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 first quarter of 2026:
+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 second quarter of 2026:
Issuer Repurchases of Equity Securities
8 unchanged sentences
the Plans (2)
−Removed: December 29, 2025
−Removed: February 1, 2026 888 $8.33 — $35,000,024
−Removed: February 2, 2026
March 30, 2026
−Removed: March 2, 2026
−Removed: March 29, 2026 8,400 $7.64 — $35,000,024
+Added: May 3, 2026 2,742 $6.95 — $35,000,024
+Added: May 31, 2026 894 $8.02 — $35,000,024
+Added: June 28, 2026 — $— — $35,000,024
Total 3,636 $7.21 — $35,000,024
2 unchanged sentences
(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 Form of Long-Term Performance Unit Award Agreement for 2026 under The Wendy’s Company 2020 Omnibus Award Plan .
−Removed: 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.*
−Removed: 32.1 Certification of the Interim Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
+Added: 10.1 Emplo yment Letter between The Wendy ’ s Company and Robert D.
+Added: Wright dated as of M ay 17, 2026 .
+Added: 10.2 Employment Letter between The Wendy’s Company and Steven W.
+Added: Cirulis dated as of June 19, 2026 .* **
+Added: 10.3 First Amendment to The Wendy’s Company 2020 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.2 of the Registrant’s Current Report Form 8-K filed on May 22, 2026.**
+Added: 10.4 Form of Nonqualified Stock Option Award Agreement under The Wendy’s Company 2020 Omnibus Award Plan.* **
+Added: 10.5 Form of Restricted Stock Unit Award Agreement under The Wendy’s Company 2020 Omnibus Award Plan (Ratable Vesting).* **
+Added: 10.6 Form of Restricted Stock Unit Award Agreement under The Wendy’s Company 2020 Omnibus Award Plan (Cliff Vesting).* **
+Added: 31.1 Certification of the Chief Executive Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
+Added: 31.2 Certification of the Chief Financial Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
+Added: 32.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
−Removed: 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:
+Added: 101 The following financial information from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 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 March 29, 2026, 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 June 28, 2026, formatted in Inline XBRL and contained in Exhibit 101.
_______________
3 unchanged sentences
THE WENDY’S COMPANY
−Removed: /s/ Kenneth Cook
−Removed: Interim Chief Executive Officer and Chief Financial Officer
−Removed: (On behalf of the registrant)
−Removed: May 8, 2026 By:
−Removed: /s/ Suzanne M.
−Removed: Chief Accounting Officer
+Added: August 7, 2026
+Added: /s/ Steven W.
+Added: Chief Financial Officer and Chief Strategy Officer
+Added: (On behalf of the registrant and as Principal Financial Officer)
+Added: August 7, 2026 By:
+Added: Chief Accounting Officer and Vice President – Tax
(Principal Accounting Officer)
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.