Wendy's reports $15.09 million net income for Q3 2026

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For the quarterly period ended June 28, September 27, 2026

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There were 190,669,930 191,242,899 shares of The Wendy's Company common stock outstanding as of July 31, October 29, 2026.

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Financial statements 153 changes

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Restricted cash 38,786 39,207

Inventories 7,036 7,387

Properties 895,598 937,795

Cash and cash equivalents $ 341,211 373,704 $ 300,833

Restricted cash 39,381 39,207

Accounts and notes receivable, net 109,247 102,575 117,333

Inventories 6,565 7,387

Prepaid expenses and other current assets 78,922 77,552 55,412

Advertising funds restricted assets 102,897 93,333 97,867

Total current assets 678,099 693,110 618,039

Properties 881,879 937,795

Finance lease assets 319,808 321,154 312,844

Operating lease assets 582,630 569,299 642,589

Goodwill 773,119 773,194 774,088

Other intangible assets 1,147,228 1,142,269 1,170,671

Investments 22,988 22,272 25,227

Net investment in sales-type and direct financing leases 276,853 272,939 284,891

Other assets 187,893 187,741 190,417

Total assets $ 4,884,216 4,863,857 $ 4,956,561

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Accounts payable 21,440 30,450

Other liabilities 72,054 74,894

Current portion of finance lease liabilities 27,538 28,105 26,673

Current portion of operating lease liabilities 51,953 52,724 51,119

Accounts payable 22,787 30,450

Accrued expenses and other current liabilities 124,713 141,497 116,655

Advertising funds restricted liabilities 102,078 92,176 96,454

Total current liabilities 357,472 367,039 351,101

Long-term debt 2,719,239 2,712,727 2,730,502

Long-term finance lease liabilities 647,637 647,673 646,715

Long-term operating lease liabilities 596,408 581,740 660,257

Deferred income taxes 289,268 280,301 287,753

Deferred franchise fees 81,671 80,078 87,956

Other liabilities 69,846 74,894

Total liabilities 4,763,749 4,739,404 4,839,178

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Retained earnings 437,099 435,124

470,424 shares issued; 190,639 191,215 and 190,324 shares outstanding, respectively

Additional paid-in capital 2,990,095 2,984,213 2,986,150

Retained earnings 438,810 435,124

Common stock held in treasury, at cost; 279,785 279,209 and 280,100 shares, respectively ( 3,283,017 3,275,436 ) ( 3,286,965 )

Accumulated other comprehensive loss ( 70,752 70,176 ) ( 63,968 )

Total stockholders' equity 120,467 124,453 117,383

Total liabilities and stockholders' equity $ 4,884,216 4,863,857 $ 4,956,561

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

Franchise royalty revenue and fees 149,771 156,300 297,666 301,448

Franchise rental income 53,363 60,411 112,267 118,865

Advertising funds revenue 127,421 111,365 235,762 211,725

Cost of sales 207,275 196,521 408,324 384,690

Franchise support and other costs 22,566 17,069 44,557 33,665

Franchise rental expense 28,039 32,630 58,215 63,331

Advertising funds expense 127,879 111,374 236,494 212,902

General and administrative 66,161 59,485 139,004 127,689

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

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

Other operating income, net ( 5,734 ) ( 2,929 ) ( 10,814 ) ( 9,316 )

Operating profit 79,284 104,260 144,205 187,386

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

Three Months Ended Six Nine Months Ended

Sales $ 234,865 $ 233,154 $ 700,378 $ 685,517

Franchise royalty revenue and fees 142,300 152,010 439,966 453,458

Franchise rental income 58,455 57,339 170,722 176,204

Advertising funds revenue 111,373 107,013 347,135 318,738

Cost of sales 208,262 204,259 616,586 588,949

Franchise support and other costs 26,874 17,519 71,431 51,184

Franchise rental expense 30,420 30,941 88,635 94,272

Advertising funds expense 110,047 107,681 346,541 320,583

General and administrative 73,135 57,909 212,139 185,598

Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below) 38,061 36,990 78,636 73,539 39,907 38,393 118,543 111,932

Amortization of cloud computing arrangements 5,036 5,226 14,375 13,449

Portfolio and system optimization gains, net ( 3,689 ) ( 29 ) ( 5,981 ) ( 326 )

