What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 204 added, 132 removed, 517 unchanged (39% of the section changed)

57 unchanged sentences

(In Thousands Except Per Share Amounts)

Three Months Ended

2026 March 30,

Three Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

Sales $ 240,016 $ 232,853 $ 465,513 $ 452,363

11 unchanged sentences

Amortization of cloud computing arrangements 4,577 4,056 9,339 8,223

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

System optimization gains, net ( 667 ) ( 387 ) ( 2,292 ) ( 297 )

Reorganization and realignment costs 10 174 ( 152 ) ( 518 )

9 unchanged sentences

Net income $ 32,616 $ 55,110 $ 55,328 $ 94,342

Net income per share:

Basic $ .12 $ .20

Diluted $ .12 $ .19

Basic and diluted net income per share $ .17 $ .29 $ .29 $ .48

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(In Thousands)

Three Months Ended

2026 March 30,

Three Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

Net income $ 32,616 $ 55,110 $ 55,328 $ 94,342

17 unchanged sentences

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

Net income — — 32,616 — — 32,616

Other comprehensive loss — — — — ( 3,988 ) ( 3,988 )

Cash dividends — — ( 26,668 ) — — ( 26,668 )

Share-based compensation — 2,941 — — — 2,941

Common stock issued upon vesting of restricted shares — ( 2,162 ) — 2,136 — ( 26 )

Other — ( 39 ) ( 22 ) 102 — 41

Balance at June 28, 2026 $ 47,042 $ 2,990,095 $ 437,099 $ ( 3,283,017 ) $ ( 70,752 ) $ 120,467

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 29, 2024 $ 47,042 $ 2,982,102 $ 399,700 $ ( 3,094,739 ) $ ( 74,753 ) $ 259,352

10 unchanged sentences

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

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(In Thousands)

Three Months Ended

2026 March 30,

Six Months Ended

2026 June 29,

Cash flows from operating activities:

10 unchanged sentences

Change in operating lease liabilities ( 25,247 ) ( 24,482 )

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

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

Net receipt of deferred vendor incentives 9,781 8,421

System optimization gains, net ( 2,292 ) ( 297 )

Distributions received from joint ventures, net of equity in earnings 1,221 1,679

29 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 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.

In our opinion, the Financial Statements contain all adjustments of a normal recurring nature necessary to present fairly our financial position as of June 28, 2026, the results of our operations for the three and six months ended June 28, 2026 and June 29, 2025 and cash flows for the six months ended June 28, 2026 and June 29, 2025.

The results of operations for the six months ended June 28, 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-month periods presented herein contain 13 weeks.

All three- and six-month periods presented herein contain 13 weeks and 26 weeks, respectively.

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 March 29, 2026

Three Months Ended June 28, 2026

Sales at Company-operated restaurants $ 234,007 $ 6,009 $ — $ 240,016

4 unchanged sentences

Total revenues $ 477,597 $ 39,266 $ 53,708 $ 570,571

Three Months Ended March 30, 2025

Three Months Ended June 29, 2025

Sales at Company-operated restaurants $ 225,973 $ 6,880 $ — $ 232,853

7 unchanged sentences

(In Thousands Except Per Share Amounts)

Wendy’s International Global Real Estate & Development Total

Six Months Ended June 28, 2026

Sales at Company-operated restaurants $ 453,302 $ 12,211 $ — $ 465,513

Franchise royalty revenue 201,057 38,707 — 239,764

Franchise fees 50,409 6,501 992 57,902

Franchise rental income — — 112,267 112,267

Advertising funds revenue 216,988 18,774 — 235,762

Total revenues $ 921,756 $ 76,193 $ 113,259 $ 1,111,208

Six Months Ended June 29, 2025

Sales at Company-operated restaurants $ 438,717 $ 13,646 $ — $ 452,363

Franchise royalty revenue 217,248 36,660 — 253,908

Franchise fees 41,676 4,655 1,209 47,540

Franchise rental income — — 118,865 118,865

Advertising funds revenue 193,115 18,610 — 211,725

Total revenues $ 890,756 $ 73,571 $ 120,074 $ 1,084,401

Contract Balances

9 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 $ 9,759 and $ 84,426 , respectively, as of March 29, 2026, and $ 10,540 and $ 87,956 , respectively, as of December 28, 2025.

(c) Deferred franchise fees are included in “Accrued expenses and other current liabilities” and “Deferred franchise fees” and totaled $ 9,053 and $ 81,671 , respectively, as of June 28, 2026, and $ 10,540 and $ 87,956 , respectively, as of December 28, 2025.

