Wendy's WEN Form 10-Q filing Q2 FY2026

Item 1. Financial Statements.

See accompanying notes to condensed consolidated financial statements.

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands Except Per Share Amounts)

See accompanying notes to condensed consolidated financial statements.

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands)

See accompanying notes to condensed consolidated financial statements.

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In Thousands)

See accompanying notes to condensed consolidated financial statements.

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY—CONTINUED

(In Thousands)

See accompanying notes to condensed consolidated financial statements.

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

See accompanying notes to condensed consolidated financial statements.

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(1) Basis of Presentation

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 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”).

The principal 100% owned subsidiary of the Company is Wendy’s International, LLC and its subsidiaries (“Wendy’s”). The Company manages and internally reports its business in the following segments: (1) Wendy’s U.S., (2) Wendy’s International and (3) Global Real Estate & Development. See Note 17 for further information.

We report on a fiscal year consisting of 52 or 53 weeks ending on the Sunday closest to or on December 31. 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.

Our significant interim accounting policies include the recognition of advertising funds expense in proportion to advertising funds revenue.

(2) Revenue

Disaggregation of Revenue

The following tables disaggregate revenue by segment and source:

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Contract Balances

The following table provides information about receivables and contract liabilities (deferred franchise fees) from contracts with customers:

(a)Excludes funds collected from the sale of gift cards, which are primarily reimbursed to franchisees upon redemption at franchised restaurants and do not ultimately result in the recognition of revenue in the Company’s condensed consolidated statements of operations.

(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 $9,053 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:

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

The following table reflects the estimated franchise fees to be recognized in the future related to performance obligations that are unsatisfied at the end of the period:

(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.

(3) Leases

Nature of Leases

The Company operates restaurants that are located on sites owned by us and sites leased by us from third parties. In addition, the Company owns sites and leases sites from third parties, which it leases and/or subleases to franchisees. The Company also leases restaurant, office and transportation equipment. As of June 28, 2026, the nature of restaurants operated by the Company and its franchisees was as follows:

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:

(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:

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

(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

Equity Method Investment

Wendy’s has a 50% share in a partnership in a Canadian restaurant real estate joint venture (“TimWen”) with a subsidiary of Restaurant Brands International Inc., a quick-service restaurant company that owns the Tim Hortons® brand (Tim Hortons is a registered trademark of Tim Hortons USA Inc.). The Company has significant influence over this investee. Such investment is accounted for using the equity method, under which our results of operations include our share of the income of the investee in “Other operating income, net.”

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

(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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(5) Long-Term Debt

Long-term debt consisted of the following:

Other Long-Term Debt

Wendy’s U.S. advertising fund has a revolving line of credit of $15,000, which was established to support the Company’s advertising fund operations and bears interest at the Secured Overnight Financing Rate (“SOFR”) plus 2.25%. Borrowings under the line of credit are guaranteed by Wendy’s. 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. 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

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques under the accounting guidance related to fair value measurements are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. These inputs are classified into the following hierarchy:

• Level 1 Inputs - Quoted prices for identical assets or liabilities in active markets.
• Level 2 Inputs - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
• Level 3 Inputs - Pricing inputs are unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value require significant management judgment or estimation.

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Financial Instruments

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments:

(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. The carrying amounts of accounts and notes receivable, net (both current and non-current) approximate fair value due to the effect of the related allowance for doubtful accounts. Our cash equivalents are the only financial assets measured and recorded at fair value on a recurring basis.

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Non-Recurring Fair Value Measurements

Assets and liabilities remeasured to fair value on a non-recurring basis resulted in impairment that we have recorded to “Impairment of long-lived assets” in our condensed consolidated statements of operations.

Total impairment losses may reflect the impact of remeasuring long-lived assets held and used (including land, buildings, leasehold improvements, favorable lease assets and right-of-use assets) to fair value as a result of (1) the deterioration in operating performance of certain Company-operated restaurants and (2) the Company’s decision to lease and/or sublease the land and/or buildings to franchisees in connection with the sale or anticipated sale of restaurants, including any subsequent lease modifications. The fair values of long-lived assets held and used presented in the tables below represent the remaining carrying value and were estimated based on either discounted cash flows of future anticipated lease and sublease income or discounted cash flows of future anticipated Company-operated restaurant performance. Total impairment losses may also include the impact of remeasuring long-lived assets held for sale. The fair values of long-lived assets held for sale presented in the tables below represent the remaining carrying value and were estimated based on current market values. See Note 12 for further information on impairment of our long-lived assets.

