Form 8-K

8-K — Wendy's Co

Accession: 0001193125-26-339132

Filed: 2026-08-07

Period: 2026-08-07

CIK: 0000030697

SIC: 5810 (RETAIL-EATING & DRINKING PLACES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d130352d8k.htm (Primary)

EX-99.1 (d130352dex991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d130352d8k.htm · Sequence: 1

8-K

Wendy's Co false 0000030697 0000030697 2026-08-07 2026-08-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 7, 2026

THE WENDY’S COMPANY

(Exact name of registrant, as specified in its charter)

Delaware

1-2207

38-0471180

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

One Dave Thomas Boulevard, Dublin, Ohio

43017

(Address of principal executive offices)

(Zip Code)

(614) 764-3100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $.10 par value

WEN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On August 7, 2026, The Wendy’s Company (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended June 28, 2026 and other information. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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 August 7, 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: August 7, 2026

By:

/s/ Mark L. Johnson

Mark L. Johnson

Director – Corporate & Securities Counsel, and Assistant

Secretary

EX-99.1

Filename: d130352dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

THE WENDY’S COMPANY REPORTS SECOND QUARTER 2026 RESULTS

New leadership shares initial assessment while formulating comprehensive turnaround plan

Generated revenue of $571 million and global systemwide sales of approximately $3.4 billion

Generated net income of $32.6 million and adjusted EBITDA of $124.1 million

Company withdraws 2026 outlook and announces a reduction in its dividend to support the turnaround

Dublin, Ohio (August 7, 2026) - The Wendy’s Company (Nasdaq: WEN) today reported unaudited results for the second quarter ended June 28, 2026.

Key highlights for the quarter ended June 28, 2026, compared to June 29, 2025:

•

Global systemwide sales decreased 6.5%, driven by an 8.2% decline in the U.S., partially offset by 3.4% growth in

international

•

U.S. same-restaurant sales decreased 7.0% and international same-restaurant sales decreased 2.3%

•

Net income was $32.6 million and adjusted EBITDA was $124.1 million

•

Reported diluted earnings per share was $0.17 and adjusted earnings per share was $0.18

•

Net cash provided by operating activities was $160.0 million for the first half of the year and free cash

flow was $120.3 million for the first half of the year

“Wendy’s is an iconic brand with exceptional assets. Today we

are clearly not performing at our potential. I returned to Wendy’s because I believe we can fix our issues and I am excited to work with our team and our franchisees to drive a strong turnaround,” said Bob Wright, President and Chief

Executive Officer of The Wendy’s Company. “Our traffic, our value proposition and franchisee economics are not meeting our expectations. We have already begun taking action across five areas that we’ve identified to drive the

turnaround: 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. We are updating our capital allocation to provide

flexibility to support our turnaround across these actions and fund our plan for growth. Wendy’s quality heritage provides a strong foundation for the turnaround and I am confident we can translate that equity into a proposition that’s

relevant to today’s fast-evolving QSR landscape.”

Operational Highlights

2025

2026

Second Quarter

Intl

Global

Intl

Global

Systemwide Sales Growth (1) (2)

(3.3)%

8.7%

(1.8)%

(8.2)%

3.4%

(6.5)%

Same-Restaurant Sales Growth (1)

(2)

(3.6)%

1.8%

(2.9)%

(7.0)%

(2.3)%

(6.3)%

Systemwide Sales (In US$ Millions) (2)

(3)

$3,131.3

$528.9

$3,660.2

$2,875.8

$546.7

$3,422.5

Restaurant Openings - Total / Net

21 / 9

23 / 17

44 / 26

21 / (81)

27 / 10

48 / (71)

Quarter End Restaurant Count

5,967

1,367

7,334

5,724

1,456

7,180

Year-to-Date

Intl

Global

Intl

Global

Systemwide Sales Growth (1) (2)

(3.0)%

8.8%

(1.4)%

(7.7)%

4.6%

(6.0)%

Same-Restaurant Sales Growth (1)

(2)

(3.2)%

2.1%

(2.5)%

(7.4)%

(1.4)%

(6.5)%

Systemwide Sales (In US$ Millions) (2)

(3)

$6,047.4

$1,002.1

$7,049.5

$5,578.7

$1,064.7

$6,643.4

Restaurant Openings - Total / Net

49 / 34

69 / 60

118 / 94

44 / (245)

54 / 28

98 / (217)

(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.

