Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: The following table provides information with respect to repurchases of shares of our common stock by us and our “affiliated purchasers” (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the third quarter of 2025:
+Added: The following table provides information with respect to repurchases of shares of our common stock by us and our “affiliated purchasers” (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the first quarter of 2026:
Issuer Repurchases of Equity Securities
8 unchanged sentences
the Plans (2)
−Removed: June 30, 2025
−Removed: August 3, 2025 924,268 $10.59 833,991 $40,212,916
−Removed: August 4, 2025
−Removed: August 31, 2025 168,149 $10.21 — $40,212,916
−Removed: September 1, 2025
−Removed: September 28, 2025 570,626 $9.17 569,409 $35,000,024
+Added: December 29, 2025
+Added: February 1, 2026 888 $8.33 — $35,000,024
+Added: February 2, 2026
+Added: March 1, 2026 46,259 $7.59 — $35,000,024
+Added: March 2, 2026
+Added: March 29, 2026 8,400 $7.64 — $35,000,024
Total 55,547 $7.61 — $35,000,024
−Removed: (1) Includes 259,643 shares of common stock reacquired by the Company from holders of share-based awards to satisfy certain requirements associated with the vesting or exercise of the respective award.
+Added: (1) Represents shares of common stock reacquired by the Company from holders of share-based awards to satisfy certain requirements associated with the vesting or exercise of the respective award.
The shares were valued at the fair market value of the Company’s common stock on the vesting or exercise date of such awards, as set forth in the applicable plan document.
(2) In January 2023, our Board of Directors authorized a repurchase program for up to $500.0 million of our common stock through February 28, 2027, when and if market conditions warrant and to the extent legally permissible.
−Removed: 10.1 Employment L etter between The Wendy’s Company and Pete Suerken dated as of July 21, 2025 .
+Added: 10.1 Form of Long-Term Performance Unit Award Agreement for 2026 under The Wendy’s Company 2020 Omnibus Award Plan .
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.*
1 unchanged sentence
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
−Removed: 101 The following financial information from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2025 formatted in Inline eXtensible Business Reporting Language:
+Added: 101 The following financial information from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2026 formatted in Inline eXtensible Business Reporting Language:
(i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
−Removed: 104 The cover page from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2025, formatted in Inline XBRL and contained in Exhibit 101.
+Added: 104 The cover page from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2026, formatted in Inline XBRL and contained in Exhibit 101.
_______________
3 unchanged sentences
THE WENDY’S COMPANY
−Removed: November 7, 2025
/s/ Kenneth Cook
1 unchanged sentence
(On behalf of the registrant)
−Removed: November 7, 2025 By:
+Added: May 8, 2026 By:
/s/ Suzanne M.
2 unchanged sentences
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.