Significant changes in deferred franchise fees are as follows:

Three Months Ended

2026 March 30,

Six Months Ended

2026 June 29,

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

3 unchanged sentences

Deferred franchise fees at end of period $ 90,724 $ 99,397

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

As of June 28, 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 7,180

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

2026 March 30,

Three Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

Finance lease cost:

8 unchanged sentences

_______________

(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)

(a) Includes expenses for executory costs of $ 10,297 and $ 10,578 for the three months ended June 28, 2026 and June 29, 2025, respectively, and $ 20,836 and $ 20,972 for the six months ended June 28, 2026 and June 29, 2025, respectively, for which the Company is reimbursed by sublessees.

(b) Includes $ 27,953 and $ 32,569 for the three months ended June 28, 2026 and June 29, 2025, respectively, and $ 57,993 and $ 63,221 for the six months ended June 28, 2026 and June 29, 2025, respectively, recorded to “Franchise rental expense” for leased properties that are subsequently leased to franchisees.

Also includes $ 6,917 and $ 6,946 for the three months ended June 28, 2026 and June 29, 2025, respectively, and $ 13,804 and $ 13,887 for the six months ended June 28, 2026 and June 29, 2025, respectively, recorded to “Cost of sales” for leases for Company-operated restaurants.

Company as Lessor

The components of lease income are as follows:

Three Months Ended

2026 March 30,

Three Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

Sales-type and direct-financing leases:

6 unchanged sentences

(a) Included in “Interest expense, net.”

(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.

(b) Includes sublease income of $ 37,941 and $ 44,667 recognized during the three months ended June 28, 2026 and June 29, 2025, respectively, and $ 80,141 and $ 87,451 for the six months ended June 28, 2026 and June 29, 2025, respectively.

Sublease income includes lessees’ variable payments to the Company for executory costs of $ 10,356 and $ 10,512 for the three months ended June 28, 2026 and June 29, 2025, respectively, and $ 20,767 and $ 20,709 for the six months ended June 28, 2026 and June 29, 2025, respectively.

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(4) Investments

4 unchanged sentences

Presented below is activity related to our investment in TimWen included in our condensed consolidated financial statements:

Three Months Ended

2026 March 30,

Six Months Ended

2026 June 29,

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

3 unchanged sentences

Foreign currency translation adjustment included in “Other comprehensive (loss) income”

( 1,018 ) 1,483

Balance at end of period $ 22,988 $ 27,092

1 unchanged sentence

(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 six months ended June 29, 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 June 29, 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

24 unchanged sentences

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.

During the three months ended June 28, 2026, the Company borrowed and repaid $ 2,700 under the revolving line of credit.

As a result, as of June 28, 2026, the Company had no outstanding borrowings under the revolving line of credit.

Subsequent to June 28, 2026, the Company increased the Wendy’s U.S.

advertising fund revolving line of credit to $ 25,000 .

(6) Fair Value Measurements

19 unchanged sentences

Cash equivalents $ 220,093 $ 220,093 $ 210,607 $ 210,607 Level 1

Financial liabilities (b)

Financial liabilities (a)

Series 2025-1 Class A-2-I Notes 447,750 441,034 450,000 447,075 Level 2

6 unchanged sentences

_______________

(a) The fair value of our other investments in equity securities is based on our review of information provided by the investment manager, which is based on observable price changes in orderly transactions for a similar investment of the same issuer.

(b) The fair values were based on quoted market prices in markets that are not considered active markets.

(a) The fair values were based on quoted market prices in markets that are not considered active markets.

The carrying amounts of cash, accounts payable and accrued expenses approximate fair value due to the short-term nature of those items.

22 unchanged sentences

(7) Income Taxes

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 for the three months ended June 28, 2026 and June 29, 2025 was 32.8 % and 27.4 %, respectively.

The Company’s effective tax rate varied from the U.S.

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.

federal statutory rate of 21 % for the three months ended June 28, 2026 primarily due to the tax effects of our foreign operations and state income taxes.

The Company’s effective tax rate for the six months ended June 28, 2026 and June 29, 2025 was 33.1 % and 27.9 %, respectively.

The Company’s effective tax rate varied from the U.S.

federal statutory rate of 21 % for the six months ended June 28, 2026 primarily due to the tax effects of our foreign operations, state income taxes and share-based compensation.

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

2026 March 30,

Three Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

Net income $ 32,616 $ 55,110 $ 55,328 $ 94,342

2 unchanged sentences

Dilutive effect of stock options and restricted shares

786 765 696 870

Weighted average diluted shares outstanding 191,212 192,714 191,055 197,166

Net income per share:

Basic $ .12 $ .20

Diluted $ .12 $ .19

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.