Financial Highlights

Second Quarter

Year-to-Date

2025

2026

B / (W)

2025

2026

B / (W)

($ In Millions Except Per Share Amounts)

(Unaudited)

Total Revenues

560.9

570.6

1.7

1,084.4

1,111.2

2.5

Adjusted Revenues (1)

449.6

443.2

(1.4

872.7

875.4

0.3

U.S. Company-Operated Restaurant Margin

16.2

13.8

(240

)bps

15.6

12.7

(290

)bps

General and Administrative Expense

59.5

66.2

(11.3

127.7

139.0

(8.8

Operating Profit

104.3

79.3

(24.0

187.4

144.2

(23.1

Net Income

55.1

32.6

(40.8

94.3

55.3

(41.4

Adjusted EBITDA (1)

146.6

124.1

(15.4

271.2

235.4

(13.2

Reported Diluted Earnings Per Share

0.29

0.17

(41.4

0.48

0.29

(39.6

Adjusted Earnings Per Share (1)

0.29

0.18

(37.9

0.49

0.30

(38.8

Cash Flow from Operations

146.0

160.0

9.6

Free Cash Flow (1)

109.5

120.3

9.9

(1)

See “Disclosure Regarding Non-GAAP Financial Measures” and

the reconciliation tables that accompany this release for a discussion and reconciliation of the non-GAAP financial measures included in this release.

Second Quarter Financial Highlights

Systemwide

Sales

The decrease in global systemwide sales was primarily driven by lower U.S. same-restaurant sales and a decrease in the number of

restaurants in the U.S.

Total Revenues

The increase in total reported revenues resulted primarily from higher advertising funds revenue due to local advertising funds being

reallocated to U.S. national advertising and non-recurring vendor incentives, and higher Company-operated restaurant sales reflecting the Company’s acquisition of franchise-operated restaurants during

the third quarter of 2025. These were partially offset by lower franchise royalty revenue and franchise rental income.

U.S. Company-Operated Restaurant Margin

The decrease in U.S. Company-operated restaurant margin was primarily due to commodity inflation, a decline in traffic, and labor rate

inflation. These were partially offset by an increase in average check and labor efficiencies.

General and Administrative Expense

The increase in general and administrative expense was primarily due to investments in professional services and employee compensation and

benefits.

Operating Profit

The

decrease in operating profit was primarily due to lower franchise royalty revenue, an increase in general and administrative expense, a decrease in U.S. Company-operated restaurant margin, and lower net franchise fees.

Net Income

The decrease in reported net

income was primarily due to a decrease in operating profit and an increase in interest expense, partially offset by lower income taxes.

Adjusted

EBITDA

The decrease in adjusted EBITDA was primarily driven by lower franchise royalty revenue, an increase in general and

administrative expense, a decrease in U.S. Company-operated restaurant margin, and lower net franchise fees, primarily due to an increase in the provision for doubtful accounts.

Adjusted Earnings Per Share

The decrease

in adjusted earnings per share was primarily driven by a decrease in adjusted EBITDA.

Year to Date Free Cash Flow

The increase in free cash flow was driven by a decrease in cash taxes, capital expenditures, and investments associated with the

Company’s franchise development fund, partially offset by lower net income adjusted for non-cash items.

Company Declares Quarterly Dividend

The Company

announced today a reduction to its dividend to create additional flexibility to invest in initiatives in support of its turnaround. The updated annualized rate is $0.28 per share. The Company announced today the declaration of a quarterly cash

dividend payment of $0.07 per share. The dividend is payable on September 15, 2026, to shareholders of record as of September 1, 2026.

Repurchases

The Company did not repurchase any shares in the second quarter of 2026 and has not repurchased any shares in the third quarter of 2026 as

of the date of this release. As of July 31, approximately $35.0 million remained available under the Company’s existing share repurchase authorization that expires in February 2027.