Reorganization and realignment costs 2,794 316 2,642 ( 202 )

Impairment of long-lived assets 1,725 2,257 7,417 5,364

Other operating income, net ( 3,325 ) ( 7,005 ) ( 14,139 ) ( 16,321 )

Operating profit 55,807 92,049 200,012 279,435

Interest expense, net ( 33,576 ) ( 31,543 ) ( 101,532 ) ( 93,965 )

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Other income, net 3,133 2,585 6,483 7,571

Income before income taxes 48,567 75,900 82,732 130,817

Provision for income taxes ( 15,951 ) ( 20,790 ) ( 27,404 ) ( 36,475 )

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

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and 73 more changes in the filing

Notes to the financial statements 26 changes

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

Reconciliation of cash, cash equivalents and restricted cash at end of period:

Cash and cash equivalents $ 341,211 $ 300,833

Restricted cash 38,786 39,207

Restricted cash, included in Advertising funds restricted assets 14,783 17,632

Total cash, cash equivalents and restricted cash $ 394,780 $ 357,672 (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.

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.

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

Accumulated Other Comprehensive Loss

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

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

Foreign currency translation

Balance at end of period $ ( 70,176 ) $ ( 67,440 )

Stockholder Rights Plan

On November 4, 2026, the Board of Directors (excluding the directors affiliated with Trian Fund Management, L.P.) adopted a stockholder rights plan and authorized and declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of the Company's common stock to stockholders of record at the close of business on November 16, 2026. The Rights will generally become exercisable if a person or group acquires beneficial ownership of 15 % or more of the outstanding shares of the Company's common stock or if a person or group that currently beneficially owns 15 % or more of the outstanding shares of the Company's common stock acquires additional shares (in each case, including in economic exposure through certain derivatives contracts as described in the Rights Agreement), in each case, without the approval of the Board of Directors or the committee of independent, disinterested directors of the Company, subject to certain exceptions. If the Rights become exercisable, all holders of Rights (other than the triggering person or group) will be entitled to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, $ 0.10 par value per share, of the Company (the "Preferred Shares") at a purchase price of $ 37.00 per one one-thousandth of a Preferred Share, subject to adjustment as provided in the Rights Agreement (as defined below). The terms of the Rights are set forth in the Rights Agreement, dated as of November 4, 2026, by and between the Company and Equiniti Trust Company, LLC, as rights agent (the "Rights Agreement"). The Rights will expire on November 3, 2027, unless the Rights are earlier redeemed or exchanged by the Company.

(12) Portfolio and System Optimization Gains, Net

During the third quarter of 2026, the Company established Dave's Way , a multi-year strategy focused on growing customer traffic and market share while strengthening restaurant profitability. In support of this strategy, the Company launched a new portfolio optimization initiative focused on strengthening franchisee economics, aligning restaurants with high-performing operators and creating greater long-term value across the system. The new portfolio optimization initiative has replaced the Company's prior system optimization initiative. While the Company's prior system optimization initiative was established to focus on opportunities to transition certain Company-operated restaurants to franchise operators, the portfolio optimization initiative takes a broader, more strategic approach to optimizing the Wendy's restaurant portfolio in the United States, with an increased focus on restaurant and franchisee performance and long-term value creation. Although the strategic focus of the portfolio optimization initiative differs from that of the prior system optimization initiative, the nature of the activities and associated costs are consistent as both initiatives involve transactions such as evaluating strategic acquisitions of franchised restaurants, pursuing strategic dispositions of Company-operated restaurants to existing and new franchisees, facilitating franchisee-to-franchisee restaurant transfers ("Franchise Flips"), working with franchisees and lenders to optimize their restaurant portfolios and, at times, closing certain underperforming restaurants. Through these activities, the Company seeks to optimize restaurant ownership structures, strengthen the franchisee base, support franchisee economics and drive sustainable system growth.

During the nine months ended September 27, 2026 and September 28, 2025, the Company facilitated 69 and one Franchise Flips, respectively. Additionally, during the nine months ended September 27, 2026 and September 28, 2025, the Company completed the sale of four and five Company-operated restaurants to franchisees, respectively.

