What changed in this filing

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Item 4. Controls and Procedures

2026-05-08 compared with 2025-11-07 · 18 added, 13 removed, 41 unchanged (43% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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 September 28, 2025.

Based on such evaluations, the Interim Chief Executive Officer and Chief Financial Officer concluded that as of September 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.

Based on such evaluations, the Interim Chief Executive Officer and Chief Financial Officer concluded that as of March 29, 2026, 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.

Changes in Internal Control Over Financial Reporting

There were no changes in the internal control over financial reporting of the Company during the third quarter of 2025 that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

There were no changes in the internal control over financial reporting of the Company during the first quarter of 2026 that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

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• the impact of competition or poor customer experiences at Wendy’s restaurants;

• adverse economic conditions or disruptions, including in regions with a high concentration of Wendy’s restaurants;

• adverse economic conditions or volatility or disruptions, including in regions with a high concentration of Wendy’s restaurants;

• changes in discretionary consumer spending and consumer tastes and preferences;

• conditions beyond our control, such as adverse weather conditions, natural disasters, hostilities, social unrest, health epidemics or pandemics or other catastrophic events;

• impacts to our corporate reputation or the value and perception of our brand;

• our ability to successfully implement strategic initiatives and business strategies, including our Project Fresh plan, as well as the effectiveness of our marketing and advertising programs and new product development;

• the effectiveness of our marketing and advertising programs and new product development;

• our ability to manage the impact of social or digital media;

1 unchanged sentence

• food safety events or health concerns involving our products;

• our ability to deliver global sales growth and maintain or grow market share across our dayparts;

• our ability to achieve our growth strategy through new restaurant development;

• our ability to effectively manage the acquisition and disposition of restaurants or successfully implement other strategic initiatives;

• our ability to successfully implement important strategic initiatives, including our Project Fresh plan, effectively managing or maintaining growth and market share across our dayparts or executing strategic transactions;

• our ability to grow our business through new restaurant development;

• our ability to effectively manage the acquisition and disposition of restaurants and other restaurant activity;

• risks associated with leasing and owning significant amounts of real estate, including environmental matters;

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• risks associated with our digital commerce strategy, platforms and technologies, including our ability to adapt to changes in industry trends and consumer preferences;

• our dependence on computer systems and information technology, including risks associated with the failure or interruption of our systems or technology or the occurrence of cyber incidents or deficiencies;

• our and our franchisees’ dependence on computer systems and information technology, including risks associated with the failure or interruption of our systems or technology or the occurrence of cybersecurity incidents or deficiencies;

• risks associated with our securitized financing facility and other debt agreements, including compliance with operational and financial covenants, restrictions on our ability to raise additional capital, the impact of our overall debt levels and our ability to generate sufficient cash flow to meet our debt service obligations and operate our business;

• risks associated with our capital allocation policy, including the amount and timing of equity and debt repurchases and dividend payments;

• risks associated with complaints and litigation, compliance with legal and regulatory requirements and an increased focus on environmental, social and governance issues;

• risks associated with the availability and cost of insurance, changes in accounting standards, the recognition of impairment or other charges, changes in tax rates or tax laws and fluctuations in foreign currency exchange rates;

• conditions beyond our control, such as adverse weather conditions, natural disasters, hostilities, social unrest, health epidemics or pandemics or other catastrophic events;

• risks associated with our predominantly franchised business model;

• risks associated with complaints and litigation, compliance with legal and regulatory requirements and a focus on corporate responsibility issues;

• risks associated with the availability and cost of insurance, the recognition of impairment or other charges, changes in tax rates or tax laws and fluctuations in foreign currency exchange rates;

• Trian Fund Management, L.P.

and certain of its affiliates filed a Schedule 13D/A with the SEC on February 18, 2026 indicating, among other things, that they intend to explore and evaluate the possibility of participating, alone or with third parties, in certain potential transactions with respect to us to enhance stockholder value;

there can be no assurance that (i) any such potential transactions will occur or result in additional value for our stockholders or (ii) that the exploration of potential transactions will not have an adverse impact on our business;

• other risks and uncertainties affecting us and our subsidiaries referred to in our Annual Report on Form 10-K filed with the SEC on February 23, 2026 (see especially “Item 1A.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and in our other current and periodic filings with the SEC.

In addition to the factors described above, there are risks associated with our predominantly franchised business model that could impact our results, performance and achievements.

Such risks include our ability to identify, attract and retain experienced and qualified franchisees, our ability to effectively manage the transfer of restaurants between and among franchisees, the business and financial health of franchisees, the ability of franchisees to meet their royalty, advertising, development, reimaging and other commitments, participation by franchisees in brand strategies and the fact that franchisees are independent third parties that own, operate and are responsible for overseeing the operations of their restaurants.

Our predominantly franchised business model may also impact the ability of the Wendy’s system to effectively respond and adapt to market changes.

All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above.

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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-Q

Item 4. Controls and Procedures