What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 145 added, 344 removed, 504 unchanged (49% of the section changed)

3 unchanged sentences

(In Thousands Except Par Value)

September 28,

2026 December 28,

52 unchanged sentences

(In Thousands Except Per Share Amounts)

Three Months Ended Nine Months Ended

September 28,

2025 September 29,

2024 September 28,

2025 September 29,

Three Months Ended

2026 March 30,

Sales $ 225,497 $ 219,510

11 unchanged sentences

Amortization of cloud computing arrangements 4,762 4,167

System optimization gains, net ( 29 ) ( 420 ) ( 326 ) ( 573 )

System optimization (gains) losses, net ( 1,625 ) 90

Reorganization and realignment costs ( 162 ) ( 692 )

4 unchanged sentences

Interest expense, net ( 34,106 ) ( 31,477 )

Investment (loss) income, net — — ( 1,718 ) 11

Investment loss, net — ( 1,718 )

Other income, net 3,350 4,986

9 unchanged sentences

(In Thousands)

Three Months Ended Nine Months Ended

September 28,

2025 September 29,

2024 September 28,

2025 September 29,

Three Months Ended

2026 March 30,

Net income $ 22,712 $ 39,232

11 unchanged sentences

Net income — — 22,712 — — 22,712

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 — — — — ( 2,796 ) ( 2,796 )

Cash dividends — — ( 26,648 ) — — ( 26,648 )

Repurchases of common stock — — — ( 14,174 ) — ( 14,174 )

Share-based compensation — 5,246 — — — 5,246

Common stock issued upon exercises of stock options — ( 257 ) — 431 — 174

Common stock issued upon vesting of restricted shares — ( 2,006 ) — 1,583 — ( 423 )

Other — ( 35 ) ( 15 ) 127 — 77

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.

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY—CONTINUED

(In Thousands)

Stock Additional

Capital Retained Earnings Common Stock Held in Treasury Accumulated Other Comprehensive Loss Total

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 29, 2026 $ 47,042 $ 2,989,355 $ 431,173 $ ( 3,285,255 ) $ ( 66,764 ) $ 115,551

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

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

8 unchanged sentences

Other — 23 ( 19 ) 51 — 55

Balance at September 29, 2024 $ 47,042 $ 2,967,927 $ 403,259 $ ( 3,097,785 ) $ ( 60,590 ) $ 259,853

Balance at March 30, 2025 $ 47,042 $ 2,984,865 $ 389,481 $ ( 3,218,308 ) $ ( 72,841 ) $ 130,239

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(In Thousands)

Nine Months Ended

September 28,

2025 September 29,

Three Months Ended

2026 March 30,

Cash flows from operating activities:

10 unchanged sentences

Change in operating lease liabilities ( 12,584 ) ( 12,131 )

Net receipt of deferred vendor incentives 6,568 1,449

System optimization gains, net ( 326 ) ( 573 )

Net (recognition) receipt of deferred vendor incentives ( 2,535 ) 11,178

System optimization (gains) losses, net ( 1,625 ) 90

Distributions received from joint ventures, net of equity in earnings 341 717

6 unchanged sentences

Franchise development fund ( 4,580 ) ( 5,813 )

Acquisitions ( 16,854 ) —

Dispositions 2,796 55

10 unchanged sentences

Net cash used in financing activities ( 40,479 ) ( 179,320 )

Net cash used in operations before effect of exchange rate changes on cash ( 154,928 ) ( 32,684 )

Net cash provided by (used in) operations before effect of exchange rate changes on cash 5,245 ( 115,393 )

Effect of exchange rate changes on cash ( 886 ) 744

Net decrease in cash, cash equivalents and restricted cash ( 151,593 ) ( 34,287 )

Net increase (decrease) in cash, cash equivalents and restricted cash 4,359 ( 114,649 )

Cash, cash equivalents and restricted cash at beginning of period 357,672 503,608

6 unchanged sentences

The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of The Wendy’s Company (“The Wendy’s Company” and, together with its subsidiaries, the “Company,” “we,” “us” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and, therefore, do not include all information and footnotes required by GAAP for complete financial statements.

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.

In our opinion, the Financial Statements contain all adjustments of a normal recurring nature necessary to present fairly our financial position as of March 29, 2026, the results of our operations for the three months ended March 29, 2026 and March 30, 2025 and cash flows for the three months ended March 29, 2026 and March 30, 2025.