2026 Outlook

The Company is

withdrawing its 2026 financial outlook. The Company’s new leadership is taking the opportunity to fully assess the business opportunities and formulate a comprehensive turnaround plan, including the optimal deployment of capital.

Conference Call and Webcast

The Company will host a

conference call today, Friday, August 7, at 8:30 a.m. ET, with a simultaneous webcast from the Company’s Investor Relations website at www.irwendys.com. The related presentation materials are now available on the Company’s

Investor Relations website. The live conference call will be available by telephone at (833) 461-5787 for North American callers and (585) 542-9983 for international

callers, both using event ID 791 958 064. A replay of the webcast will be available on the Company’s Investor Relations website.

About Wendy’s

The Wendy’s Company (Nasdaq: WEN) and Wendy’s® franchisees employ hundreds of thousands of

people across more than 7,000 restaurants worldwide. Founded in 1969, Wendy’s is committed to the promise of Fresh Famous Food, Made Right, For You, delivered to customers through its craveable menu including made-to-order square hamburgers using fresh beef*, and fan favorites like the Spicy Chicken Sandwich and nuggets, Baconator®, and the Frosty® dessert. Wendy’s supports the Dave Thomas Foundation for Adoption®, established by its founder, which seeks to dramatically increase

the number of adoptions of children waiting in North America’s foster care system. Learn more about Wendy’s at www.wendys.com. For details on franchising, visit www.wendys.com/franchising. Connect with Wendy’s on X,

Instagram and Facebook.

*Fresh beef available in the contiguous U.S. and Alaska, as well as Canada, Mexico, Puerto Rico, the UK, and other

select international markets.

Investor Contact:

Aaron Broholm

Head of Investor Relations

(614) 764-3345; aaron.broholm@wendys.com

Media Contact:

Heidi Schauer

Vice President – Communications, Public Affairs & Customer Care

(614) 764-3368; heidi.schauer@wendys.com

Forward-Looking Statements

This release contains 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 the Company’s 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 such forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. The

Company’s actual results, performance and achievements may differ materially from any future results, performance or achievements expressed or implied by the Company’s forward-looking statements.

Many important factors could affect the Company’s future results and cause those results to differ materially from those expressed in or implied by the

Company’s forward-looking statements. Such factors include, but are not limited to, the following: (1) the impact of competition or poor customer experiences at Wendy’s restaurants; (2) adverse economic conditions or volatility

or disruptions, including in regions with a high concentration of Wendy’s restaurants; (3) changes in discretionary consumer spending and consumer tastes and preferences; (4) conditions beyond the Company’s control, such as

adverse weather conditions, natural disasters, hostilities, social unrest, health epidemics or pandemics or other catastrophic events; (5) impacts to the Company’s corporate reputation or the value and perception of the Company’s

brand; (6) the effectiveness of the Company’s marketing and advertising programs and new product development; (7) the Company’s ability to manage the impact of social or digital media; (8) the Company’s ability to

protect its intellectual property; (9) food safety events or health concerns involving the Company’s products; (10) the Company’s ability to successfully implement important strategic initiatives, effectively managing or

maintaining growth and market share across its dayparts or executing strategic transactions; (11) the Company’s ability to grow its business through new restaurant development; (12) the Company’s ability to effectively manage

the acquisition and disposition of restaurants and other restaurant activity; (13) risks associated with leasing and owning significant amounts of real estate, including environmental matters; (14) risks associated with the Company’s

international operations, including the ability to execute its international growth strategy; (15) changes in commodity and other operating costs; (16) shortages or interruptions in the supply or distribution of the Company’s

products and other risks associated with the Company’s independent supply chain purchasing co-op; (17) the impact of increased labor costs or labor shortages; (18) the continued succession and

retention of key personnel and the effectiveness of the Company’s leadership and organizational structure; (19) risks associated with the Company’s digital commerce strategy, platforms and technologies, including its ability to

adapt to changes in industry trends and consumer preferences; (20) the Company’s and its franchisees’ dependence on computer systems and information technology, including risks associated with the failure or interruption of its

systems or technology or the occurrence of cybersecurity incidents or deficiencies; (21) risks associated with the Company’s securitized financing facility and other debt agreements, including compliance with operational and financial

covenants, restrictions on its ability to raise additional capital, the impact of its overall debt levels and the Company’s ability to generate sufficient cash flow to meet its debt service obligations and operate its business; (22) risks

associated with the Company’s capital allocation policy, including the amount and timing of equity and debt repurchases and dividend payments; (23) risks associated with complaints and litigation, compliance with legal and regulatory

requirements and a focus on corporate responsibility issues; (24) 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; (25) risks associated with the Company’s predominantly franchised business model; (26) Trian Fund Management, L.P. and certain of its affiliates filed a Schedule 13D/A with the Securities and Exchange