Gains and losses recognized on dispositions for both our prior system optimization initiative and the current portfolio optimization initiative are recorded to "Portfolio and system optimization gains, net" in our condensed consolidated statements

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MD&A 5 changes

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, September 27, 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").

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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 7,194 restaurants in the U.S. and 38 foreign countries and U.S. territories as of June 28, September 27, 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 some restaurants 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 19 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 nine-month periods presented herein contain 13 weeks and 26 39 weeks, respectively. All references to years, quarters and months relate to fiscal periods rather than calendar periods.

Business 299 changes

As of June 28, September 27, 2026, the Wendy's restaurant system was comprised of 7,180 7,194 restaurants, with 5,724 5,711 Wendy's restaurants in operation in the U.S. Of the U.S. restaurants, 420 422 were operated by the Company and 5,304 5,289 were operated by a total of 206 204 franchisees. In addition, at June 28, September 27, 2026, there were 1,456 1,483 Wendy's restaurants in operation in 38 foreign countries and U.S. territories. Of the international restaurants, 1,446 1,473 were operated by a total of 116 franchisees and 10 were operated by the Company in the United Kingdom (the "U.K.").

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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.

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. Further, recent operating results have contributed to financial pressure for certain of our franchisees, which has affected, and may continue to affect, the timing of franchisee payments, and have resulted and may continue to result in payment delays and deferrals. See Note 2 to the Condensed Consolidated Financial Statements contained in Item 1 herein and "Item 1A. Risk Factors" in "Part II. Other Information" for further information.

As we continue to evolve our strategic priorities, certain actions previously undertaken as part of the Company's former initiative, Project Fresh , have been incorporated into the broader strategy built on the Company's foundation of delivering high-quality food, compelling value and a differentiated customer experience. The Company recently announced Dave's Way , its multi-year strategy focused on growing customer traffic and market share while strengthening restaurant profitability. The five strategic pillars of Dave's Way include: (1) Our Menu with Quality Food at Real Value; (2) Distinct Branding and Marketing to Drive Demand; (3) Operational Excellence that Delights Customers; (4) A Winning Digital Experience to Build Frequency and (5) Restaurants as an Engine for Growth.

On November 5, 2026, the Company announced a revision to the breakfast strategy to be location specific, which makes breakfast optional for all U.S. restaurants, allowing franchisees to focus on the dayparts with the greatest opportunity for profitable growth in their business.

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• 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;

Second Third Quarter Highlights

• Global systemwide sales were $3.42 $3.33 billion in the second third quarter of 2026 compared with $3.66 $3.54 billion in the second third quarter of 2025, a decrease of 6.5% 5.9% on a constant currency basis;

• International systemwide sales were $546.7 $549.4 million in the second third quarter of 2026 compared with $528.9 $534.0 million in the second third quarter of 2025, an increase of 3.4% 3.5% on a constant currency basis;

• Revenues were relatively flat at $547.0 million in the third quarter of 2026 compared with $549.5 million in the third quarter of 2025;

• Global same-restaurant sales decreased 6.3%, 5.2%, U.S. same-restaurant sales decreased 7.0% 5.7% and international same-restaurant sales decreased 2.3% 2.2% compared with the second third quarter of 2025;

• Global Company-operated restaurant margin was 13.6% 11.3% in the second third quarter of 2026, a decrease of 200 110 basis points compared with the second third quarter of 2025;

• Income before income taxes decreased 36.0% 59.8% to $48.6 $25.4 million in the second third quarter of 2026 compared with $75.9 $63.2 million in the second third quarter of 2025;

• Digital sales increased to approximately 23.7% 24.9% of global systemwide sales in the second third quarter of 2026 compared with approximately 20.5% 21.0% in the second third quarter of 2025; and

• Systemwide restaurant count decreased increased by 71 14 net restaurants in the second third quarter of 2026.