The results of operations for the three months ended March 29, 2026 are not necessarily indicative of the results to be expected for the full 2026 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 28, 2025 (the “Form 10-K”).

4 unchanged sentences

We report on a fiscal year consisting of 52 or 53 weeks ending on the Sunday closest to or on December 31.

All three- and nine-month periods presented herein contain 13 weeks and 39 weeks, respectively.

All three-month periods presented herein contain 13 weeks.

All references to years, quarters and months relate to fiscal periods rather than calendar periods.

3 unchanged sentences

Wendy’s International Global Real Estate & Development Total

Three Months Ended September 28, 2025

Three Months Ended March 29, 2026

Sales at Company-operated restaurants $ 219,295 $ 6,202 $ — $ 225,497

4 unchanged sentences

Total revenues $ 444,159 $ 36,927 $ 59,551 $ 540,637

Three Months Ended September 29, 2024

Three Months Ended March 30, 2025

Sales at Company-operated restaurants $ 212,744 $ 6,766 $ — $ 219,510

7 unchanged sentences

(In Thousands Except Per Share Amounts)

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,

2026 (a) December 28, 2025 (a)

7 unchanged sentences

(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.

(c) Deferred franchise fees are included in “Accrued expenses and other current liabilities” and “Deferred franchise fees” and totaled $ 9,759 and $ 84,426 , respectively, as of March 29, 2026, and $ 10,540 and $ 87,956 , respectively, as of December 28, 2025.

Significant changes in deferred franchise fees are as follows:

Nine Months Ended

September 28,

2025 September 29,

Three Months Ended

2026 March 30,

Deferred franchise fees at beginning of period $ 98,496 $ 99,411

3 unchanged sentences

Deferred franchise fees at end of period $ 94,185 $ 99,001

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

5 unchanged sentences

(a) Represents franchise fees expected to be recognized for the remainder of 2026, which includes development-related franchise fees expected to be recognized over a duration of one year or less.

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Nature of Leases

2 unchanged sentences

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,

As of March 29, 2026, the nature of restaurants operated by the Company and its franchisees was as follows:

Company-operated restaurants:

9 unchanged sentences

Total Company-operated and franchisee-operated restaurants 7,251

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,

Three Months Ended

2026 March 30,

Finance lease cost:

8 unchanged sentences

_______________

(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.

(a) Includes expenses for executory costs of $ 10,539 and $ 10,394 for the three months ended March 29, 2026 and March 30, 2025, respectively, for which the Company is reimbursed by sublessees.

(b) Includes $ 30,040 and $ 30,652 for the three months ended March 29, 2026 and March 30, 2025, respectively, recorded to “Franchise rental expense” for leased properties that are subsequently leased to franchisees.

Also includes $ 6,887 and $ 6,941 for the three months ended March 29, 2026 and March 30, 2025, respectively, recorded to “Cost of sales” for leases for Company-operated restaurants.

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

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,

Three Months Ended

2026 March 30,

Sales-type and direct-financing leases:

6 unchanged sentences

(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.

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(b) Includes sublease income of $ 42,200 and $ 42,784 recognized during the three months ended March 29, 2026 and March 30, 2025, respectively.

Sublease income includes lessees’ variable payments to the Company for executory costs of $ 10,411 and $ 10,197 for the three months ended March 29, 2026 and March 30, 2025, respectively.

(4) Investments

The following is a summary of the carrying value of our investments:

September 28,

2025 December 29,

Equity Method Investment

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.).

2 unchanged sentences

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,

Three Months Ended

2026 March 30,

Balance at beginning of period $ 25,227 $ 27,288

6 unchanged sentences

(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.

THE WENDY’S COMPANY AND SUBSIDIARIES

1 unchanged sentence

(In Thousands Except Per Share Amounts)

Other Investments in Equity Securities

During the three months ended March 30, 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 March 30, 2025.

(5) Long-Term Debt

Long-term debt consisted of the following:

September 28,

2026 December 28,

2 unchanged sentences

$ 448,875 $ 450,000

4.535 % Series 2022-1 Class A-2-II Notes, anticipated repayment date 2032

383,134 386,134

4.236 % Series 2022-1 Class A-2-I Notes, anticipated repayment date 2029

8 unchanged sentences

392,998 394,123

7 % debentures, due in December 2025

3.884 % Series 2018-1 Class A-2-II Notes, anticipated repayment date 2028

430,412 431,599

6 unchanged sentences

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.”