(7) Income Taxes

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 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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(8) Net Income Per Share

The calculation of basic and diluted net income per share was as follows:

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 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

Dividends

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 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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Accumulated Other Comprehensive Loss

The following table provides a rollforward of accumulated other comprehensive loss, which is entirely comprised of foreign currency translation:

(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:

(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.

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(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 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.”

(11) Reorganization and Realignment Costs

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

Organizational Redesign

In February 2023, the Board of Directors approved a plan to redesign the Company’s organizational structure to better support the execution of the Company’s long-term growth strategy by maximizing organizational efficiency and streamlining decision making (the “Organizational Redesign Plan”). 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 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:

(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.

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

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.

Other Reorganization and Realignment Plans

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.

(12) Impairment of Long-Lived Assets

The Company records impairment charges as a result of (1) the deterioration in operating performance of certain Company-operated restaurants, (2) the Company’s decision to lease and/or sublease properties to franchisees in connection with the sale or anticipated sale of Company-operated restaurants, including any subsequent lease modifications and (3) classifying surplus properties as held for sale.

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:”

(13) Supplemental Cash Flow Information

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

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:

(14) Guarantees and Other Commitments and Contingencies

Except as described below, the Company did not have any significant changes in guarantees and other commitments and contingencies during the current fiscal period since those reported in the Form 10-K. Refer to the Form 10-K for further information regarding the Company’s additional commitments and obligations.

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 $99,500 as of June 28, 2026. These leases extend through 2045. 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 June 28, 2026.

Letters of Credit

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. We do not expect any material loss to result from these letters of credit.

(15) Transactions with Related Parties

Except as described below, the Company did not have any significant changes in or transactions with its related parties during the current fiscal period since those reported in the Form 10-K.

TimWen Lease and Management Fee Payments

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 $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

Certain family members and/or affiliates of Mr. Nelson Peltz, our former Chairman and Chairman Emeritus, Mr. 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 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 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

Ms. Kristin Dolan, a director of the Company until May 2026, serves as the Chief Executive Officer of AMC Networks Inc. (“AMC”). 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 June 28, 2026 and December 28, 2025.

(16) Legal and Environmental Matters

The Company is involved in litigation and claims incidental to our business. We provide accruals for such litigation and claims when we determine it is probable that a liability has been incurred and the loss is reasonably estimable. The Company believes it has adequate accruals for all of its legal and environmental matters. We cannot estimate the aggregate possible range of loss for our existing litigation and claims due to various reasons, including, but not limited to, many proceedings being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur and significant factual matters unresolved. In addition, most cases seek an indeterminate amount of damages and many involve multiple parties. 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.

(17) Segment Information

Wendy’s U.S. revenue, significant segment expenses and segment adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) are as follows:

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:

(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.

Global Real Estate & Development revenue, significant segment expenses and segment adjusted EBITDA are as follows:

(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:

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

(18) New Accounting Standards

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the Financial Accounting Standards Board (“FASB”) issued an amendment to provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets for revenue arising from contracts with customers. The Company adopted this amendment during the first quarter of 2026 and has elected the practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the receivables when estimating expected credit losses. The adoption of this amendment did not have a material impact on our condensed consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Introduction

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of The Wendy’s Company (“The Wendy’s Company” and, together with its subsidiaries, the “Company,” “we,” “us,” or “our”) should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes included elsewhere within this report and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 (the “Form 10-K”). There have been no material changes as of June 28, 2026 to the application of our critical accounting policies as described in Item 7 of the Form 10-K. Certain statements we make under this Item 2 constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. See “Special Note Regarding Forward-Looking Statements and Projections” in “Part II. Other Information” of this report. You should consider our forward-looking statements in light of the risks discussed in “Item 1A. Risk Factors” in “Part II. Other Information” of this report and our unaudited condensed consolidated financial statements, related notes and other financial information appearing elsewhere in this report, the Form 10-K and our other filings with the Securities and Exchange Commission (the “SEC”).