Commission 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 the Company to enhance

stockholder value; there can be no assurance that (i) any such potential transactions will occur or result in additional value for the Company’s stockholders or (ii) that the exploration of potential transactions will not have an

adverse impact on the Company’s business; and (27) other risks and uncertainties cited in the Company’s releases, public statements and/or filings with the Securities and Exchange Commission, including those identified in the

“Risk Factors” sections of the Company’s Forms 10-K and 10-Q.

All future written and oral forward-looking statements attributable to the Company or any person acting on

its 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 the Company currently deems immaterial may become material, and

it is impossible for the Company to predict these events or how they may affect the Company.

The Company assumes no obligation to update any

forward-looking statements after the date of this release as a result of new information, future events or developments, except as required by federal securities laws, although the Company may do so from time to time. The Company does not endorse

any projections regarding future performance that may be made by third parties.

Disclosure Regarding Non-GAAP

Financial Measures

In addition to the financial measures presented in this release in accordance with U.S. Generally Accepted Accounting Principles

(“GAAP”), the Company has included certain non-GAAP financial measures in this release, including adjusted revenue, adjusted EBITDA, adjusted earnings per share, and free cash flow.

The Company uses adjusted revenue, adjusted EBITDA and adjusted earnings per share as internal measures of business operating performance and as performance

measures for benchmarking against the Company’s peers and competitors. Adjusted EBITDA is also used by the Company in establishing performance goals for purposes of executive compensation. The Company believes its presentation of adjusted

revenue, adjusted EBITDA and adjusted earnings per share provides a meaningful perspective of the underlying operating performance of our current business and enables investors to better understand and evaluate our historical and prospective

operating performance. The Company believes these non-GAAP financial measures are important supplemental measures of operating performance because they eliminate items that vary from period to period without

correlation to our core operating performance and highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. Due to the nature and/or size of the items being excluded, such items do not

reflect future gains, losses, expenses or benefits and are not indicative of our future operating performance. The Company believes investors, analysts and other interested parties use adjusted revenue, adjusted EBITDA, and adjusted earnings per

share in evaluating issuers, and the presentation of these measures facilitates a comparative assessment of the Company’s operating performance in addition to the Company’s performance based on GAAP results.

This release also includes disclosure regarding the Company’s free cash flow. Free cash flow is a non-GAAP

financial measure that is used by the Company as an internal measure of liquidity. The Company defines free cash flow as cash flows from operations minus (i) capital expenditures, (ii) expenditures related to the Company’s franchise

development fund and (iii) the net change in the restricted operating assets and liabilities of the advertising funds and any excess/deficit of advertising funds revenue over advertising funds expense included in net income, as reported under

GAAP. The impact of our advertising funds is excluded because the funds are used solely for advertising and are not available for the Company’s working capital needs. The Company may also make additional adjustments for certain non-recurring or unusual items to the extent identified in the reconciliation tables that accompany this release. The Company believes free cash flow is an important liquidity measure for investors and other

interested persons because it communicates how much cash flow is available for working capital needs or to be used for repurchasing shares, paying dividends, repaying or refinancing debt, financing possible acquisitions or investments or other uses

of cash.

Adjusted revenue, adjusted EBITDA, adjusted earnings per share, and free cash flow are not recognized terms

under GAAP, and the Company’s presentation of these non-GAAP financial measures does not replace the presentation of the Company’s financial results in accordance with GAAP. Because all companies

do not calculate adjusted revenue, adjusted EBITDA, adjusted earnings per share, and free cash flow (and similarly titled financial measures) in the same way, those measures as used by other companies may not be consistent with the way the Company

calculates such measures. The non-GAAP financial measures included in this release should not be construed as substitutes for or better indicators of the Company’s performance than the most directly

comparable GAAP financial measures. See the reconciliation tables that accompany this release for additional information regarding certain of the non-GAAP financial measures included herein.

