Wendy's reports third quarter 2026 results

Item 2.02

Results of Operations and Financial Condition.

On November 5, 2026, The Wendy's Company (the "Company") issued a press release reporting its financial results for the fiscal quarter ended September 27, 2026 and other information. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.¹

The information in this Item 2.02, including the Exhibit 99.1 furnished under Item 9.01, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section. Furthermore, the information in this Item 2.02, including the Exhibit 99.1 furnished under Item 9.01, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended or the Exchange Act.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits .

Exhibit

No.

Description

99.1

Press release issued by The Wendy's Company on November 5, 2026.

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE WENDY'S COMPANY

Date: November 5, 2026

By:

/s/ Mark L. Johnson

Mark L. Johnson

Director – Corporate & Securities Counsel, and Assistant Secretary

THE WENDY'S COMPANY REPORTS THIRD QUARTER 2026 RESULTS

Launches Dave's Way, a multi-year strategy focused on growing customer traffic and market share while strengthening restaurant profitability, with actions underway and early signs of improving performance

Reported revenues of $547.0 million and global systemwide sales of approximately $3.3 billion²

Generated net income of $15.1 million and adjusted EBITDA of $113.4 million³

Generated net cash provided by operating activities of $239.0 million and free cash flow of $174.2 million through the first nine months of the year⁴

Dublin,

Ohio (November 5, 2026) - The Wendy's Company (Nasdaq: WEN) today reported unaudited results for the third quarter ended September 27, 2026.

Strategic highlights:

•

Aligned global franchise system in support of Dave's Way strategy focused on growing customer traffic and market share while strengthening restaurant profitability

•

Revised breakfast strategy to be location specific; decision rooted in test results that yielded significant profit improvement

•

Initiated portfolio optimization actions to strengthen franchisee economics, including planned Company restaurant acquisitions and transfers of franchised restaurants to well-capitalized, high-performing operators

•

Signed a letter-of-intent with Meritage Hospitality Group ("Meritage") and its lenders for the Company to acquire up to 163 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

•

Strengthened leadership with appointment of new Chief Marketing and Customer Growth Officer, Tariq Hassan

Financial summary for the quarter ended September 27, 2026, compared to September 28, 2025:

•

Global systemwide sales decreased 5.9%, driven by a 7.6% decline in the U.S., partially offset by 3.5% growth in international⁵

•

U.S. same-restaurant sales decreased 5.7% and international same-restaurant sales decreased 2.2%⁶

•

Net income was $15.1 million and adjusted EBITDA was $113.4 million

•

Reported diluted earnings per share was $0.08 and adjusted earnings per share was $0.13

1

•

Net cash provided by operating activities was $239.0 million for the first nine months of the year and free cash flow was $174.2 million for the first nine months of the year

"I'm encouraged by how quickly our system has aligned around Dave's Way , our multi-year business strategy rooted in the values and standards established by our founder," said Bob Wright, President and Chief Executive Officer of The Wendy's Company. "During the quarter, we committed resources to support the work across five strategic pillars, and we already have tests and new initiatives underway. Dave's Way brings our areas of focus together in one integrated strategy with a clear objective:

growing customer traffic and market share while strengthening restaurant profitability. While there is significant work ahead, I'm pleased with our early progress, including testing enhancements to our menu, improving marketing execution and accelerating our digital business. We are moving forward with focus and urgency to bring Wendy's to its full potential."

"We have evaluated the investment needs of Dave's Way and are confident we have the financial capacity to execute the strategy," said Steve Cirulis, Chief Financial Officer and Chief Strategy Officer of The Wendy's Company.

"With approximately $413 million in cash and $174 million of free cash flow year-to-date, we are well positioned to invest in our Dave's Way strategy. We also anticipate our decision on the breakfast daypart could unlock up to $200 million in restaurant-level EBITDA across the system. We believe this approach balances meaningful investment in the business with a disciplined focus on returns and long-term value creation."

Operational Highlights

2025

2026

Third Quarter

US

Intl

Global

US

Intl

Global

Systemwide Sales Growth (1) (2)

(4.4)%

8.6%

(2.6)%

(7.6)%

3.5%

(5.9)%

Same-Restaurant Sales Growth (1)

(2)

(4.7)%

3.0%

(3.7)%

(5.7)%

(2.2)%

(5.2)%

Systemwide Sales (In US$ Millions) (2)

(3)

$3,004.1

$534.0

$3,538.1

$2,777.0

$549.4

$3,326.4

Restaurant Openings - Total / Net

Quarter End Restaurant Count

5,979

1,384

7,363

5,711

1,483

7,194

Year-to-Date

US

Intl

Global

US

Intl

Global

Systemwide Sales Growth (1) (2)

(3.4)%

8.7%

(1.8)%

(7.7)%

4.3%

(6.0)%

Same-Restaurant Sales Growth (1)

(2)

(3.7)%

2.4%

(2.9)%

(6.8)%

(1.6)%

(6.1)%

Systemwide Sales (In US$ Millions) (2)

(3)

$9,051.5

$1,536.0

$10,587.5

$8,355.8

$1,614.2

$9,970.0

Restaurant Openings - Total / Net

(1) Systemwide sales growth and same-restaurant sales growth are calculated on a constant currency basis and include sales by both Company-operated and franchise restaurants.

(2) Excludes Argentina.

(3) Systemwide sales include sales at both

Company-operated and franchise restaurants.

2

Financial Highlights

Third Quarter

Year-to-Date

2025

2026

B / (W)

2025

2026

B / (W)

($ In Millions Except Per Share Amounts)

(Unaudited)

Total Revenues

$

549.5

$

547.0

(0.5

)%

$

1,633.9

$

1,658.2

1.5

%

Adjusted Revenues (1)

$

442.5

$

435.6

(1.6

)%

$

1,315.2

$

1,311.1

(0.3

)%

U.S. Company-Operated Restaurant Margin

13.1

%

11.7

%

(140

)bps

14.7