The Wendy’s Company is the parent company of its 100% owned subsidiary holding company, Wendy’s Restaurants, LLC (“Wendy’s Restaurants”). Wendy’s Restaurants is the parent company of Wendy’s International, LLC (formerly known as Wendy’s International, Inc). Wendy’s International, LLC is the indirect parent company of (1) Quality Is Our Recipe, LLC (“Quality”), which is the owner and franchisor of the Wendy’s restaurant system in the United States (the “U.S.”) and all international jurisdictions except for Canada, and (2) Wendy’s Restaurants of Canada Inc., which is the owner and franchisor of the Wendy’s restaurant system in Canada. As used herein, unless the context requires otherwise, the term “Company” refers to The Wendy’s Company and its direct and indirect subsidiaries, and “Wendy’s” refers to Quality when the context relates to the ownership or franchising of the Wendy’s restaurant system and to Wendy’s International, LLC when the context refers to the Wendy’s brand.

Wendy’s is primarily engaged in the business of operating, developing and franchising a system of distinctive quick-service restaurants serving high quality food. Wendy’s opened its first restaurant in Columbus, Ohio in 1969. Today, Wendy’s is one of the largest quick-service restaurant companies in the hamburger sandwich segment in the U.S. based on traffic and dollar share, and the third largest globally with 7,180 restaurants in the U.S. and 38 foreign countries and U.S. territories as of June 28, 2026.

Each Wendy’s restaurant offers an extensive menu specializing in hamburger sandwiches and featuring chicken sandwiches, which are prepared to order with the customer’s choice of toppings and condiments. Wendy’s menu also includes chicken tenders and nuggets, chili, french fries, baked potatoes, salads, soft drinks, Frosty® desserts and kids’ meals. In addition, Wendy’s restaurants sell a variety of promotional products on a limited time basis. Wendy’s also offers breakfast in the U.S. and Canada. Wendy’s breakfast menu features a variety of breakfast sandwiches such as the Breakfast Baconator® and sides such as seasoned potatoes.

The Company is comprised of the following segments: (1) Wendy’s U.S., (2) Wendy’s International and (3) Global Real Estate & Development. Wendy’s U.S. includes the operation and franchising of Wendy’s restaurants in the U.S. and derives its revenues from sales at Company-operated restaurants and royalties, fees and advertising fund collections from franchised restaurants. Wendy’s International includes the operation and franchising of Wendy’s restaurants in countries and territories other than the U.S. and derives its revenues from sales at Company-operated restaurants and royalties, fees and advertising fund collections from franchised restaurants. Global Real Estate & Development includes real estate activity for owned sites and sites leased from third parties, which are leased and/or subleased to franchisees, and also includes our share of the income of our TimWen real estate joint venture. In addition, Global Real Estate & Development earns fees from facilitating franchisee-to-franchisee restaurant transfers (“Franchise Flips”) and providing other development-related services to franchisees. In this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Company reports on the segment profit for each of the three segments described above. The Company measures segment profit using segment adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”). Segment adjusted EBITDA excludes certain unallocated general and administrative expenses and other items that vary from period to period without correlation to the Company’s core operating performance. See “Results of Operations” below and Note 17 to the Condensed Consolidated Financial Statements contained in Item 1 herein for segment financial information.

The Company’s fiscal reporting periods consist of 52 or 53 weeks ending on the Sunday closest to December 31. 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.

Executive Overview

Our Business

As of June 28, 2026, the Wendy’s restaurant system was comprised of 7,180 restaurants, with 5,724 Wendy’s restaurants in operation in the U.S. Of the U.S. restaurants, 420 were operated by the Company and 5,304 were operated by a total of 206 franchisees. In addition, at June 28, 2026, there were 1,456 Wendy’s restaurants in operation in 38 foreign countries and U.S. territories. Of the international restaurants, 1,446 were operated by a total of 116 franchisees and 10 were operated by the Company in the United Kingdom (the “U.K.”).

The revenues from our restaurant business are derived from two principal sources: (1) sales at Company-operated restaurants and (2) franchise-related revenues, including royalties, national advertising funds contributions, rents and franchise fees received from Wendy’s franchised restaurants.