During the three months ended March 29, 2026, the Company borrowed and repaid $ 11,500 under the revolving line of credit, then subsequently borrowed and repaid $ 3,600 under the revolving line of credit.

As a result, as of March 29, 2026, the Company had no outstanding borrowings under the revolving line of credit.

(6) Fair Value Measurements

14 unchanged sentences

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments:

September 28,

2026 December 28,

3 unchanged sentences

Cash equivalents $ 196,187 $ 196,187 $ 210,607 $ 210,607 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

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

Financial liabilities (b)

Series 2025-1 Class A-2-I Notes 448,875 449,773 450,000 447,075 Level 2

Series 2022-1 Class A-2-I Notes 96,250 93,767 96,500 95,284 Level 2

Series 2022-1 Class A-2-II Notes 381,134 360,400 382,134 371,625 Level 2

Series 2021-1 Class A-2-I Notes 413,144 381,663 414,269 385,726 Level 2

Series 2021-1 Class A-2-II Notes 618,905 546,617 620,530 553,699 Level 2

Series 2019-1 Class A-2-II Notes 392,998 378,182 394,123 383,403 Level 2

Series 2018-1 Class A-2-II Notes 430,412 423,138 431,599 421,630 Level 2

_______________

15 unchanged sentences

Fair Value Measurements

September 28,

2026 Level 1 Level 2 Level 3

8 unchanged sentences

(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 for the three months ended March 29, 2026 and March 30, 2025 was 33.5 % and 28.6 %, 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.

federal statutory rate of 21 % for the three months ended March 29, 2026 primarily due to state income taxes, share-based compensation and the tax effects of our foreign operations.

THE WENDY’S COMPANY AND SUBSIDIARIES

3 unchanged sentences

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,

Three Months Ended

2026 March 30,

Net income $ 22,712 $ 39,232

2 unchanged sentences

Dilutive effect of stock options and restricted shares

459 990 733 1,285

Weighted average diluted shares outstanding 190,900 201,617

2 unchanged sentences

Diluted $ .12 $ .19

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.

Basic net income per share for the three months ended March 29, 2026 and March 30, 2025 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.

We excluded potential common shares of 11,926 and 8,288 for the three months ended March 29, 2026, and March 30, 2025, respectively, from our diluted net income per share calculation as they would have had anti-dilutive effects.

(9) Stockholders’ Equity

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 .

During the first quarter of 2026 and 2025, the Company paid dividends per share of $ .14 and $ .25 , respectively.

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 .

During the three months ended March 29, 2026, no shares were repurchased under the January 2023 Authorization.

As of March 29, 2026, the Company had $ 35,000 of availability remaining under the January 2023 Authorization.

During the three months ended March 30, 2025, the Company repurchased 8,182 shares under the January 2023 Authorization with an aggregate purchase price of $ 124,070 , of which $ 1,401 was accrued as of March 30, 2025, and excluding excise tax of $ 1,214 and commissions of $ 115 .

THE WENDY’S COMPANY AND SUBSIDIARIES

3 unchanged sentences

The following table provides a rollforward of accumulated other comprehensive loss, which is entirely comprised of foreign currency translation:

Nine Months Ended

September 28,

2025 September 29,

Three Months Ended

2026 March 30,

Balance at beginning of period $ ( 63,968 ) $ ( 74,753 )

2 unchanged sentences

Balance at end of period $ ( 66,764 ) $ ( 72,841 )

(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.

(10) System Optimization (Gains) Losses, Net

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.

During the three months ended March 29, 2026, the Company facilitated 41 Franchise Flips.

During the three months ended March 30, 2025, the Company did not facilitate any Franchise Flips.

Additionally, during the three months ended March 29, 2026 and March 30, 2025, the Company completed the sale of three and two Company-operated restaurants to franchisees, respectively.

Gains and losses recognized on dispositions are recorded to “System optimization (gains) losses, 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,

Three Months Ended

2026 March 30,

Number of restaurants sold to franchisees 3 2

Proceeds from sales of restaurants $ 125 $ 834 $ 180 $ 834

Net assets sold (a) — ( 725 ) ( 169 ) ( 725 )

Proceeds from sales of restaurants (a) $ 1,804 $ 55

Net assets sold (b) ( 1,572 ) ( 169 )

Other ( 232 ) ( 25 )

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

Loss on sales of restaurants, net — ( 139 )

Gain on sales of other assets, net (c) 1,625 49

System optimization gains (losses), net $ 1,625 $ ( 90 )

_______________

(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.