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• Global systemwide sales were $6.64 $9.97 billion in the first six nine months of 2026 compared with $7.05 $10.59 billion in the first six nine months of 2025, a decrease of 6.0% on a constant currency basis;

• International systemwide sales were $1.06 $1.61 billion in the first six nine months of 2026 compared with $1.00 $1.54 billion in the first six nine months of 2025, an increase of 4.6% 4.3% on a constant currency basis;

• Revenues increased 2.5% 1.5% to $1.11 $1.66 billion in the first six nine months of 2026 compared with $1.08 $1.63 billion in the first six nine months of 2025;

• Global same-restaurant sales decreased 6.5%, 6.1%, U.S. same-restaurant sales decreased 7.4% 6.8% and international same-restaurant sales decreased 1.4% 1.6% compared with the first six nine months of 2025;

• Global Company-operated restaurant margin was 12.3% 12.0% in the first six nine months of 2026, a decrease of 270 210 basis points compared with the first six nine months of 2025;

• Income before income taxes decreased 36.8% 44.3% to $82.7 $108.2 million in the first six nine months of 2026 compared with $130.8 $194.1 million in the first six nine months of 2025;

• Digital sales increased to approximately 23.6% 23.9% of global systemwide sales in the first six nine months of 2026 compared with approximately 20.4% 20.6% in the first six nine months of 2025; and

• Systemwide restaurant count decreased by 217 203 net restaurants in the first six nine months of 2026.

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Second Quarter Six Months

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

Third Quarter Nine Months

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Sales $ 240.0 $ 232.9 $ 7.1 $ 465.5 $ 452.4 $ 13.1

Franchise royalty revenue and fees 149.8 156.2 (6.4) 297.6 301.4 (3.8)

Franchise rental income 53.4 60.4 (7.0) 112.3 118.9 (6.6)

Advertising funds revenue 127.4 111.4 16.0 235.8 211.7 24.1

Cost of sales 207.3 196.5 10.8 408.3 384.7 23.6

Franchise support and other costs 22.6 17.1 5.5 44.6 33.7 10.9

Franchise rental expense 28.0 32.6 (4.6) 58.2 63.3 (5.1)

Advertising funds expense 127.9 111.4 16.5 236.5 212.9 23.6

General and administrative 66.2 59.5 6.7 139.0 127.7 11.3

Amortization of cloud computing arrangements 4.6 4.1 0.5 9.3 8.2 1.1

System optimization gains, net (0.7) (0.4) (0.3) (2.3) (0.3) (2.0)

Reorganization and realignment costs — 0.2 (0.2) (0.2) (0.5) 0.3

Impairment of long-lived assets 3.1 1.7 1.4 5.7 3.1 2.6

Other operating income, net (5.8) (3.1) (2.7) (10.7) (9.3) (1.4)

Operating profit 79.3 104.3 (25.0) 144.2 187.4 (43.2)

Interest expense, net (33.9) (30.9) (3.0) (68.0) (62.4) (5.6)

Sales $ 234.9 $ 233.2 $ 1.7 $ 700.4 $ 685.5 $ 14.9

Franchise royalty revenue and fees 142.2 152.0 (9.8) 440.0 453.5 (13.5)

Franchise rental income 58.5 57.3 1.2 170.7 176.2 (5.5)

Advertising funds revenue 111.4 107.0 4.4 347.1 318.7 28.4

Cost of sales 208.3 204.3 4.0 616.6 588.9 27.7

Franchise support and other costs 26.9 17.5 9.4 71.4 51.2 20.2

Franchise rental expense 30.4 30.9 (0.5) 88.6 94.3 (5.7)

Advertising funds expense 110.0 107.7 2.3 346.5 320.6 25.9

General and administrative 73.1 57.9 15.2 212.1 185.6 26.5

Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below) 38.1 37.0 1.1 78.6 73.5 5.1 39.9 38.4 1.5 118.5 111.9 6.6

Amortization of cloud computing arrangements 5.0 5.2 (0.2) 14.4 13.4 1.0

Portfolio and system optimization gains, net (3.7) — (3.7) (6.0) (0.3) (5.7)

Reorganization and realignment costs 2.8 0.3 2.5 2.6 (0.2) 2.8

Impairment of long-lived assets 1.7 2.3 (0.6) 7.4 5.4 2.0

Other operating income, net (3.2) (7.0) 3.8 (13.9) (16.3) 2.4

Operating profit 55.8 92.0 (36.2) 200.0 279.4 (79.4)

Interest expense, net (33.6) (31.5) (2.1) (101.5) (94.0) (7.5)

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Other income, net 3.2 2.5 0.7 6.5 7.5 (1.0)

