1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: The management of the Company, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of December 29, 2024.
−Removed: Based on such evaluations, the Chief Executive Officer and Chief Financial Officer concluded that as of December 29, 2024, the disclosure controls and procedures of the Company were effective at a reasonable assurance level in (1) recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and (2) ensuring that information required to be disclosed by the Company in such reports is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: The management of the Company, under the supervision and with the participation of the Interim Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of December 28, 2025.
+Added: Based on such evaluations, the Interim Chief Executive Officer and Chief Financial Officer concluded that as of December 28, 2025, the disclosure controls and procedures of the Company were effective at a reasonable assurance level in (1) recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and (2) ensuring that information required to be disclosed by the Company in such reports is accumulated and communicated to management, including the Interim Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act).
−Removed: The management of the Company, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an assessment of the effectiveness of its internal control over financial reporting for the Company as of December 29, 2024.
+Added: The management of the Company, under the supervision and with the participation of the Interim Chief Executive Officer and Chief Financial Officer, carried out an assessment of the effectiveness of its internal control over financial reporting for the Company as of December 28, 2025.
The assessment was performed using the criteria for effective internal control reflected in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
7 unchanged sentences
An effective control system can provide only reasonable, not absolute, assurance that the control objectives of the system are adequately met.
−Removed: Accordingly, the management of the Company, including its Chief Executive Officer and Chief Financial Officer, does not expect that the control system can prevent or detect all error or fraud.
+Added: Accordingly, the management of the Company, including its Interim Chief Executive Officer and Chief Financial Officer, does not expect that the control system can prevent or detect all error or fraud.
Finally, projections of any evaluation or assessment of effectiveness of a control system to future periods are subject to the risks that, over time, controls may become inadequate because of changes in an entity’s operating environment or deterioration in the degree of compliance with policies or procedures.
30 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item will be included in the sections entitled “Proposal 1—Election of Directors—Director Nominee Qualifications and Biographical Information,” “Executive Officers,” “Corporate Governance—Audit Committee,” “Corporate Governance—Board Membership Criteria and Director Nominations,” “Corporate Governance—Code of Business Conduct and Ethics,” “Corporate Governance— Insider Trading Policy ” and, to the extent applicable, “Security Ownership of Certain Beneficial Owners and Management—Delinquent Section 16(a) Reports” in the Company’s definitive proxy statement (the “Proxy Statement”), which will be filed with the Securities and Exchange Commission no later than 120 day after the end of the fiscal year covered by this Form 10-K, and is incorporated herein by reference.
+Added: The information required by this item will be included in the sections entitled “Proposal 1—Election of Directors—Director Nominee Qualifications and Biographical Information,” “Executive Officers,” “Corporate Governance—Audit Committee,” “Corporate Governance—Board Membership Criteria and Director Nominations,” “Corporate Governance—Code of Ethics,” “Corporate Governance— Insider Trading Policy ” and, to the extent applicable, “Security Ownership of Certain Beneficial Owners and Management—Delinquent Section 16(a) Reports” in the Company’s definitive proxy statement (the “Proxy Statement”), which will be filed with the Securities and Exchange Commission no later than 120 day after the end of the fiscal year covered by this Form 10-K, and is incorporated herein by reference.
Executive Compensation
24 unchanged sentences
3.2 By-Laws of The Wendy’s Company (as amended and restated through November 5 , 202 5 ), incorporated herein by reference to Exhibit 3.1 of The Wendy’s Company Current Report on Form 8-K filed on November 7 , 202 5 (SEC file no.
−Removed: 4.1 Amended and Restated Base Indenture, dated as of April 1, 2022, by and between Wendy’s Funding, LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary, incorporated herein by reference to Exhibit 4.1 of The Wendy’s Company Current Report on Form 8-K filed on April 4, 2022 (SEC file no.
+Added: 4.1 Second Amended and Restated Base Indenture, dated as of December 15, 2025, by and between Wendy’s Funding, LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary, incorporated herein by reference to Exhibit 4.1 of The Wendy’s Company Current Report on Form 8-K filed on December 16, 2025 (SEC file no.
4.2 Series 2018-1 Supplement to Base Indenture, dated as of January 17, 2018, by and between Wendy’s Funding, LLC, as Master Issuer of the Series 2018-1 fixed rate senior secured notes, Class A-2, and Series 2018-1 variable funding senior notes, Class A-1, and Citibank, N.A., as Trustee and Series 2018-1 Securities Intermediary, incorporated herein by reference to Exhibit 4.1 of The Wendy’s Company Current Report on Form 8-K filed on January 17, 2018 (SEC file no.
