

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

system volume.

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

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

QSCC’s supply chain management facilitates the continuity of supply and provides consolidated purchasing

efficiencies while monitoring and seeking to minimize possible obsolete inventory throughout the Wendy’s supply chain in the U.S.

Wendy’s and its franchisees pay sourcing fees to third-party vendors on certain products sourced by QSCC.

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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 does not sell food or restaurant supplies to its franchisees.

Wendy’s does not sell food or restaurant supplies or products to its franchisees.

Quality Assurance

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Wendy’s competes with other restaurant companies and food outlets, primarily through the quality, variety, convenience, price and value perception of food and beverage products offered.

The number and location of restaurants, quality and speed of service, attractiveness of facilities, effectiveness of marketing and new product development by Wendy’s and its competitors are also important factors.

The number and location of restaurants, quality and speed of service, attractiveness of facilities, effectiveness of marketing, new product development by Wendy’s and its competitors and technology and delivery are also important factors.

The price charged for each menu item may vary from market to market (and within markets) depending on competitive pricing and the local cost structure.

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

Wendy’s competitive position is differentiated by a focus on high quality, craveable food, its made-to-order square hamburgers using fresh beef*, its unique and diverse menu, including chicken sandwiches, freshly-prepared salads and other signature items like chili, baked potatoes, the Frosty ® dessert and the Breakfast Baconator ® , its promotional products, its choice of toppings and condiments and the atmosphere and décor of its restaurants.

Wendy’s competitive position is differentiated by a focus on high quality, craveable food, its made-to-order square hamburgers using fresh beef*, its unique and diverse menu, including chicken sandwiches, chicken tenders and nuggets, salads and other signature items like chili, baked potatoes, the Frosty ® dessert and the Breakfast Baconator ® , it s promotional products, its choice of toppings and condiments and the operations, atmosphere and décor of its restaurants.

(*Fresh beef available in the contiguous U.S.

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This results in increased competition for available development sites and higher development costs for those sites.

Competitors also employ marketing strategies such as frequent use of price discounting, frequent promotions and heavy advertising expenditures.

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

Competitors also employ marketing strategies such as frequent use of price discounting, frequent promotions and significant advertising expenditures.

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

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

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

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

Additional competitive pressures for prepared food purchases come from operators outside the restaurant industry.

A number of major grocery chains offer fresh deli sandwiches and fully prepared food and meals, including takeout options.

Additionally, convenience stores and retail outlets at gas stations frequently offer a wide variety of sandwiches and other foods.

Additionally, convenience stores and retail outlets at gas stations frequently offer a wide variety of sandwiches and other prepared foods.

Wendy’s also competes with grocery chains, food delivery providers and other retail outlets that sell food to be prepared at home.

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Technology and delivery are critical parts of the restaurant consumer experience.

In the quick-service restaurant category, technology initiatives include mobile interactive technology for brand and menu search information, mobile ordering, mobile payment, mobile offers, mobile order pick-up and carryout, customer loyalty and rewards programs, artificial intelligence (“AI”) and other self-service technologies.

An increasing number of restaurant chains have also introduced or expanded their restaurant delivery arrangements as another strategy to increase market share.

If our technology initiatives, digital commerce

platforms or third-party delivery providers do not meet customers’ expectations in terms of security, speed, cost, attractiveness or ease of use, customers may be less inclined to use those platforms or providers and our competitive position could be adversely impacted.

In the quick-service restaurant category, technology initiatives include mobile interactive technology for brand and menu search information, mobile ordering, mobile

payment, mobile offers, mobile order pick-up and carryout, customer loyalty and rewards programs, artificial intelligence (“AI”) and other self-service technologies.

An increasing number of restaurant chains have also introduced or expanded their restaurant delivery arrangements as another strategy to increase or maintain market share.

If our technology initiatives, digital commerce platforms or third-party delivery providers do not meet customers’ expectations in terms of security, speed, cost, attractiveness, experience or ease of use, customers may be less inclined to use those platforms or providers and our competitive position could be adversely impacted.