Income before income taxes 48.6 75.9 (27.3) 82.7 130.8 (48.1)

Provision for income taxes (16.0) (20.8) 4.8 (27.4) (36.5) 9.1

Net income $ 32.6 $ 55.1 $ (22.5) $ 55.3 $ 94.3 $ (39.0)

Second Quarter Six Months

Other income, net 3.2 2.8 0.4 9.6 10.4 (0.8)

Income before income taxes 25.4 63.3 (37.9) 108.1 194.1 (86.0)

Provision for income taxes (10.3) (19.0) 8.7 (37.7) (55.5) 17.8

Net income $ 15.1 $ 44.3 $ (29.2) $ 70.4 $ 138.6 $ (68.2)

Third Quarter Nine Months

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Sales $ 240.0 42.1 % $ 232.9 41.5 % $ 465.5 41.9 % $ 452.4 41.7 %

Sales $ 234.9 42.9 % $ 233.2 42.4 % $ 700.4 42.2 % $ 685.5 42.0 %

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Franchise royalty revenue 123.6 21.7 % 132.1 23.6 % 239.8 21.6 % 253.9 23.4 %

Franchise fees 26.2 4.5 % 24.1 4.3 % 57.8 5.2 % 47.5 4.4 %

Total franchise royalty revenue and fees 149.8 26.2 % 156.2 27.8 % 297.6 26.8 % 301.4 27.8 %

Franchise royalty revenue 119.4 21.8 % 127.8 23.3 % 359.2 21.7 % 381.8 23.3 %

Franchise fees 22.8 4.1 % 24.2 4.4 % 80.8 4.8 % 71.7 4.4 %

Total franchise royalty revenue and fees 142.2 25.9 % 152.0 27.7 % 440.0 26.5 % 453.5 27.7 %

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Second Quarter Six Months

Food and paper $ 75.3 31.4 % $ 72.7 31.2 % $ 145.9 31.3 % $ 140.4 31.0 %

Restaurant labor 77.0 32.1 % 73.4 31.5 % 152.4 32.7 % 144.2 31.9 %

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Market risk 1 change

As of June 28, September 27, 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.

Controls and procedures 2 changes

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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, September 27, 2026. Based on such evaluations, the Chief Executive Officer and Chief Financial Officer concluded that as of June 28, September 27, 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.

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There were no changes in the internal control over financial reporting of the Company during the second third quarter of 2026 that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

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Risk factors 17 changes

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 set forth below or as may be described elsewhere in this report, there have been no material changes from the risk factors previously disclosed in our Form 10-K.

We may not be successful in implementing important strategic initiatives, effectively managing or maintaining growth and market share across our dayparts or executing strategic transactions, any of which may have an adverse impact on our business, results of operations and financial condition.

We may not be able to implement important strategic initiatives in accordance with our expectations or that generate expected returns. For example, in the fourth quarter of 2026, we announced Dave's Way , a multi-year strategy focused on growing customer traffic and market share while strengthening restaurant profitability. The five strategic pillars of Dave's Way include: (1) Our Menu with Quality Food at Real Value; (2) Distinct Branding and Marketing to Drive Demand; (3) Operational Excellence that Delights Customers; (4) A Winning Digital Experience to Build Frequency and (5) Restaurants as an Engine for Growth. Our ability to successfully execute Dave's Way and realize its expected benefits is subject to numerous estimates and assumptions, which are subject to uncertainties, and is dependent on a variety of factors.

We may be unable to achieve the goals of Dave's Way due to competitive pressures and other factors, such as consumer tastes and preferences, the effectiveness of our marketing and advertising programs, the successful development and launch of new products, commodity and labor costs, providing fast and accurate customer experiences, further accelerating our digital business and technological enhancements, driving new restaurant development and ensuring the support, engagement and health of franchisees. Our inability to successfully execute our strategy could have a material adverse impact on our business, results of operations and financial condition. Furthermore, the Company has made the breakfast daypart optional for Wendy's restaurants in the United States. While we believe that this option will allow our franchisees to focus on the dayparts with the greatest opportunity for profitable growth in their business, our sales results, results of operations and financial condition may be negatively impacted.