2 unchanged sentences
4.5 Series 2022-1 Supplement to Amended and Restated Base Indenture, dated as of April 1, 2022, by and between Wendy’s Funding, LLC, as Master Issuer of the Series 2022-1 fixed rate senior secured notes, Class A-2 and Citibank, N.A., as Trustee and Series 2022-1 Securities Intermediary, incorporated herein by reference to Exhibit 4.2 of The Wendy’s Company Current Report on Form 8-K filed on April 4, 2022 (SEC file no.
+Added: 4.6 Series 2025-1 Supplement to the Second Amended and Restated Base Indenture, dated as of December 15, 2025, by and between Wendy’s Funding, LLC, as Master Issuer of the Series 2025-1 fixed rate senior secured notes, Class A-2, and Citibank, N.A., as Trustee and Series 2025-1 Securities Intermediary, incorporated herein by reference to Exhibit 4.2 of The Wendy’s Company Current Report on Form 8-K filed on December 16, 2025 (SEC file no.
4.7 Description of Securities of the Registrant, incorporated herein by reference to Exhibit 4.13 of The Wendy’s Company Form 10-K for the fiscal year ended January 2, 2022 (SEC file no.
14 unchanged sentences
001-02207).**
−Removed: 10.7 Form of Long-Term Performance Unit Award Agreement for 2022 under The Wendy’s Company 2020 Omnibus Award Plan , incorporated herein by reference to Exhibit 10.3 of The Wendy’s Company Form 10-Q for the quarter ended April 3, 2022 (SEC file no.
−Removed: 001-02207).**
10.7 Amendment to Awards Issued by The Wendy’s Company Under Various Equity Plans, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on August 9, 2023 (SEC file no.
10 unchanged sentences
001-02207).**
+Added: 10.13 Form of Long-Term Performance Unit Award Agreement for 2025 under The Wendy’s Company 2020 Omnibus Award Plan.* **
10.14 Wendy’s International, LLC Executive Severance Pay Policy, as amended February 16, 2023, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on January 18, 2024 (SEC file no.
25 unchanged sentences
and Jefferies LLC, each acting on behalf of itself and as a representative of the initial purchasers, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on March 24 , 2022 (SEC file no.
+Added: 10.27 2025-1 Class A-2 Note Purchase Agreement, dated as of November 19, 2025, by and among The Wendy’s Company, the subsidiaries of The Wendy’s Company party thereto and Barclays Capital Inc., acting on behalf of itself and as a representative of the initial purchasers, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on November 20, 2025 (SEC file no.
10.28 Guarantee and Collateral Agreement, dated as of June 1, 2015, by and among Quality Is Our Recipe, LLC, Wendy’s Properties, LLC, Wendy’s SPV Guarantor, LLC, each as a Guarantor, in favor of Citibank, N.A., as Trustee, incorporated herein by reference to Exhibit 10.2 to The Wendy’s Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no.
−Removed: 10.28 Management Agreement, dated as of June 1, 2015, by and among Wendy’s Funding, LLC, Quality Is Our Recipe, LLC, Wendy’s Properties, LLC, Wendy’s SPV Guarantor, LLC, Wendy’s International, LLC, as Manager, and Citibank, N.A., as Trustee, incorporated herein by reference to Exhibit 10.3 to The Wendy’s Company Current Report on Form 8-K filed on June 2, 2015 (SEC file no.
−Removed: 10.29 Management Agreement Amendment, dated as of January 17, 2018, by and among Wendy’s Funding, LLC, as Master Issuer, certain subsidiaries of Wendy’s Funding, LLC party thereto, Wendy’s International, LLC, as Manager, and Citibank, N.A., as Trustee, incorporated herein by reference to Exhibit 10.2 of The Wendy’s Company Current Report on Form 8-K filed on January 17, 2018 (SEC file no.
−Removed: 10.30 Second Amendment to the Management Agreement, dated as of June 26, 2019, by and among Wendy’s Funding, LLC, as Master Issuer, certain subsidiaries of Wendy’s Funding, LLC party thereto, Wendy’s International, LLC, as Manager, and Citibank, N.A., as Trustee, incorporated herein by reference to Exhibit 10.2 of The Wendy’s Company Current Report on Form 8-K filed on June 26, 2019 (SEC file no.
