Wendy's Co: Form 10-Q for the period ended Jun 28, 2026

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.

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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.

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.

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

Special Note Regarding Forward-Looking Statements and Projections

This Quarterly Report on Form 10-Q and oral statements made from time to time by representatives of the Company may contain or incorporate by reference certain statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Generally, forward-looking statements include the words “may,” “believes,” “plans,” “expects,” “anticipates,” “intends,” “estimate,” “goal,” “upcoming,” “annualized,” “outlook,” “guidance” or the negation thereof, or similar expressions. In addition, all statements that address future operating, financial or business performance, strategies or initiatives, future efficiencies or savings, anticipated costs or charges, future capitalization, anticipated impacts of recent or pending investments or transactions and statements expressing general views about future results or brand health are forward-looking statements within the meaning of the Reform Act. Forward-looking statements are based on our expectations at the time such statements are made, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors. For all of our forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Reform Act. Our actual results, performance and achievements may differ materially from any future results, performance or achievements expressed or implied by our forward-looking statements. Many important factors could affect our future results and cause those results to differ materially from those expressed in or implied by our forward-looking statements. Such factors include, but are not limited to, the following:

• the impact of competition or poor customer experiences at Wendy’s restaurants;
• adverse economic conditions or volatility or disruptions, including in regions with a high concentration of Wendy’s restaurants;
• changes in discretionary consumer spending and consumer tastes and preferences;
• conditions beyond our control, such as adverse weather conditions, natural disasters, hostilities, social unrest, health epidemics or pandemics or other catastrophic events;
• impacts to our corporate reputation or the value and perception of our brand;
• the effectiveness of our marketing and advertising programs and new product development;
• our ability to manage the impact of social or digital media;
• our ability to protect our intellectual property;
• food safety events or health concerns involving our products;
• our ability to successfully implement important strategic initiatives, effectively managing or maintaining growth and market share across our dayparts or executing strategic transactions;
• our ability to grow our business through new restaurant development;
• our ability to effectively manage the acquisition and disposition of restaurants and other restaurant activity;
• risks associated with leasing and owning significant amounts of real estate, including environmental matters;
• risks associated with our international operations, including our ability to execute our international growth strategy;
• changes in commodity and other operating costs;
• shortages or interruptions in the supply or distribution of our products and other risks associated with our independent supply chain purchasing co-op;
• the impact of increased labor costs or labor shortages;
• the continued succession and retention of key personnel and the effectiveness of our leadership and organizational structure;
• risks associated with our digital commerce strategy, platforms and technologies, including our ability to adapt to changes in industry trends and consumer preferences;
• our and our franchisees’ dependence on computer systems and information technology, including risks associated with the failure or interruption of our systems or technology or the occurrence of cybersecurity incidents or deficiencies;
• risks associated with our securitized financing facility and other debt agreements, including compliance with operational and financial covenants, restrictions on our ability to raise additional capital, the impact of our overall debt levels and our ability to generate sufficient cash flow to meet our debt service obligations and operate our business;
• risks associated with our capital allocation policy, including the amount and timing of equity and debt repurchases and dividend payments;
• risks associated with complaints and litigation, compliance with legal and regulatory requirements and a focus on corporate responsibility issues;
• risks associated with the availability and cost of insurance, the recognition of impairment or other charges, changes in tax rates or tax laws and fluctuations in foreign currency exchange rates;
• Trian Fund Management, L.P. and certain of its affiliates filed a Schedule 13D/A with the SEC on February 18, 2026 indicating, among other things, that they intend to explore and evaluate the possibility of participating, alone or with third parties, in certain potential transactions with respect to us to enhance stockholder value; there can be no assurance that (i) any such potential transactions will occur or result in additional value for our stockholders or (ii) that the exploration of potential transactions will not have an adverse impact on our business; and
• other risks and uncertainties affecting us and our subsidiaries referred to in our Annual Report on Form 10-K filed with the SEC on February 23, 2026 (see especially “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and in our other current and periodic filings with the SEC.

In addition to the factors described above, there are risks associated with our predominantly franchised business model that could impact our results, performance and achievements. Such risks include our ability to identify, attract and retain experienced and qualified franchisees, our ability to effectively manage the transfer of restaurants between and among franchisees, the business and financial health of franchisees, the ability of franchisees to meet their royalty, advertising, development, reimaging and other commitments, participation by franchisees in brand strategies and the fact that franchisees are independent third parties that own, operate and are responsible for overseeing the operations of their restaurants. Our predominantly franchised business model may also impact the ability of the Wendy’s system to effectively respond and adapt to market changes.

All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. New risks and uncertainties arise from time to time, and factors that we currently deem immaterial may become material, and it is impossible for us to predict these events or how they may affect us. We assume no obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q as a result of new information, future events or developments, except as required by federal securities laws, although we may do so from time to time. We do not endorse any projections regarding future performance that may be made by third parties.

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.