System Optimization

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 by facilitating Franchise Flips.

As of December 29, 2024, Company-operated restaurant ownership was approximately 5% of the total system.

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

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

The Company optimizes the Wendy’s system by facilitating Franchise Flips, evaluating strategic acquisitions of franchised restaurants and strategic dispositions of Company-operated restaurants to existing and new franchisees and, at times, closing certain underperforming restaurants, to further strengthen the franchisee base, support franchisee economics and drive new restaurant development.

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

The table below shows the number of restaurant acquisitions, restaurant dispositions and Franchise Flips completed in each of 2025, 2024 and 2023.

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

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

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

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

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

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In these instances, the franchisee generally pays Wendy’s an upfront development fee, annual development fees or a per restaurant development fee.

In certain circumstances, Wendy’s may charge an upfront development fee for a non-exclusive territory, which is proportionate to a multi-unit development commitment.

In certain circumstances, Wendy’s may charge an upfront fee for an exclusive territory, which is proportionate to a multi-unit development commitment in the territory.

Wendy’s may also grant a franchisee the right to sub-franchise in a stated territory, subject to certain conditions.

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The development agreement provides the franchisee with the right to develop a specified number of new Wendy’s restaurants using Wendy’s current design standards and specifications within a stated, non-exclusive territory for a specified period, subject to the franchisee meeting interim new restaurant development requirements.

The relationship agreement addresses other aspects of the franchisor-franchisee relationship, such as restrictions on operating competing businesses, participation in brand initiatives such as national marketing promotions, technology upgrades, business plans, satisfaction of certain financial covenants, employment of approved operators, confidentiality and restrictions on engaging in certain securities offerings, ownership changes or debt refinancing transactions without Wendy’s prior consent.

The relationship agreement addresses other aspects of the franchisor-franchisee relationship, such as restrictions on operating competing businesses, participation in brand initiatives such as restaurant reimaging, national menu and marketing promotions, customer loyalty program and technology initiatives, business plans, satisfaction of certain financial covenants, employment of approved operators, confidentiality and restrictions on engaging in certain securities offerings, ownership changes or debt refinancing transactions without Wendy’s prior consent.

To promote new restaurant development, Wendy’s has provided franchisees with certain incentive programs for qualifying new and existing restaurants .

In July and September 2024, Wendy’s announced a new development incentive structure in the U.S.

and Canada and select international markets, respectively, that provides for reductions in royalty and national advertising fees for qualifying new restaurants for two, three or four years of operation based on the number of restaurants committed to under a development agreement .

Franchisees who open a restaurant on or before November 30th of the calendar year prior to the restaurant’s required open date receive a technical assistance fee waiver.

Wendy’s also provides franchisees with its base-level incentive that provides for reductions in royalty and national advertising fees for up to the first two years of operation for qualifying approved replacement restaurants.

From time to time, Wendy’s may modify these incentive programs.

For example, subsequent to December 29, 2024 , Wendy’s announced that it is offering the highest-level incentive, which provides for fee reductions for four years, to all new and existing U.S.

franchisees for a limited period of time under certain circumstances.

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

Wendy’s monitors franchisee operations and inspects restaurants periodically to ensure that

required practices and procedures are being followed.

and Canada, Wendy’s offers incentives to new and existing franchisees who enter into development agreements to build new restaurants on a mutually agreed schedule.

These incentives typically include reduced royalty and national advertising fees and may include full or partial waivers of the upfront technical assistance fee for each restaurant opened.

Similarly, in markets outside the U.S.

and Canada, Wendy’s provides incentives for qualifying restaurants under new franchise or license agreements, generally in the form of reduced royalty fees and full or partial waivers of the technical assistance fee.

Existing franchisees in these markets may also receive comparable incentives when they amend their franchise agreement or enter into a development agreement to commit to building new restaurants on an agreed schedule.