−Removed: 10.31 Third Amendment to the Management Agreement, dated as of January 3, 2021, by and among Wendy’s Funding, LLC, as Master Issuer, certain subsidiaries of Wendy’s Funding, LLC party thereto, Wendy’s International, LLC, as Manager, and Citibank, N.A., as Trustee, incorporated herein by reference to Exhibit 10.31 of The Wendy's Company Form 10-K for the fiscal year ended January 3, 2021 (SEC file no.
−Removed: 10.32 Fourth Amendment to the Management Agreement, dated as of June 22, 2021, by and among Wendy’s Funding, LLC, as Master Issuer, certain subsidiaries of Wendy’s Funding, LLC party thereto, Wendy’s International, LLC, as Manager, and Citibank, N.A., as Trustee, incorporated herein by reference to Exhibit 10.2 of The Wendy’s Company Current Report on Form 8-K filed on June 23, 2021 (SEC file no.
−Removed: 10.33 Fifth Amendment to the Management Agreement, dated as of April 1, 2022, by and among Wendy’s Funding, LLC, as Master Issuer, certain subsidiaries of Wendy’s Funding, LLC party thereto, Wendy’s International, LLC, as Manager, and Citibank, N.A., as Trustee, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on April 4, 2022 (SEC file no.
+Added: 10.29 Omnibus Amendment and Reaffirmation Agreement, dated as of December 15, 2025, by and among the Securitization Entities, the Trustee, Midland Loan Services, a division of PNC Bank, National Association, as Servicer, and FTI Consulting, Inc., a Maryland corporation, as Back-Up Manager and Barclays Capital Inc., incorporated herein by reference to Exhibit 10.1 to The Wendy’s Company Current Report on Form 8-K filed on December 16, 2025 (SEC file no.
+Added: 10.30 Conformed Copy of the Management Agreement, dated as of June 1, 2015, updated to reflect the changes made by all amendments prior to December 15, 2025, and by the Omnibus and Reaffirmation Agreement, incorporated herein by reference to Exhibit 10.2 of The Wendy’s Company Current Report on Form 8-K filed on December 16, 2025 (SEC file no.
10.31 Assignment of Rights Agreement between Wendy’s International, Inc.
5 unchanged sentences
10.33 Separation Agreement, dated as of April 30, 2007, between Triarc Companies, Inc.
−Removed: and Nelson Peltz, incorporated herein by reference to Exhibit 10.3 to Triarc’s Current Report on Form 8-K filed on April 30, 2007 (SEC file no.
−Removed: 001-02207).**
−Removed: 10.37 Letter Agreement dated as of December 28, 2007, between Triarc Companies, Inc.
−Removed: and Nelson Peltz., incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Report on Form 8-K filed on January 4, 2008 (SEC file no.
−Removed: 001-02207).**
−Removed: 10.38 Separation Agreement, dated as of April 30, 2007, between Triarc Companies, Inc.
May, incorporated herein by reference to Exhibit 10.4 to Triarc’s Current Report on Form 8-K filed on April 30, 2007 (SEC file no.
9 unchanged sentences
and Trian Partners Strategic Investment Fund-A, L.P., incorporated herein by reference to Exhibit 10.1 to The Wendy’s Company Current Report on Form 8-K filed on December 2, 2011 (SEC file no.
−Removed: 10.42 Employment Letter between The Wendy’s Company and Todd Penegor dated as of May 8, 2013, incorporated herein by reference to Exhibit 10.9 of The Wendy’s Company Form 10-Q for the quarter ended June 30, 2013 (SEC file no.
−Removed: 001-02207).**
10.37 Employment Letter between The Wendy’s Company and Liliana Esposito dated as of May 8, 2014, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Form 10-Q for the quarter ended June 29, 2014 (SEC file no.
001-02207).**
−Removed: 10.44 Employment Letter between The Wendy’s Company and Gunther Plosch dated as of April 7, 2016, incorporated herein by reference to Exhibit 10.2 of The Wendy’s Company Form 10-Q for the quarter ended April 3, 2016 (SEC file no.
−Removed: 001-02207).**
10.38 Employment Letter between The Wendy’s Company and E.
1 unchanged sentence
001-02207).**
−Removed: 10.46 Employment Letter between The Wendy’s Company and J.
−Removed: Kevin Vasconi dated as of September 28, 2020, incorporated herein by reference to Exhibit 10.45 of The Wendy's Company Form 10-K for the fiscal year ended January 3, 2021 (SEC file no.