Key Business Measures

The Company tracks its results of

operations and manages its business using certain key business measures, including same-restaurant sales, systemwide sales and Company-operated restaurant margin, which are measures commonly used in the quick-service restaurant industry that are

important to understanding Company performance.

Same-restaurant sales and systemwide sales each include sales by both Company-operated and franchise

restaurants. The Company reports same-restaurant sales for new restaurants after they have been open for 15 continuous months and for reimaged restaurants as soon as they reopen. Restaurants temporarily closed for more than one fiscal week are

excluded from same-restaurant sales.

Franchise restaurant sales are reported by our franchisees and represent their revenues from sales at franchised

Wendy’s restaurants. Sales by franchise restaurants are not recorded as Company revenues and are not included in the Company’s consolidated financial statements. However, the Company’s royalty revenues are computed as percentages

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

Same-restaurant sales and systemwide sales exclude sales from Argentina due to the highly inflationary economy of that country.

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.

U.S. Company-operated restaurant margin is defined as sales from U.S. Company-operated restaurants less cost of sales divided by sales from U.S.

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 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.

The Wendy’s Company and Subsidiaries

Condensed Consolidated Statements of Operations

Three and Six Month Periods Ended June 29, 2025 and June 28, 2026

(In Thousands Except Per Share Amounts)

(Unaudited)

Three Months Ended

Six Months Ended

2025

2026

2025

2026

Revenues:

Sales

232,853

240,016

452,363

465,513

Franchise royalty revenue

132,233

123,574

253,908

239,764

Franchise fees

24,067

26,197

47,540

57,902

Franchise rental income

60,411

53,363

118,865

112,267

Advertising funds revenue

111,365

127,421

211,725

235,762

560,929

570,571

1,084,401

1,111,208

Costs and expenses:

Cost of sales

196,521

207,275

384,690

408,324

Franchise support and other costs

17,069

22,566

33,665

44,557

Franchise rental expense

32,630

28,039

63,331

58,215

Advertising funds expense

111,374

127,879

212,902

236,494

General and administrative

59,485

66,161

127,689

139,004

Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown

separately below)

36,990

38,061

73,539

78,636

Amortization of cloud computing arrangements

4,056

4,577

8,223

9,339

System optimization gains, net

(387

)

(667

)

(297

)

(2,292

)

Reorganization and realignment costs

174

(518

)

(152

)

Impairment of long-lived assets

1,686

3,120

3,107

5,692

Other operating income, net

(2,929

)

(5,734

)

(9,316

)

(10,814

)

456,669

491,287

897,015

967,003

Operating profit

104,260

79,284

187,386

144,205

Interest expense, net

(30,945

)

(33,850

)

(62,422

)

(67,956

)

Investment loss, net

—

(1,718

)

—

Other income, net

2,585

3,133

7,571

6,483

Income before income taxes

75,900

48,567

130,817

82,732

Provision for income taxes

(20,790

)

(15,951

)

(36,475

)

(27,404

)

Net income

55,110

32,616

94,342

55,328

Basic and diluted net income per share

.29

.17

.48

.29

Number of shares used to calculate basic income per share

191,949

190,426

196,296

190,359

Number of shares used to calculate diluted income per share

192,714

191,212

197,166

191,055

The Wendy’s Company and Subsidiaries

Condensed Consolidated Balance Sheets

As of December 28, 2025 and June 28, 2026

(In Thousands Except Par Value)

(Unaudited)

December 28,

2025

June 28,

2026

ASSETS

Current assets:

Cash and cash equivalents

300,833

341,211

Restricted cash

39,207

38,786

Accounts and notes receivable, net

117,333

109,247

Inventories

7,387

7,036

Prepaid expenses and other current assets

55,412

78,922

Advertising funds restricted assets

97,867

102,897

Total current assets

618,039

678,099

Properties

937,795

895,598

Finance lease assets

312,844

319,808

Operating lease assets

642,589

582,630

Goodwill

774,088

773,119

Other intangible assets

1,170,671

1,147,228

Investments

25,227

22,988

Net investment in sales-type and direct financing leases

284,891

276,853

Other assets

190,417

187,893

Total assets

4,956,561

4,884,216

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Current portion of long-term debt

29,750

Current portion of finance lease liabilities

26,673

27,538

Current portion of operating lease liabilities

51,119

51,953

Accounts payable

30,450

21,440

Accrued expenses and other current liabilities

116,655

124,713

Advertising funds restricted liabilities

96,454

102,078

Total current liabilities

351,101

357,472

Long-term debt

2,730,502

2,719,239

Long-term finance lease liabilities

646,715

647,637

Long-term operating lease liabilities

660,257

596,408

Deferred income taxes

287,753

289,268

Deferred franchise fees

87,956

81,671

Other liabilities

74,894

72,054

Total liabilities

4,839,178

4,763,749

Commitments and contingencies

Stockholders’ equity:

Common stock, $0.10 par value; 1,500,000 shares authorized;

470,424 shares issued; 190,324 and

190,639 shares outstanding, respectively

47,042

Additional paid-in capital

2,986,150

2,990,095

Retained earnings

435,124

437,099

Common stock held in treasury, at cost; 280,100 and 279,785 shares, respectively

(3,286,965

)

(3,283,017

)

Accumulated other comprehensive loss

(63,968

)

(70,752

)

Total stockholders’ equity

117,383

120,467

Total liabilities and stockholders’ equity

4,956,561

4,884,216

The Wendy’s Company and Subsidiaries

Condensed Consolidated Statements of Cash Flows

Six Month Periods Ended June 29, 2025 and June 28, 2026

(In Thousands)

(Unaudited)

Six Months Ended

2025

2026

Cash flows from operating activities:

Net income

94,342

55,328

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization (exclusive of amortization of

cloud computing arrangements shown

separately below)

73,539

78,636

Amortization of cloud computing arrangements

8,223

9,339

Share-based compensation

10,704

8,187

Impairment of long-lived assets

3,107

5,692

Deferred income tax

822

1,375

Non-cash rental expense, net

21,406

25,938

Change in operating lease liabilities

(24,482

)

(25,247

)

Net receipt of deferred vendor incentives

8,421

9,781

System optimization gains, net

(297

)

(2,292

)

Distributions received from joint ventures, net of equity in earnings

1,679

1,221

Long-term debt-related activities, net

3,744

3,612

Cloud computing arrangements expenditures

(9,335

)

(10,241

)

Changes in operating assets and liabilities and other, net

(45,865

)

(1,372

)

Net cash provided by operating activities

146,008

159,957

Cash flows from investing activities:

Capital expenditures

(39,050

)

(31,439

)

Franchise development fund

(16,518

)

(10,998

)

Dispositions

1,355

4,664

Notes receivable, net

1,949

—

Net cash used in investing activities

(52,264

)

(37,773

)

Cash flows from financing activities:

Proceeds from long-term debt

23,500

17,800

Repayments of long-term debt

(23,125

)

(32,675

)

Repayments of finance lease liabilities

(10,666

)

(12,106

)

Repurchases of common stock

(186,516

)

(1,922

)

Dividends

(76,243

)

(53,316

)

Proceeds from stock option exercises

1,717

—

Payments related to tax withholding for share-based compensation

(1,354

)

(449

)

Net cash used in financing activities

(272,687

)

(82,668

)

Net cash (used in) provided by operations before effect of exchange rate changes on cash

(178,943

)

39,516

Effect of exchange rate changes on cash

5,437

(2,408

)

Net (decrease) increase in cash, cash equivalents and restricted cash

(173,506

)

37,108

Cash, cash equivalents and restricted cash at beginning of period

503,608

357,672

Cash, cash equivalents and restricted cash at end of period

330,102

394,780

The Wendy’s Company and Subsidiaries

Reconciliations of Net Income to Adjusted EBITDA and Revenues to Adjusted Revenues