(a) During the three months ended March 29, 2026, the Company received net cash proceeds of $ 1,804 related to the sale of three Company-operated restaurants as part of the Company’s strategic build to suit development fund.

These proceeds are included within operating activities in the Company’s condensed consolidated statements of cash flows.

(b) Net assets sold consisted primarily of equipment.

(c) During the three months ended March 29, 2026, the Company received net cash proceeds of $ 2,796 , primarily from the sale of surplus and other properties.

THE WENDY’S COMPANY AND SUBSIDIARIES

1 unchanged sentence

(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.

As of March 29, 2026 and December 28, 2025, the Company had assets held for sale of $ 21,783 and $ 3,696 , 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 )

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.

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(11) 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,

Three Months Ended

2026 March 30,

Organizational Redesign Plan $ ( 201 ) $ ( 950 )

4 unchanged sentences

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.

During the three months ended March 29, 2026 and March 30, 2025, the Company recognized costs totaling $( 201 ) and $( 950 ), respectively, which primarily included reversals of severance accruals.

The Company does not expect to incur any material additional costs under the Organizational Redesign plan.

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,

Three Months Ended Total Incurred Since Inception

2026 March 30,

Severance and related employee costs (a) $ ( 228 ) $ ( 1,088 ) $ 12,098

5 unchanged sentences

_______________

(a) The three and nine months ended September 28, 2025 includes a reversal of an accrual as a result of a change in estimate.

(a) The three months ended March 29, 2026 and March 30, 2025 include reversals of severance accruals as a result of changes in estimates.

(b) Total incurred since inception primarily represents the accelerated recognition of share-based compensation resulting from the termination of employees under the Organizational Redesign Plan.

2 unchanged sentences

(In Thousands Except Per Share Amounts)

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.

As of March 29, 2026, the accruals for the Organizational Redesign Plan are included in “Accrued expenses and other current liabilities.” The tables below present a rollforward of our accruals for the Organizational Redesign Plan.

Charges Payments Balance

September 28,

Severance and related employee costs $ 378 $ ( 228 ) $ ( 144 ) $ 6

3 unchanged sentences

2024 Charges Payments Balance

September 29, 2024

March 30, 2025

Severance and related employee costs $ 4,257 $ ( 1,088 ) $ ( 1,410 ) $ 1,759

3 unchanged sentences

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.

Costs incurred under the Company’s other reorganization and realignment plans were not material during the three months ended March 29, 2026 and March 30, 2025.

The Company does not expect to incur any material additional costs under these plans.

2 unchanged sentences

The following is a summary of impairment losses recorded, which represent the excess of the carrying amount over the fair value of the affected assets and are included in “Impairment of long-lived assets:”

Three Months Ended Nine Months Ended

September 28,

2025 September 29,

2024 September 28,

2025 September 29,

Three Months Ended

2026 March 30,

Company-operated restaurants $ 1,169 $ 1,187

7 unchanged sentences

The following table includes supplemental non-cash investing and financing activities:

Nine Months Ended

September 28,

2025 September 29,

Three Months Ended

2026 March 30,

Supplemental non-cash investing and financing activities:

2 unchanged sentences

The following table includes a reconciliation of cash, cash equivalents and restricted cash:

September 28,

2026 December 28,

8 unchanged sentences

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.

We have had no judgments against us as guarantor of these leases as of March 29, 2026.

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.

The liability recorded for our probable exposure associated with these lease guarantees was not material as of March 29, 2026.

Letters of Credit

As of September 28, 2025, the Company had outstanding letters of credit with various parties totaling $ 28,991 .

As of March 29, 2026, the Company had outstanding letters of credit with various parties totaling $ 28,960 .

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.

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(15) Transactions with Related Parties

2 unchanged sentences

A wholly-owned subsidiary of Wendy’s leases restaurant facilities from TimWen, which are then subleased to franchisees for the operation of Wendy’s/Tim Hortons combo units in Canada.

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 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.

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.

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.”

Wendy’s paid TimWen $ 4,763 and $ 4,798 under these lease agreements during the three months ended March 29, 2026 and March 30, 2025, respectively, which has been recorded to “Franchise rental expense.” In addition, TimWen paid Wendy’s a management fee under the TimWen joint venture agreement

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

of $ 59 and $ 56 during the three months ended March 29, 2026 and March 30, 2025, respectively, which is included as a reduction to “General and administrative.”