In addition, Wendy's from time to time evaluates and may pursue other opportunities for growth, including through new and existing franchise partners, joint venture investments, the expansion of our brand through other opportunities and strategic mergers, acquisitions and divestitures. These strategic initiatives involve various risks, including general transaction and business risk, integration and synergy risk, market acceptance risk and risks associated with the potential diversion of management's attention. Strategic transactions may not ultimately create value for us or our stockholders and may harm our reputation and materially adversely affect our business, results of operations and financial condition.

The execution of strategic initiatives, including Dave's Way , may also be disruptive both internally and to our customers and may be viewed negatively by our shareholders. If we are delayed or unsuccessful in implementing any important strategic initiatives, if implementation proves to be more difficult, costly or time-consuming than expected, or if any important strategic initiatives fail to deliver their expected benefits or we do not fully realize such benefits or such benefits are offset by competitive actions or macroeconomic conditions, our business, results of operations and financial condition may suffer. Even if successful, benefits may take longer than expected to realize.

Our predominantly franchised business model presents a number of risks.

As of December 28, 2025, approximately 95% of restaurants in the Wendy's system were operated by franchisees. Wendy's franchisees are contractually obligated to operate their restaurants in accordance with the standards set forth in our franchise and other agreements with them. Wendy's also provides training and support to franchisees. However, franchisees are independent third parties that we do not control, and franchisees own, operate and oversee the daily operations of their restaurants. Specifically, franchisees are solely responsible for developing and utilizing their own policies and procedures, making their own hiring, firing and disciplinary decisions, scheduling hours and establishing wages and managing their day-to-day employment processes and procedures in accordance with applicable laws, rules and regulations, all of which is done independent of Wendy's. Further, franchisees have discretion as to the prices charged to customers. As a result, the ultimate success and quality of any franchise restaurant rests with the franchisee. If franchisees do not successfully operate their restaurants in a manner consistent with required standards, the royalty and other payments they make to us could be adversely affected and our brand's image and reputation could be harmed, which in turn, could hurt our business and results of operations.

In addition, the failure of franchisees to adequately engage in capital planning and/or succession planning may adversely affect their financial condition, restaurant operations and development of new Wendy's restaurants, which in turn could hurt our business and results of operations.

Wendy's franchisees are an integral part of our business, growth and brand strategies, and difficulties in identifying, attracting and retaining franchisees who meet our criteria could harm our business and brand. Our business and results of operations could be adversely affected if a significant number of franchisees do not participate in brand strategies, such as new restaurant development, restaurant remodeling initiatives, marketing and menu programs and digital commerce platforms and other restaurant technologies. In addition, Wendy's current franchise model, and the way our brand strategies are executed across the system, may make it difficult for our brand to respond and adapt to the speed of changes in technology, consumer preferences or other factors as quickly as may be required to maintain and grow market share and remain competitive. Certain of our competitors that have a significantly higher percentage of company-operated restaurants than we do may have greater influence over their respective restaurant systems and greater ability to implement operational initiatives and business strategies.

In addition, certain franchisees operate a large number of Wendy's restaurants. As of December 28, 2025, 203 franchisees operated approximately 5,546 franchise restaurants in the United States. The Company's ten largest franchisees operated an average of 229 Wendy's restaurants, representing approximately 41% of the total number of our franchised restaurants in the United States. The concentration of a significant number of franchised restaurants in a limited number of franchisees could subject the Company to an increased level of financial risk in respect of such franchisees, and the risk is particularly magnified among franchisees that are the sole or dominant franchisee for a particular region. If any of these franchisees experience financial or other difficulties, our business could be materially and adversely affected.