Three and Six Month Periods Ended June 29, 2025 and June 28, 2026

(In Thousands)

(Unaudited)

Three Months Ended

Six Months Ended

2025

2026

2025

2026

Net income

55,110

32,616

94,342

55,328

Provision for income taxes

20,790

15,951

36,475

27,404

Income before income taxes

75,900

48,567

130,817

82,732

Other income, net

(2,585

)

(3,133

)

(7,571

)

(6,483

)

Investment loss, net

—

1,718

—

Interest expense, net

30,945

33,850

62,422

67,956

Operating profit

104,260

79,284

187,386

144,205

Plus (less):

Advertising funds revenue

(111,365

)

(127,421

)

(211,725

)

(235,762

)

Advertising funds expense (a)

111,225

127,126

211,441

235,738

Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown

separately below)

36,990

38,061

73,539

78,636

Amortization of cloud computing arrangements

4,056

4,577

8,223

9,339

System optimization gains, net

(387

)

(667

)

(297

)

(2,292

)

Reorganization and realignment costs

174

(518

)

(152

)

Impairment of long-lived assets

1,686

3,120

3,107

5,692

Adjusted EBITDA

146,639

124,090

271,156

235,404

Revenues

560,929

570,571

1,084,401

1,111,208

Less:

Advertising funds revenue

(111,365

)

(127,421

)

(211,725

)

(235,762

)

Adjusted revenues

449,564

443,150

872,676

875,446

(a)

Excludes advertising funds expense of $183 and $342 for the three and six months ended June 29, 2025

related to the Company’s funding of incremental advertising. There was no funding of incremental advertising during the three and six months ended June 28, 2026. In addition, excludes other international-related advertising surplus

(deficit) of $34 and $(1,119) for the three and six months ended June 29, 2025, respectively, and $(753) and $(756) for the three and six months ended June 28, 2026, respectively.

The Wendy’s Company and Subsidiaries

Reconciliation of Net Income and Diluted Earnings Per Share to

Adjusted Income and Adjusted Earnings Per Share

Three and Six Month Periods Ended June 29, 2025 and June 28, 2026

(In Thousands Except Per Share Amounts)

(Unaudited)

Three Months Ended

Six Months Ended

2025

2026

2025

2026

Net income

55,110

32,616

94,342

55,328

Plus (less):

Advertising funds revenue

(111,365

)

(127,421

)

(211,725

)

(235,762

)

Advertising funds expense (a)

111,225

127,126

211,441

235,738

System optimization gains, net

(387

)

(667

)

(297

)

(2,292

)

Reorganization and realignment costs

174

(518

)

(152

)

Impairment of long-lived assets

1,686

3,120

3,107

5,692

Total adjustments

1,333

2,168

2,008

3,224

Income tax impact on adjustments (b)

(371

)

(588

)

(580

)

(780

)

Total adjustments, net of income taxes

962

1,580

1,428

2,444

Adjusted income

56,072

34,196

95,770

57,772

Diluted earnings per share

.29

.17

.48

.29

Total adjustments per share, net of income taxes

—

.01

Adjusted earnings per share

.29

.18

.49

.30

(a)

Excludes advertising funds expense of $183 and $342 for the three and six months ended June 29, 2025

(deficit) of $34 and $(1,119) for the three and six months ended June 29, 2025, respectively, and $(753) and $(756) for the three and six months ended June 28, 2026, respectively.

(b)

Adjustments relate to the tax effect of non-GAAP adjustments, which

were determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates.

The Wendy’s Company and Subsidiaries

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

Six Month Periods Ended June 29, 2025 and June 28, 2026

(In Thousands)

(Unaudited)

Six Months Ended

2025

2026

Net cash provided by operating activities

146,008

159,957

Plus (less):

Capital expenditures

(39,050

)

(31,439

)

Franchise development fund

(16,518

)

(10,998

)

Advertising funds impact (a)

19,065

2,759

Free cash flow

109,505

120,279

(a)

Represents the net change in the restricted operating assets and liabilities of our advertising funds, which is

included in “Changes in operating assets and liabilities and other, net,” and the excess of advertising funds expense over advertising funds revenue, which is included in “Net income.”

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