Wendy’s operating results are impacted by a number of external factors, including commodity costs, labor costs, intense price competition, unemployment and consumer spending levels, general economic and market trends and weather.

While it evaluates its strategy, the Company is taking action across five areas: rebuilding a quality menu at compelling value, marketing that drives demand, operational excellence, a digital experience that builds frequency and restaurants as an engine for growth.

During the second quarter of 2026, the Company learned that its franchise partner in China had experienced leadership changes and the parties amended the previously disclosed franchise agreement to provide for a termination right for either party without liability prior to December 12, 2026.

Key Business Measures

We track our results of operations and manage our business using the following key business measures:

• Same-Restaurant Sales – We report same-restaurant sales commencing after new restaurants have been open for 15 continuous months and as soon as reimaged restaurants reopen. Restaurants temporarily closed for more than one week are excluded from same-restaurant sales. This methodology is consistent with the metric used by our management for internal reporting and analysis. The table summarizing same-restaurant sales below in “Results of Operations” provides the same-restaurant sales percent changes.
• Company-Operated Restaurant Margin – We define Company-operated restaurant margin as sales from Company-operated restaurants less cost of sales divided by sales from Company-operated restaurants. Cost of sales includes food and paper, restaurant labor and occupancy, advertising and other operating costs. Cost of sales excludes certain costs that support restaurant operations that are not allocated to individual restaurants, which are included in “General and administrative.” Cost of sales also excludes depreciation and amortization expense and impairment of long-lived assets. Therefore, as Company-operated restaurant margin as presented excludes certain costs as described above, its usefulness may be limited and may not be comparable to other similarly titled measures of other companies in our industry.

Company-operated restaurant margin is influenced by factors such as menu prices, the effectiveness of our advertising and marketing initiatives, featured products, product mix, fluctuations in food and labor costs, restaurant openings, remodels and closures and the level of our fixed and semi-variable costs.

• Systemwide Sales – Systemwide sales includes sales by both Company-operated restaurants and franchised restaurants. Franchised restaurants’ sales are reported by our franchisees and represent their revenues from sales at franchised Wendy’s restaurants. The Company’s condensed consolidated financial statements do not include sales by franchised restaurants to their customers. The Company’s royalty and advertising funds revenues are computed as

percentages of sales made by Wendy’s franchisees. As a result, sales by Wendy’s franchisees have a direct effect on the Company’s royalty and advertising funds revenues and profitability.

The Company calculates same-restaurant sales and systemwide sales growth on a constant currency basis. Constant currency results exclude the impact of foreign currency translation and are derived by translating current year results at prior year average exchange rates. The Company believes excluding the impact of foreign currency translation provides better year over year comparability.

Same-restaurant sales and systemwide sales exclude sales from Argentina due to that country’s highly inflationary economy. The Company considers economies that have had cumulative inflation in excess of 100% over a three-year period as highly inflationary.

The Company believes its presentation of same-restaurant sales, Company-operated restaurant margin and systemwide sales provide a meaningful perspective of the underlying operating performance of the Company’s current business and enables investors to better understand and evaluate the Company’s historical and prospective operating performance. The Company believes that these metrics are important supplemental measures of operating performance because they highlight trends in the Company’s business that may not otherwise be apparent when relying solely on our condensed consolidated financial statements. The Company believes investors, analysts and other interested parties use these metrics in evaluating issuers and that the presentation of these measures facilitates a comparative assessment of the Company’s operating performance. With respect to same-restaurant sales and systemwide sales, the Company also believes that the data is useful in assessing consumer demand for the Company’s products and the overall success of the Wendy’s brand.