We receive revenues in the form of royalties and national advertising funds contributions (both of which are generally based on a percentage of sales at franchised restaurants), as well as rent and fees from franchisees. Accordingly, a substantial portion of our financial results depends upon the operational and financial success of our franchisees. If sales trends or economic conditions worsen for franchisees, or if the overall business or financial health of franchisees deteriorates, their results of operations or financial condition may worsen, which has in the past and could again in the future result in, among other things, increased restaurant closures, decreased restaurant openings or franchisee bankruptcies or insolvency leading to restructuring activities, all of which could reduce our royalty, national advertising funds, rent and other fee revenues. From time to time, we may work with our franchisees who are experiencing financial difficulties to assess and address their financial health and their ability to satisfy their financial obligations to us and any third parties. In certain of these situations, we have and may in the future provide cash flow or other financial and operational support to franchisees by providing royalty, advertising, rent or other relief, offering deferrals, waivers, setoffs or other modifications of certain franchisee obligations, extending loans or guarantees and/or advancing cash payments. These actions have and may in the future adversely affect our cash flow and financial results, which may be material, and there is no guarantee that any such support to franchisees will be successful in improving their results of operations or financial condition or preventing franchisee bankruptcies, insolvency or restructuring actions. For example, see Notes 2 and 3 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information regarding our current accounts receivable and allowance for doubtful accounts, which reflects an increase in payment obligations from certain of our franchisees who are not current on their royalty, advertising and other fees under their respective franchise and other agreements. We have entered into deferral arrangements with certain of our franchisees, including certain of our largest franchisees, with respect to such amounts owed or anticipated to be owed to us. There is also no guarantee that we will receive all or any of the amounts due to us under our franchise agreements, notes receivable and other agreements. Prolonged periods of declining sales and profitability for franchisees can exacerbate these risks. If franchisees are unable to obtain financing at commercially reasonable rates, or at all, they may be unwilling or unable to invest in their existing restaurants or new restaurant development, and our future growth and results of operations could be adversely affected. Furthermore, an insolvency event or bankruptcy proceeding involving a franchisee could prevent or delay us from collecting payments or exercising any of our other rights under the franchise or other related agreement with such franchisee. For example, on September 16, 2026, we delivered a notice of termination of the franchise agreements of Meritage Hospitality Group, Inc. ("Meritage"), a franchisee which operated 314 Wendy's restaurants as of that date, due to Meritage's failure to make certain required payments to us, including $27.4 million in overdue royalties, advertising and other fees. On September 17, 2026, Meritage filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. As of the date of this report, Meritage continues to operate approximately 276 Wendy's restaurants across nine markets within the Chapter 11 proceedings, following the closure of certain locations subsequent to the bankruptcy filing. On November 4, 2026, the Company, Meritage and certain of its lenders signed a letter of intent (the "LOI") whereby the Company would acquire up to 163 of Meritage's Wendy's restaurants, subject to a definitive agreement, better and higher offers and court approval of the transaction. Meritage is also exploring the sale and recapitalization of its other markets not included in the LOI. However, there can be no assurances that any transaction with Meritage pursuant to the LOI or any other restaurant sales or transfers will be consummated or that Meritage's bankruptcy will not have an adverse impact on our results of operations, cash flows or financial condition or on the performance of the Wendy's system.

Additionally, when Company-operated restaurants with leased real estate are sold to franchisees, we are often required to remain responsible for lease payments for these restaurants in the event the purchasing franchisees default on their leases. Similarly, when we lease or sublease properties to franchisees, we remain responsible for certain expenses related to the properties, such as lease payments and maintenance charges. If franchisees fail to renew their franchise agreements or fail to perform under or extend their leases or subleases with us, or if we are unable to identify, attract and retain new franchisees who meet our criteria and can successfully implement development agreements and expansion plans, then our royalty and rental revenues may decrease and our future growth could be adversely affected.

We have a significant amount of debt outstanding, and such indebtedness could adversely affect our business, results of operations and financial condition.

As of September 27, 2026, the Company had approximately $2.7 billion of outstanding debt on its balance sheet. Additionally, a subsidiary of the Company has issued variable funding notes, which allow for the borrowing of up to $300.0 million from time to time on a revolving basis. This level of debt could have significant consequences on the Company's future operations, including: (i) making it more difficult to meet payment and other obligations under outstanding debt; (ii) resulting in an event of default if the Company's subsidiaries fail to comply with the financial and other restrictive covenants contained in debt agreements, which event of default could result in all of the Company's subsidiaries' debt becoming immediately due and payable; (iii) reducing the availability of the Company's cash flow to fund working capital, capital expenditures, equity and debt repurchases, dividends, acquisitions and other general corporate purposes, and limiting the Company's ability to obtain additional financing for these purposes; (iv) subjecting the Company to the risk of increased sensitivity to interest rate increases on indebtedness with variable interest rates; (v) limiting the Company's flexibility in planning for or reacting to, and increasing its vulnerability to, changes in the Company's business or industry or the general economy; and (vi) placing the Company at a competitive disadvantage compared to its competitors that are less leveraged.