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

Wendy’s monitors franchisee operations and inspects restaurants periodically to ensure that required practices and procedures are being followed.

From time to time, Wendy’s may modify these standards to

address strategic operating initiatives, consumer preferences, market demand and/or availability of capital.

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

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Advertising and Marketing

and Canada, Wendy’s advertises nationally through national advertising funds primarily on network and cable television programs, including nationally televised events, as well as through audio and digital media, and advertises locally primarily through regional network and cable television, audio and digital media and out-of-home media, such as billboards.

and Canada, Wendy’s advertises nationally through national advertising funds primarily on television and digital media, as well as through audio and industrial media.

Wendy’s maintains two national advertising funds established to collect and administer funds contributed for use in advertising through television, radio, the Internet and a variety of promotional campaigns, including through digital and social media platforms.

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Contributions to the national advertising funds are required to be made by both Company-operated and franchised restaurants and are based on a percentage of restaurant sales.

In addition to the contributions to the national advertising funds, Wendy’s requires additional contributions to be made for both Company-operated and franchised restaurants based on a percentage of restaurant sales for the purpose of local and regional advertising programs.

In addition to the contributions to the national advertising funds, Wendy’s may require additional contributions to be made to an advertising co-op within an applicable designated market area for both Company-operated and franchised restaurants based on a percentage of restaurant sales for the pu rpose of local and regional advertising programs.

Required franchisee contributions to the national advertising funds and for local and regional advertising spend are governed by the Current Franchise Agreement in the U.S.

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

Wendy’s may, at times, require that local and regional advertising funds be re-purposed to national advertising, in agreement with a system vote.

As of December 28, 2025, the contribution rate for Canadian restaurants was approximately 3% of sales for national advertising and approximately 1% of sales for local and regional advertising, with the exception of Quebec, for which there is no national advertising contribution rate and the local and regional advertising contribution rate is 4% of sales.

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Human Capital

We are focused on continuing to build love for Wendy’s by delivering on our brand promise – “Fresh Famous Food…Made Right…For You” – every time in every restaurant, for every customer, every day.

Our brand promise is foundational to our culture, and it is delivered by inspiring our employees and restaurant teams to always put the customer first, make every restaurant the star, operate the one best way and own the responsibility to grow the Wendy’s brand.

Our restaurants, our food and the value and service we provide to our customers are all integral to our long-term success, but ultimately it is our people that help us deliver our brand promise every single day.

The Wendy’s customer is at the heart of everything we do.

Our restaurants, our food and the value and service we provide to our customers are all integral to our long-term success, but ultimately it is our people that help us deliver an exceptional customer experience.

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

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business segment.

Outside of our Company-operated restaurants, our largest population of employees are part of our restaurant support organization, which includes employees across the globe and at our restaurant support center in Dublin, Ohio.

Outside of our Company-operated restaurants, our largest population of employees are based at our restaurant support organization, which includes employees across the globe and at our restaurant support center in Dublin, Ohio.

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

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From day one, the Wendy’s business has always been of, for and about people.

More than 50 years ago, our founder, Dave Thomas, established this Company based on certain core values, including Doing the Right Thing, Treating People with Respect and Giving Something Back.

Over the years, these values have remained central to our business and inform our approach with our employees, franchisees, suppliers, business partners, customers and the communities we serve.

Our commitment to these values is reflected in our Code of Business Conduct and Ethics, which applies to Company employees and directors, and in our Supplier Code of Conduct, which sets forth our expectations for key suppliers to the Wendy’s system in the U.S.

We strive to bring our values to life every day, and we share and reinforce our values and expectations with our employees through other policies and procedures.

We value and promote respectful and inclusive workplaces as we believe healthy and thriving workplaces are key to supporting and protecting the integrity of the Wendy’s brand and fuel our continued success.

Culture and Inclusion

We believe our strategic focus on culture and inclusion has helped and will continue to help the Company remain true to our values as well as support our financial performance and global growth strategy.