Transactions with Yellow Cab

2 unchanged sentences

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.

Matthew Peltz, our former Vice Chairman, hold minority ownership interests in Yellow Cab Holdings, LLC (“Yellow Cab”), a Wendy’s franchisee that, as of March 29, 2026 owned and operated 87 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.

During the three months ended March 29, 2026 and March 30, 2025, the Company recognized $ 3,827 and $ 3,664 , 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.”

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

As of March 29, 2026 and December 28, 2025, $ 1,336 and $ 1,045 , respectively, was due from Yellow Cab for such income, which is included in “Accounts and notes receivable, net” and “Advertising funds restricted assets.”

Transactions with AMC

Kristin Dolan, a director of the Company, serves as the Chief Executive Officer of AMC Networks Inc.

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.

During the three months ended March 30, 2025, the Company purchased approximately $ 300 of advertising time from a subsidiary of AMC.

During the three months ended March 29, 2026, no advertising time was purchased 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.”

There were no amounts due to AMC as of March 29, 2026 and December 28, 2025.

(16) Legal and Environmental Matters

5 unchanged sentences

Predicting the outcomes of settlement discussions or judicial or arbitral decisions is thus inherently difficult and future developments could cause these actions or claims, individually or in aggregate, to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows of a particular reporting period.

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(17) Segment Information

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,

Three Months Ended

2026 March 30,

revenue $ 444,159 $ 429,614

1 unchanged sentence

Franchise support and other costs 18,256 13,178

Advertising fund expense (a) 97,073 119,719 290,188 329,445

Advertising fund expense 99,273 91,760

General and administrative 22,458 22,424

Other segment items (b) 23 37 135 160

Other segment items (a) 13 38

adjusted EBITDA $ 109,863 $ 120,977

_______________

(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.

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(a) Other segment items for the three months ended March 29, 2026 primarily include professional fees.

Other segment items for the three months ended March 30, 2025 primarily include lease buyout activity and professional fees.

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,

Three Months Ended

2026 March 30,

Wendy’s International revenue $ 36,927 $ 34,721

6 unchanged sentences

_______________

(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.

(a) Includes advertising fund expense of $ 159 for the three months ended March 30, 2025 related to the Company’s funding of incremental advertising.

There was no funding of incremental advertising during the three months ended March 29, 2026.

In addition, includes other international-related advertising deficit of $ 3 and $ 1,153 for the three months ended March 29, 2026 and March 30, 2025, respectively.

(b) Other segment items primarily include franchise support and other costs.

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

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,

Three Months Ended

2026 March 30,

Global Real Estate & Development revenue $ 59,551 $ 59,137

6 unchanged sentences

(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.

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Equity in earnings from our TimWen joint venture was $ 2,363 and $ 2,252 for the three months ended March 29, 2026 and March 30, 2025, respectively.

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,

Three Months Ended

2026 March 30,

$ 109,863 $ 120,977

3 unchanged sentences

Unallocated franchise support and other costs ( 310 ) ( 587 )

Advertising funds surplus 173 190 457 651

Advertising funds (deficit) surplus ( 271 ) 144

Unallocated general and administrative (a) ( 36,863 ) ( 34,123 )

1 unchanged sentence

Amortization of cloud computing arrangements ( 4,762 ) ( 4,167 )

System optimization gains, net 29 420 326 573

System optimization gains (losses), net 1,625 ( 90 )

Reorganization and realignment costs 162 692

Impairment of long-lived assets ( 2,572 ) ( 1,421 )

Unallocated other operating income, net 138 439 4,412 1,301

Unallocated other operating (expense) income, net ( 7 ) 4,130

Interest expense, net ( 34,106 ) ( 31,477 )

Investment (loss) income, net — — ( 1,718 ) 11

Investment loss, net — ( 1,718 )

Other income, net 3,350 4,986

2 unchanged sentences

(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.

THE WENDY’S COMPANY AND SUBSIDIARIES

1 unchanged sentence

(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.

(18) New Accounting Standards

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the Financial Accounting Standards Board (“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 Company adopted this amendment during the first quarter of 2026 and has elected the practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the receivables when estimating expected credit losses.

The adoption of this amendment did not have a material impact on our condensed consolidated financial statements.

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

What changed 10-Q

Item 1. Financial Statements