−Removed: 001-02207).**
−Removed: 10.47 Amendment to Employment Letter between The Wendy’s Company and J.
−Removed: Kevin Vasconi dated as of February 28, 2023, incorporated herein by reference to Exhibit 10.46 of The Wendy’s Company Form 10-K for the fiscal year ended January 1, 2023 (SEC file no.
−Removed: 10.48 Amendment No.
−Removed: 2 to Employment Letter between The Wendy’s Company and J.
−Removed: Kevin Vasconi dated as of February 22, 2024, incorporated herein by reference to Exhibit 10.50 of The Wendy’s Company Form 10-K for the fiscal year ended December 31, 2023 (SEC file no.
−Removed: 001-02207).**
10.39 Employment Letter between The Wendy’s Company and Kirk Tanner dated as of January 18, 2024, incorporated herein by reference to Exhibit 10.51 of The Wendy’s Company Form 10-K for the fiscal year ended December 31, 202 3 (SEC file no.
2 unchanged sentences
001-02207).**
−Removed: 10.51 Employment Letter between The Wendy’s Company and Kenneth Cook dated as of November 13, 2024.* **
+Added: 10.41 Employment Letter between The Wendy’s Company and Kenneth Cook dated as of November 13, 2024 , incorporated her ein by reference to Exhibit 10.51 of The Wendy ’ s Company Form 10-K fo r the fiscal year ended December 29, 2024 (SEC file no.
+Added: 001-02207).**
+Added: 10.42 Marketing Consulting Agreement between The Wendy’s Company and Kenneth W.
+Added: Gilbert dated as of March 31, 2025, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Form 10-Q for the quarter ended June 29, 2025 (SEC file no.
+Added: 10.43 Employment Letter between The Wendy’s Company and Pete Suerken dated as of July 21, 2025, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Form 10-Q for the quarter ended September 29, 2025 (SEC file no.
+Added: 001-02207).**
10.44 Non-Compete and Confidentiality Agreement between The Wendy’s Company and Abigail Pringle dated as of October 27, 2020, incorporated herein by reference to Exhibit 10.1 to The Wendy’s Company Form 10-Q for the quarter ended September 27, 2020 (SEC file no.
19 unchanged sentences
001-02207 and 333-161613, respectively).**
−Removed: 19.1 The Wendy’s Company Securities Trading Policy.*
+Added: 19.1 The Wendy’s Company Securities Trading Policy , incorporated herein by reference to Exhibit 19.1 of The Wendy ’ s Company Form 10-K for the fiscal year ended December 29, 2024 (SEC file no.
+Added: 001-02207 ) .
21.1 Subsidiaries of the Registrant.*
23.1 Consent of Deloitte & Touche LLP.*
−Removed: 31.1 Certification of the Chief Executive Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
−Removed: 31.2 Certification of the Chief Financial Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
−Removed: 32.1 Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
+Added: 31.1 Certification of the Interim Chief Executive Officer and Chief Financial Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
+Added: 32.1 Certification of the Interi m Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
12 unchanged sentences
February 23, 2026
−Removed: /s/ KIRK TANNER
−Removed: President and Chief Executive Officer
+Added: /s/ KENNETH COOK
+Added: Interim Chief Executive Officer and Chief Financial Officer
+Added: (On behalf of the registrant)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 23, 2026 by the following persons on behalf of the registrant and in the capacities indicated.
Signature Titles
−Removed: /s/ KIRK TANNER President, Chief Executive Officer and Director
−Removed: (Kirk Tanner) (Principal Executive Officer)
−Removed: /s/ KENNETH COOK Chief Financial Officer
−Removed: (Kenneth Cook) (Principal Financial Officer)
+Added: /s/ KENNETH COOK Interim Chief Executive Officer and Chief Financial Officer
+Added: (Kenneth Cook) (Principal Executive and Financial Officer)
/s/ SUZANNE M.
4 unchanged sentences
MAY Senior Vice Chairman and Director
−Removed: /s/ MATTHEW H.
−Removed: PELTZ Vice Chairman and Director
ARLIN Director
3 unchanged sentences
DOLAN Director
−Removed: /s/ KENNETH W.
−Removed: GILBERT Director
/s/ RICHARD H.
3 unchanged sentences
Mathews-Spradlin)
+Added: /s/ BRADLEY G.
+Added: PELTZ Director
ROTHSCHILD Director
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.