Second Quarter Highlights

• Global systemwide sales were $3.42 billion in the second quarter of 2026 compared with $3.66 billion in the second quarter of 2025, a decrease of 6.5% on a constant currency basis;
• International systemwide sales were $546.7 million in the second quarter of 2026 compared with $528.9 million in the second quarter of 2025, an increase of 3.4% on a constant currency basis;
• Revenues increased 1.7% to $570.6 million in the second quarter of 2026 compared with $560.9 million in the second quarter of 2025;
• Global same-restaurant sales decreased 6.3%, U.S. same-restaurant sales decreased 7.0% and international same-restaurant sales decreased 2.3% compared with the second quarter of 2025;
• Global Company-operated restaurant margin was 13.6% in the second quarter of 2026, a decrease of 200 basis points compared with the second quarter of 2025;
• Income before income taxes decreased 36.0% to $48.6 million in the second quarter of 2026 compared with $75.9 million in the second quarter of 2025;
• Digital sales increased to approximately 23.7% of global systemwide sales in the second quarter of 2026 compared with approximately 20.5% in the second quarter of 2025; and
• Systemwide restaurant count decreased by 71 net restaurants in the second quarter of 2026.

Year-to-Date Highlights

• Global systemwide sales were $6.64 billion in the first six months of 2026 compared with $7.05 billion in the first six months of 2025, a decrease of 6.0% on a constant currency basis;
• International systemwide sales were $1.06 billion in the first six months of 2026 compared with $1.00 billion in the first six months of 2025, an increase of 4.6% on a constant currency basis;
• Revenues increased 2.5% to $1.11 billion in the first six months of 2026 compared with $1.08 billion in the first six months of 2025;
• Global same-restaurant sales decreased 6.5%, U.S. same-restaurant sales decreased 7.4% and international same-restaurant sales decreased 1.4% compared with the first six months of 2025;
• Global Company-operated restaurant margin was 12.3% in the first six months of 2026, a decrease of 270 basis points compared with the first six months of 2025;
• Income before income taxes decreased 36.8% to $82.7 million in the first six months of 2026 compared with $130.8 million in the first six months of 2025;
• Digital sales increased to approximately 23.6% of global systemwide sales in the first six months of 2026 compared with approximately 20.4% in the first six months of 2025; and
• Systemwide restaurant count decreased by 217 net restaurants in the first six months of 2026.

Results of Operations

The tables included throughout this Results of Operations section set forth in millions the Company’s condensed consolidated results of operations for the second quarter and the first six months of 2026 and 2025.

The table below presents certain of the Company’s key business measures, which are defined and further discussed in the “Executive Overview” section included herein.

(a)Excludes Argentina due to the impact of that country’s highly inflationary economy.

(b)During the second quarter of 2026 and 2025, global systemwide sales decreased 6.5% and 1.8%, respectively, U.S. systemwide sales decreased 8.2% and 3.3%, respectively, and international systemwide sales increased 3.4% and 8.7%, respectively, on a constant currency basis. During the first six months of 2026 and 2025, global systemwide sales decreased 6.0% and 1.4%, respectively, U.S. systemwide sales decreased 7.7% and 3.0%, respectively, and international systemwide sales increased 4.6% and 8.8%, respectively, on a constant currency basis.

The increase in sales during the second quarter and the first six months of 2026 was primarily due to (1) the impact of the Company’s acquisition of franchise-operated restaurants during the third quarter of 2025 of $15.8 million and $29.4 million, respectively, and (2) net new restaurant development of $2.9 million and $5.9 million, respectively. During the second quarter and the first six months of 2026, these impacts were partially offset by (1) a 4.3% and 4.5% decrease in global Company-operated same-restaurant sales of $9.2 million and $18.6 million, respectively, and (2) the impact of the sale of Company-operated restaurants to franchisees of $3.2 million and $5.2 million, respectively. Company-operated same-restaurant sales during the second quarter and the first six months of 2026 decreased due to a decrease in traffic, partially offset by higher average check.

Franchise royalty revenue during the second quarter and the first six months of 2026 decreased primarily due to a 6.4% and 6.7% decrease in global franchise same-restaurant sales, respectively. Franchise same-restaurant sales during the second quarter and the first six months of 2026 decreased due to a decrease in traffic, partially offset by higher average check.

The increase in franchise fees during the second quarter and the first six months of 2026 was primarily due to the impact of system optimization related to restaurant closures and hours of operation flexibility.

The decrease in franchise rental income during the second quarter and the first six months of 2026 was primarily due to (1) the impact of assigning certain existing leases to franchisees of $5.3 million and $6.1 million, respectively, and (2) amending certain existing leases during the second quarter of 2026 of $1.0 million. During the second quarter and the first six months of 2026, these changes were partially offset by entering into new leases of $0.5 million and $1.2 million, respectively.