Creating and fostering inclusive work environments allows us to create an engaging and welcoming culture for our employees, which we believe positively affects the quality of products, service and experience we deliver to our customers.

We also believe that our Company workforce should be representative of our customer base, in order to best serve them.

Respect and fair treatment for our employees, franchisees, suppliers, business partners and customers are a central part of our business.

So is staying true to the values established by our founder, Dave Thomas, more than 55 years ago, which include Doing the Right Thing, Treating People with Respect and Giving Something Back.

Our commitment to these values is reflected in our Code of Ethics, which applies to Company employees and directors, and in our Supplier Code of Conduct, which sets forth our expectations for key suppliers to the Wendy’s system in the U.S.

We strive to bring our values to life through daily interactions with our employees, franchisees and customers in the communities where we do business.

We expect our employees to maintain respectful workplaces that support and protect the integrity of the Wendy’s brand and fuel our continued success.

People-Centered Culture

We believe our strategic focus on continually building a culture centered on people has helped and will continue to help the Company remain true to our values as well as support our financial performance and global growth strategy.

Creating and fostering work environments where people feel included and welcomed allows us to create an engaging culture for our employees, which we believe positively affects the quality of products, service and experience we deliver to our customers.

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

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

We have seven ERGs which focus on Women (Women of Wendy’s), LGBTQ+ (WeQual), Military Veterans & Families (WeVets), Culturally Diverse (WCD), Black (WeBERG), Young Professionals (WenGEN) and Care Givers (GiveCare).

Our ERGs support Women (Women of Wendy’s), LGBTQ+ (WeQual), Military Veterans & Families (WeVets), Culturally Diverse (WCD), Black (WeBERG), Young Professionals (WenGEN) and Care Givers (GiveCare).

All employees are welcome in our ERGs.

In 2024, we hosted over 100 wide-ranging programs facilitated by our ERGs.

Compensation and Benefits

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

Restaurant team members have the opportunity to take advantage of an online learning curriculum, as well as hands-on training led by crew trainers, managers and field support staff.

Restaurant managers and multi-unit operators also have the opportunity to participate in Wendy’s University, which includes targeted training to develop management and leadership skills at all levels.

Wendy’s University also provides targeted programming for the Company’s corporate management employees, including onboarding, people manager training, work behavior assessments, leadership dialogues and the opportunity to participate in third party conferences and training.

Restaurant-level employees have the opportunity to take advantage of an online learning curriculum, as well as hands-on training led by crew trainers, managers and field support staff.

Restaurant managers and multi-unit operators have the opportunity to participate in Wendy’s University, which includes targeted training to develop management and leadership skills at all levels.

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

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

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In 2025, Wendy’s made charitable donations to a variety of organizations across the globe, highlighted by our ongoing and significant support of the Dave Thomas Foundation for Adoption, a charitable foundation created by our founder, Dave Thomas, which has been our signature charitable cause for more than 30 years and celebrated its 16,000 th adoption.

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

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

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

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

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Our properties are sometimes located in developed commercial or industrial areas and might previously have been occupied by more environmentally significant operations, such as gas stations.

Environmental laws and regulations sometimes require owners or operators of contaminated property to remediate that property, regardless of fault, and could give rise to significant fines, penalties and liabilities, as well as third-party claims.

Environmental laws and

regulations sometimes require owners or operators of contaminated property to remediate that property, regardless of fault, and could give rise to significant fines, penalties and liabilities, as well as third-party claims.

The Company believes that our restaurant operations comply substantially with all applicable environmental laws and regulations.

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These filings are also available to the public on the Securities and Exchange Commission’s website at www.sec.gov.

We also provide our Code of Business Conduct and Ethics, free of charge, on our website.

We also provide our Code of Ethics, free of charge, on our website.

Our corporate website address is www.wendys.com and our Investor Relations website address is www.irwendys.com.

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

What changed 10-K

Item 1. Business