The ability of the Company to make payments on, repay or refinance its debt, and to fund planned capital expenditures, dividends and other cash needs will depend largely upon its future operating performance and ability to generate significant cash flows. In addition, the ability of the Company to borrow funds in the future to make payments on its debt will depend on the satisfaction of the covenants in the securitized financing facility and other debt agreements, and other agreements it may enter into in the future. If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us under our variable funding notes in amounts sufficient to fund our other liquidity needs, our business, results of operations and financial condition may be adversely affected. If we cannot generate sufficient cash flow from operations to make scheduled principal amortization and interest payments on our debt obligations in the future, we may need to refinance all or a portion of our indebtedness on or before maturity, sell assets, delay capital expenditures or seek additional equity. If we are unable to refinance any of our indebtedness on commercially reasonable terms or at all or to effect any other action relating to our indebtedness on satisfactory terms or at all, our business may be harmed. Further, our ability to incur additional indebtedness in order to refinance all or a portion of our existing indebtedness is subject to our satisfying certain incurrence covenants, including a senior ABS net leverage ratio. Recent performance trends have heightened, and may continue to heighten, certain of the risks described herein, including our ability to incur additional indebtedness in order to refinance our existing indebtedness. If current performance trends continue or worsen, our flexibility in refinancing our existing debt could be adversely impacted. Our debt is rated by credit ratings agencies and these agencies may downgrade their credit ratings for us based on the performance of our business, our capital strategies or their overall view of our industry. There can be no assurance that any rating assigned to our currently outstanding indebtedness will remain in effect for any given period of time or that any such ratings will not be lowered, suspended or withdrawn entirely by a rating agency if, in that agency's judgment, circumstances so warrant. For example, on September 29, 2026, S&P placed its ratings of our Class A-2 notes on CreditWatch with negative implications, and there can be no assurance that such review will not result in a downgrade of our Class A-2 notes. A downgrade of our credit ratings could, among other things, increase our cost of borrowing, limit our ability to access capital, impact the timing of any refinancing transactions or result in more restrictive covenants in agreements governing the terms of any future indebtedness that we may incur, and thereby could adversely impact our business and results of operations.

In addition to the Company's outstanding indebtedness, the Company is subject to risks related to certain commitments, guarantees and other liabilities. These commitments, guarantees and other liabilities could have an adverse effect on the Company's liquidity and its ability to meet payment obligations. The Company may incur additional indebtedness, guarantees, commitments or other liabilities in the future that could amplify the risks that the Company currently faces.

Unregistered sales of stock 9 changes

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 third quarter of 2026:

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May 3, 2026 2,742 $6.95 — $35,000,024

May 31, 2026 894 $8.02 — $35,000,024

June 28, 2026 — $— — $35,000,024

Total 3,636 $7.21 — $35,000,024

August 2, 2026 3,005 $6.79 — $35,000,024

August 30, 2026 204,554 $8.23 — $35,000,024

September 27, 2026 24,978 $8.30 — $35,000,024

Total 232,537 $8.22 — $35,000,024

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Exhibits 13 changes

1 unchanged paragraph

10.1 Emplo yment Letter between The Wendy ' s Company and Robert D. Wright dated as of M ay 17, 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).* **

10.2 10.1 Employment Letter between The Wendy's Company and Steven W. Cirulis Tariq H. Hassan dated as of June 19, August 21, 2026.* .* **

10.2 Amendment No. 1 to the Second Amended and Restated Base Indenture, dated as of October 7, 2026, by and between Wendy's Funding, LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary.*

10.3 Management Agreement, dated as of June 1, 2015, as updated to reflect the changes made by all amendments and other changes thereto. *

3 unchanged paragraphs

101 The following financial information from The Wendy's Company's Quarterly Report on Form 10-Q for the quarter ended June 28, September 27, 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, September 27, 2026, formatted in Inline XBRL and contained in Exhibit 101.

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Date: August 7, 2026

Date: November 5, 2026

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Date: August 7, November 5, 2026 By: /s/ Aaron M. Kale

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