The increase in advertising funds revenue during the second quarter and the first six months of 2026 was primarily due to (1) local and regional advertising funds being reallocated to U.S. national advertising of approximately $16.0 million and $30.0 million, respectively, and (2) non-recurring incentives earned from a vendor during the second quarter of 2026 of $11.5 million. During the second quarter and the first six months of 2026, these increases were partially offset by a decrease in franchise same-restaurant sales of approximately $9.0 million and $16.0 million, respectively.

The increase in cost of sales, as a percent of sales, during the second quarter and the first six months of 2026 was primarily due to (1) a decrease in traffic, (2) higher commodity costs and (3) an increase in restaurant labor rates. These changes were partially offset by (1) higher average check and (2) labor efficiencies.

The increase in franchise support and other costs during the second quarter and the first six months of 2026 was primarily due to an increase in the provision for doubtful accounts.

The decrease in franchise rental expense during the second quarter and the first six months of 2026 was primarily due to (1) the impact of assigning certain leases to franchisees, (2) amending certain existing leases and (3) lease terminations.

On an interim basis, advertising funds expense is recognized in proportion to advertising funds revenue. The increase in advertising funds expense during the second quarter and the first six months of 2026 was primarily due to the same factors as described above for “Advertising Funds Revenue.”

The increase in general and administrative expenses during the second quarter and the first six months of 2026 was primarily due to investments in (1) professional services and (2) employee compensation and benefits.

The increase in depreciation and amortization during the second quarter and the first six months of 2026 was primarily due to (1) depreciation and amortization on restaurant assets acquired from a franchisee during the third quarter of 2025 and (2) asset additions for new and remodeled restaurants.

The increase in amortization of cloud computing arrangements during the second quarter and the first six months of 2026 was primarily due to amortization of assets associated with the Company’s digital investments.

System optimization gains, net during the second quarter and the first six months of 2026 were primarily comprised of gains on the sale of surplus and other properties. See Note 10 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further discussion.

During the first six months of 2026 and 2025, the Company recognized costs under the Organizational Redesign Plan of $(0.2) million and $(0.8) million, respectively, which primarily included reversals of severance accruals resulting from changes in estimates. See Note 11 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information on the Organizational Redesign Plan.

The increase in impairment of long-lived assets during the second quarter was primarily due to higher impairment charges resulting from the deterioration in operating performance of certain Company-operated restaurants. The increase in impairment of long-lived assets during the first six months of 2026 was primarily due to (1) losses from the remeasurement to fair value of assets leased and/or subleased to franchisees in connection with the closure of franchise-operated restaurants and (2) higher impairment charges resulting from the deterioration in operating performance of certain Company-operated restaurants.

The increase in other operating income, net during the second quarter of 2026 was primarily due to an increase in lease buyout activity. The increase in other operating income, net during the first six months of 2026 was primarily due to (1) an increase in lease buyout activity and (2) gains on new and modified sales-type leases. During the first six months of 2026, these increases were partially offset by the settlement of a claim during the prior year.

The increase in interest expense, net during the second quarter and the first six months of 2026 was primarily due to the impact of completing the refinancing of a portion of the Company’s securitized financing facility in the fourth quarter of 2025.

During the first six months of 2025, the Company recorded a loss of $1.7 million due to impairment charges for the difference between the estimated fair value and the carrying value of an investment in equity securities.

The increase in other income, net during the second quarter of 2026 was primarily due to an increase in interest income, reflecting (1) interest earned on accounts receivable from a franchisee and (2) interest income related to a tax refund. The decrease in other income, net during the first six months of 2026 was primarily due to a decrease in interest income, reflecting (1) lower interest rates and (2) lower balances of cash equivalents. These decreases were partially offset by interest earned on accounts receivable from a franchisee.

The increase in the effective tax rate for the second quarter and the first six months of 2026 was primarily due to the tax effects of our foreign operations and lower income before income taxes.

Segment Information

See Note 17 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information regarding the Company’s segments.

Wendy’s U.S.