Basic and diluted net income per share $ .17 $ .29 $ .29 $ .48

Basic net income per share for the three and six months ended June 28, 2026 and June 29, 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 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.

We excluded potential common shares of 12,516 and 12,221 for the three and six months ended June 28, 2026, respectively, and 7,990 and 8,139 for the three and six months ended June 29, 2025, respectively, from our diluted net income per share calculation as they would have had anti-dilutive effects.

(9) Stockholders’ Equity

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

During each of the first and second quarters of 2026, the Company paid dividends per share of $ .14 .

During the first and second quarters of 2025, the Company paid dividends per share of $ .25 and $ .14 , 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 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 .

During the six months ended June 28, 2026, no shares were repurchased under the January 2023 Authorization.

During the six months ended June 28, 2026, the Company paid $ 1,922 in excise tax on shares repurchased during 2025.

As of June 28, 2026, the Company had $ 35,000 of availability remaining under the January 2023 Authorization.

During the six months ended June 29, 2025, the Company repurchased 12,957 shares under the January 2023 Authorization with an aggregate purchase price of $ 185,962 , of which $ 193 was accrued as of June 29, 2025, and excluding excise tax of $ 1,813 and commissions of $ 182 .

During the six months ended June 29, 2025, the Company paid $ 565 in excise tax on shares repurchased during 2024.

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:

Three Months Ended

2026 March 30,

Six Months Ended

2026 June 29,

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

2 unchanged sentences

Balance at end of period $ ( 70,752 ) $ ( 62,536 )

(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.

(10) System Optimization Gains, Net

The Company optimizes the Wendy’s system by facilitating franchisee-to-franchisee restaurant transfers (“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 six months ended June 28, 2026 and June 29, 2025, the Company facilitated 45 and one Franchise Flips, respectively.

Additionally, during the six months ended June 28, 2026 and June 29, 2025, the Company completed the sale of four and two 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.

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

2026 March 30,

Three Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

Number of restaurants sold to franchisees 1 — 4 2

3 unchanged sentences

Loss on sales of restaurants, net — — — ( 139 )

Post-closing adjustments on sales of restaurants — ( 10 ) — ( 10 )

Loss on sales of restaurants, net — ( 10 ) — ( 149 )

Gain on sales of other assets, net (c) 667 397 2,292 446

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

System optimization gains, net $ 667 $ 387 $ 2,292 $ 297

_______________

(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.

(a) During the three and six months ended June 28, 2026, the Company received net cash proceeds of $ 588 and $ 2,392 , respectively, related to the sale of 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 six months ended June 28, 2026, the Company received net cash proceeds of $ 1,868 and $ 4,664 , respectively, primarily from the sale of surplus and other properties.

During the three and six months ended June 29, 2025, the Company received net cash proceeds of $ 1,300 primarily from the sale of surplus and other properties.

Assets Held for Sale

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.

As of June 28, 2026 and December 28, 2025, the Company had assets held for sale of $ 27,152 and $ 3,696 , respectively, primarily consisting of surplus properties.

Assets held for sale are included in “Prepaid expenses and other current assets.”

1 unchanged sentence

The following is a summary of the initiatives included in “Reorganization and realignment costs:”

Three Months Ended

2026 March 30,

Three Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

Organizational Redesign Plan $ 3 $ 106 $ ( 198 ) $ ( 844 )

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.

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.

During the six months ended June 28, 2026 and June 29, 2025, the Company recognized costs totaling $( 198 ) and $( 844 ), 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 Total Incurred Since Inception

2026 March 30,

Three Months Ended Six Months Ended Total Incurred Since Inception

2026 June 29,

2025 June 28,

2026 June 29,

Severance and related employee costs (a) $ — $ ( 6 ) $ ( 228 ) $ ( 1,094 ) $ 12,098

5 unchanged sentences

_______________

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

(a) The six months ended June 28, 2026 and June 29, 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 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.

As of June 28, 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

4 unchanged sentences

2024 Charges Payments Balance

March 30, 2025

Severance and related employee costs $ 4,257 $ ( 1,094 ) $ ( 1,897 ) $ 1,266

3 unchanged sentences

Other Reorganization and Realignment Plans

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.

Costs incurred under the Company’s other reorganization and realignment plans were not material during the six months ended June 28, 2026 and June 29, 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

2026 March 30,

Three Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

Company-operated restaurants $ 2,611 $ 1,686 $ 3,780 $ 2,873

2 unchanged sentences

$ 3,120 $ 1,686 $ 5,692 $ 3,107

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(13) Supplemental Cash Flow Information

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

Three Months Ended

2026 March 30,

Six Months Ended

2026 June 29,

Supplemental non-cash investing and financing activities:

1 unchanged sentence

Finance leases 31,646 29,347

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

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

9 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 $ 94,720 as of March 29, 2026.

