Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
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
Period Total Number of Shares Purchased (1) Average
Price Paid
per Share Total Number of
Shares Purchased
as Part of
Publicly Announced
Plans Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Plans (2)
March 30, 2026
through
May 3, 2026 2,742 $6.95 — $35,000,024
May 4, 2026
through
May 31, 2026 894 $8.02 — $35,000,024
June 1, 2026
through
June 28, 2026 — $— — $35,000,024
Total 3,636 $7.21 — $35,000,024
(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.
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Item 6. Exhibits.
EXHIBIT NO. DESCRIPTION
10.1 Emplo yment Letter between The Wendy ’ s Company and Robert D. Wright dated as of M ay 17, 2026 . * **
10.2 Employment Letter between The Wendy’s Company and Steven W. Cirulis dated as of June 19, 2026 .* **
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.**
10.4 Form of Nonqualified Stock Option Award Agreement under The Wendy’s Company 2020 Omnibus Award Plan.* **
10.5 Form of Restricted Stock Unit Award Agreement under The Wendy’s Company 2020 Omnibus Award Plan (Ratable Vesting).* **
10.6 Form of Restricted Stock Unit Award Agreement under The Wendy’s Company 2020 Omnibus Award Plan (Cliff Vesting).* **
31.1 Certification of the Chief Executive Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2 Certification of the Chief Financial Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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.*
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.
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.
_______________
* Filed herewith.
** Identifies a management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE WENDY’S COMPANY
(Registrant)
Date: August 7, 2026
By: /s/ Steven W. Cirulis
Steven W. Cirulis
Chief Financial Officer and Chief Strategy Officer
(On behalf of the registrant and as Principal Financial Officer)
Date: August 7, 2026 By: /s/ Aaron M. Kale
Aaron M. Kale
Chief Accounting Officer and Vice President – Tax
(Principal Accounting Officer)
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