The increase in Wendy’s U.S. revenues during the second quarter and the first six months of 2026 was primarily due to (1) higher advertising fund revenue, (2) the impact of the Company’s acquisition of 35 franchise-operated restaurants in the third quarter of 2025, and (3) an increase in franchise fees. These impacts were partially offset by a decrease in same-restaurant sales. Same-restaurant sales decreased during the second quarter and the first six months of 2026 primarily due to a decrease in traffic, partially offset by higher average check.

The decrease in Wendy’s U.S. segment profit during the second quarter and the first six months of 2026 was primarily due to (1) higher advertising fund expenses, (2) higher cost of sales, as a percent of sales, for Company-operated restaurants, driven by the same factors as described above for “Cost of Sales, as a Percent of Sales,” and (3) higher franchise support and other costs. These changes were partially offset by higher revenues.

Wendy’s International

The increase in Wendy’s International revenues during the second quarter and the first six months of 2026 was primarily due to (1) an increase in franchise fees and (2) net new restaurant development. These impacts were partially offset by a decrease in same-restaurant sales. Same-restaurant sales decreased during the second quarter and the first six months of 2026 primarily due to a decrease in traffic, partially offset by higher average check.

The decrease in Wendy’s International segment profit during the second quarter and the first six months of 2026 was primarily due to (1) an increase in franchise support and other costs and (2) higher general and administrative expenses. These

impacts were partially offset by (1) higher revenues and (2) lower cost of sales, as a percent of sales, for Company-operated restaurants.

Global Real Estate & Development

The decrease in Global Real Estate & Development revenues during the second quarter and the first six months of 2026 was primarily due to a decrease in franchise rental income, driven by the same factors as described above for “Franchise Rental Income.”

The increase in Global Real Estate & Development segment profit during the second quarter and the first six months of 2026 was primarily due to (1) an increase in lease buyout activity and (2) entering into new leases. These changes were partially offset by the impact of assigning certain existing leases to franchisees. During the first six months of 2026, Global Real Estate & Development segment profit also increased due to gains on new and modified sales-type leases.

Liquidity and Capital Resources

As of June 28, 2026, cash, cash equivalents and restricted cash totaled $394.8 million. In addition, the Company maintains a revolving financing facility, which allows for the drawing of up to $300.0 million. Based on current levels of operations, the Company expects that available cash and cash flows from operations will provide sufficient liquidity to meet operating cash requirements for the next 12 months.

We currently believe we have the ability to pursue additional sources of liquidity if needed or desired to fund operating cash requirements or for other purposes. However, there can be no assurance that additional liquidity will be readily available or available on terms acceptable to us.

Stock Repurchases

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 (the “January 2023 Authorization”). During the six months ended June 28, 2026, no shares were repurchased under the January 2023 Authorization. As of June 28, 2026, the Company had $35.0 million of availability remaining under the January 2023 Authorization.

Dividends

On March 16, 2026 and June 15, 2026, the Company paid quarterly cash dividends per share of $.14, aggregating $53.3 million. On August 7, 2026, the Company announced a dividend of $.07 per share to be paid on September 15, 2026 to stockholders of record as of September 1, 2026. If the Company pays regular quarterly cash dividends for the remainder of 2026 at the same rate declared in the third quarter of 2026, the Company’s total cash requirement for dividends for the remainder of 2026 will be approximately $26.7 million based on the number of shares of its common stock outstanding at July 31, 2026. The Company currently intends to continue to declare and pay quarterly cash dividends; however, there can be no assurance that any additional quarterly dividends will be declared or paid or of the amount or timing of such dividends, if any.

Long-Term Debt, Including Current Portion

Wendy’s U.S. advertising fund has a revolving line of credit of $15.0 million, which was established to support the Company’s advertising fund operations. During the three months ended March 29, 2026, the Company borrowed and repaid $11.5 million under the revolving line of credit, then subsequently borrowed and repaid $3.6 million under the revolving line of credit. During the three months ended June 28, 2026, the Company borrowed and repaid $2.7 million 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 $25.0 million.

Except as described above, there were no material changes to the Company’s debt obligations since December 28, 2025. The Company was in compliance with its debt covenants as of June 28, 2026. See Note 5 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information related to our long-term debt obligations.