These leases extend through 2045.

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

We have had no judgments against us as guarantor of these leases as of June 28, 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 March 29, 2026.

The liability recorded for our probable exposure associated with these lease guarantees was not material as of June 28, 2026.

Letters of Credit

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

As of June 28, 2026, the Company had outstanding letters of credit with various parties totaling $ 29,185 .

Substantially all of the outstanding letters of credit include amounts outstanding against the 2021-1 Variable Funding Senior Secured Notes, Class A-1.

4 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 $ 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.”

Wendy’s paid TimWen $ 10,126 and $ 10,344 under these lease agreements during the six months ended June 28, 2026 and June 29, 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 of $ 118 and $ 115 during the six months ended June 28, 2026 and June 29, 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 March 29, 2026 owned and operated 87 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 June 28, 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 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 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.”

During the six months ended June 28, 2026 and June 29, 2025, the Company recognized $ 7,822 and $ 7,588 , 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

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

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 June 28, 2026 and December 28, 2025, $ 1,338 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 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.

Kristin Dolan, a director of the Company until May 2026, serves as the Chief Executive Officer of AMC Networks Inc.

During the six months ended June 29, 2025, the Company purchased approximately $ 600 of advertising time from a subsidiary of AMC.

During the six months ended June 28, 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.

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

There were no amounts due to AMC as of June 28, 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

2026 March 30,

Three Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

revenue $ 477,597 $ 461,142 $ 921,756 $ 890,756

6 unchanged sentences

_______________

(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.

(a) Other segment items for the three and six months ended June 28, 2026 and June 29, 2025 primarily include professional fees.

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Wendy’s International revenue, significant segment expenses and segment adjusted EBITDA are as follows:

Three Months Ended

2026 March 30,

Three Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

Wendy’s International revenue $ 39,266 $ 38,850 $ 76,193 $ 73,571

6 unchanged sentences

_______________

(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.

(a) Includes advertising fund expense of $ 183 and $ 342 for the three and six months ended June 29, 2025, respectively, related to the Company’s funding of incremental advertising.

There was no funding of incremental advertising during the three and six months ended June 28, 2026.

In addition, includes other international-related advertising (deficit) surplus of $( 753 ) and $( 756 ) for the three and six months ended June 28, 2026, respectively, and $ 34 and $( 1,119 ) for the three and six months ended June 29, 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

2026 March 30,

Three Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

Global Real Estate & Development revenue $ 53,708 $ 60,937 $ 113,259 $ 120,074

5 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 $ 2,363 and $ 2,252 for the three months ended March 29, 2026 and March 30, 2025, respectively.

(a) Other segment items for the three and six months ended June 28, 2026 primarily include equity in earnings from our TimWen joint venture and lease buyout activity.

Other segment items for the three and six months ended June 29, 2025 primarily include equity in earnings from our TimWen joint venture and franchise support and other costs.

Equity in earnings from our TimWen joint venture was $ 3,173 and $ 5,536 for the three and six months ended June 28, 2026, respectively, and $ 3,060 and $ 5,312 for the three and six months ended June 29, 2025, respectively.

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

The following table reconciles profit by segment to the Company’s consolidated income before income taxes:

Three Months Ended

2026 March 30,

Three Months Ended Six Months Ended

2026 June 29,

2025 June 28,

2026 June 29,

$ 120,474 $ 137,159 $ 230,337 $ 258,136

3 unchanged sentences

Unallocated franchise support and other costs ( 769 ) ( 658 ) ( 1,079 ) ( 1,245 )

Advertising funds (deficit) surplus ( 271 ) 144

Advertising funds surplus 295 140 24 284

Unallocated general and administrative (a) ( 35,149 ) ( 30,516 ) ( 72,012 ) ( 64,639 )

1 unchanged sentence

Amortization of cloud computing arrangements ( 4,577 ) ( 4,056 ) ( 9,339 ) ( 8,223 )

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

System optimization gains, net 667 387 2,292 297

Reorganization and realignment costs ( 10 ) ( 174 ) 152 518

Impairment of long-lived assets ( 3,120 ) ( 1,686 ) ( 5,692 ) ( 3,107 )

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

Unallocated other operating income, net 148 144 141 4,274

Interest expense, net ( 33,850 ) ( 30,945 ) ( 67,956 ) ( 62,422 )

4 unchanged sentences

(a) Includes corporate overhead costs, such as employee compensation and related benefits.

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(18) New Accounting Standards

4 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.

What changed 10-Q

Item 1. Financial Statements