Cash Flows from Operating, Investing and Financing Activities

The table below summarizes our cash flows from operating, investing and financing activities for the first six months of 2026 and 2025:

Operating Activities

Cash provided by operating activities consists primarily of net income, adjusted for non-cash expenses such as depreciation and amortization, deferred income tax and share-based compensation, and the net change in operating assets and liabilities. Cash provided by operating activities was $160.0 million and $146.0 million in the first six months of 2026 and 2025, respectively. The change was primarily due to (1) a decrease in cash paid for income taxes and (2) the timing of payments for marketing expenses of the national advertising funds. These changes were partially offset by (1) lower net income, adjusted for non-cash expenses and (2) the timing of the collection of royalty receivables.

Investing Activities

Cash used in investing activities was $37.8 million and $52.3 million in the first six months of 2026 and 2025, respectively. The change was primarily due to (1) a decrease in capital expenditures of $7.6 million and (2) a decrease in expenditures associated with the Company’s franchise development fund of $5.5 million.

Financing Activities

Cash used in financing activities was $82.7 million and $272.7 million in the first six months of 2026 and 2025, respectively. The change was primarily due to (1) a decrease in repurchases of the Company’s common stock of $184.6 million and (2) a decrease in dividends of $22.9 million. These changes were partially offset by a net increase in cash used in long-term debt activities of $15.3 million, reflecting the impact of proceeds and repayments under the Company’s U.S. advertising fund revolving line of credit.

General Inflation, Commodities and Changing Prices

Inflationary pressures on labor and commodity price increases directly impacted our consolidated results of operations during the six months ended June 28, 2026, and we anticipate continued labor and commodity inflation throughout the remainder of 2026. We attempt to manage any inflationary costs and commodity price increases through selective menu price increases, product mix and focused execution of operational excellence. Delays in implementing such menu price increases and competitive pressures may limit our ability to recover such cost increases in the future. Inherent volatility experienced in certain commodity markets, such as those for beef, chicken, eggs, pork, dairy and grains, could have a significant effect on our results of operations and may have an adverse effect on us in the future. The extent of any impact will depend on our ability to manage such volatility through selective menu price increases, product mix and focused execution of operational excellence.

Seasonality

Wendy’s restaurant operations are moderately seasonal. Wendy’s average restaurant sales are normally higher during the summer months than during the winter months. Because our business is moderately seasonal, results for a particular quarter are not necessarily indicative of the results that may be achieved for any other quarter or for the full fiscal year.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As of June 28, 2026 there were no material changes from the information contained in the Company’s Form 10-K for the fiscal year ended December 28, 2025.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The management of the Company, under the supervision and with the participation of the 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 June 28, 2026. Based on such evaluations, the Chief Executive Officer and Chief Financial Officer concluded that as of June 28, 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 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 second 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

There are inherent limitations in the effectiveness of any control system, including the potential for human error and the possible circumvention or overriding of controls and procedures. Additionally, judgments in decision-making can be faulty and breakdowns can occur because of a simple error or mistake. An effective control system can provide only reasonable, not absolute, assurance that the control objectives of the system are adequately met. Accordingly, the management of the Company, including its Chief Executive Officer and Chief Financial Officer, does not expect that the control system can prevent or detect all error or fraud. Finally, projections of any evaluation or assessment of effectiveness of a control system to future periods are subject to the risks that, over time, controls may become inadequate because of changes in an entity’s operating environment or deterioration in the degree of compliance with policies or procedures.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is involved in litigation and claims incidental to our business. We provide accruals for such litigation and claims when we determine it is probable that a liability has been incurred and the loss is reasonably estimable. The Company believes it has adequate accruals for all of its legal and environmental matters. We cannot estimate the aggregate possible range of loss for our existing litigation and claims due to various reasons, including, but not limited to, many proceedings being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur, and significant factual matters unresolved. In addition, most cases seek an indeterminate amount of damages and many involve multiple parties. 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.

Item 1A. Risk Factors.

In addition to the information contained in this report, you should carefully consider the risk factors disclosed in our Form 10-K, which could materially affect our business, financial condition or future results. Except as described elsewhere in this report, there have been no material changes from the risk factors previously disclosed in our Form 10-K.

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

(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.

Item 6. Exhibits.

* Filed herewith.

** Identifies a management contract or compensatory plan or arrangement.