Financial Analysis

(16) Acquisitions During 2025, the Company acquired 35 restaurants from a franchisee. The Company did not incur any material acquisition-related costs associated with the acquisition and the transaction was not significant to our consolidated financial statements. The table below presents the allocation of the total purchase price to the fair value of assets acquired and liabilities assumed for restaurants acquired from a franchisee: Year Ended December 28, 2025 (a) Restaurants acquired from franchisee 35 Total consideration paid, net of cash received $ 16,854 Identifiable assets acquired and liabilities assumed: Properties 8,026 Acquired franchise rights 7,583 Finance lease assets 43,109 Operating lease assets 7,826 Finance lease liabilities (43,717) Operating lease liabilities (7,370) Other 148 Total identifiable net assets 15,605 Goodwill $ 1,249 _______________ (a) The fair value of assets acquired and liabilities assumed related to restaurants acquired in the third quarter of 2025 were provisional amounts as of September 28, 2025, pending final purchase accounting adjustments. The Company finalized the purchase price allocation during the fourth quarter of 2025, which resulted in an increase in properties of $1,787 and a decrease in acquired franchise rights of $569.

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Long-Term Debt Long-term debt consisted of the following: Year End December 28, 2025 December 29, 2024 Class A-2 Notes: 5.422% Series 2025-1 Class A-2-I Notes, anticipated repayment date 2032 $ 450,000 $ 4.236% Series 2022-1 Class A-2-I Notes, anticipated repayment date 2029 96,500 97,500 4.535% Series 2022-1 Class A-2-II Notes, anticipated repayment date 2032 382,134 386,134 2.370% Series 2021-1 Class A-2-I Notes, anticipated repayment date 2029 414,269 418,769 2.775% Series 2021-1 Class A-2-II Notes, anticipated repayment date 2031 620,530 627,030 3.783% Series 2019-1 Class A-2-I Notes, repaid in connection with the December 2025 refinancing 353,673 4.080% Series 2019-1 Class A-2-II Notes, anticipated repayment date 2029 394,123 398,623 3.884% Series 2018-1 Class A-2-II Notes, anticipated repayment date 2028 431,599 436,349 7% debentures, repaid at December 2025 maturity date 48,913 Unamortized debt issuance costs (28,903) (26,698) 2,760,252 2,740,293 Less amounts payable within one year (29,750) (78,163) Total long-term debt $ 2,730,502 $ 2,662,130 Aggregate annual maturities of long-term debt as of December 28, 2025 were as follows: Fiscal Year 2026 $ 29,750 2027 29,750 2028 447,099 2029 889,892 2030 15,000 Thereafter 1,377,664 $ 2,789,155 Senior Notes Wendys Funding, LLC (Wendys Funding), a limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiary of The Wendys Company, is the master issuer (the Master Issuer) of outstanding senior secured notes under a securi …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following tables disaggregate revenue by segment and source for 2025, 2024 and 2023: Wendys U.S. Wendys International Global Real Estate & Development Total 2025 Sales at Company-operated restaurants $ 887,512 $ 28,813 $ $ 916,325 Franchise royalty revenue 429,039 75,508 504,547 Franchise fees 84,101 11,027 3,056 98,184 Franchise rental income 235,750 235,750 Advertising funds revenue 384,472 37,613 422,085 Total revenues $ 1,785,124 $ 152,961 $ 238,806 $ 2,176,891 2024 Sales at Company-operated restaurants $ 898,886 $ 27,019 $ $ 925,905 Franchise royalty revenue 456,648 71,740 528,388 Franchise fees 82,703 9,347 5,564 97,614 Franchise rental income 236,493 236,493 Advertising funds revenue 421,508 36,584 458,092 Total revenues $ 1,859,745 $ 144,690 $ 242,057 $ 2,246,492 2023 Sales at Company-operated restaurants $ 905,700 $ 24,383 $ $ 930,083 Franchise royalty revenue 444,653 67,506 512,159 Franchise fees 68,749 6,406 5,017 80,172 Franchise rental income 230,168 230,168 Advertising funds revenue 396,743 32,253 428,996 Total revenues $ 1,815,845 $ 130,548 $ 235,185 $ 2,181,578 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

Share-Based Compensation The Company has the ability to grant stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and performance compensation awards to current or prospective employees, directors, officers, consultants or advisors. During 2020, the Companys Board of Directors and its stockholders approved the adoption of the 2020 Omnibus Award Plan (the 2020 Plan) for the issuance of equity instruments as described above. The Companys previous 2010 Omnibus Award Plan (as amended, the 2010 Plan) expired in accordance with its terms in 2020. All equity grants in 2025, 2024, and 2023 were issued from the 2020 Plan. The 2020 Plan is currently the only equity plan from which future equity awards may be granted, but outstanding awards granted under the 2010 Plan will continue to be governed by the terms of the 2010 Plan. As of December 28, 2025, there were approximately 8,071 shares of common stock available for future grants under the 2020 Plan. During the periods presented in the consolidated financial statements, the Company settled all exercises of stock options and vesting of restricted shares, including performance shares, with treasury shares. Stock Options The Company grants stock options that have maximum contractual terms of 10 years and primarily vest ratably over three years. The exercise price of options granted is equal to the market price of the Companys common stock on the date of grant. The fair value of sto …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques under the accounting guidance related to fair value measurements are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. These inputs are classified into the following hierarchy: Level 1 Inputs - Quoted prices for identical assets or liabilities in active markets. Level 2 Inputs - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs - Pricing inputs are unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value require significant management judgment or estimation. Financial Instruments The following table presents the carrying amounts and estimated fair values of the Companys financial instruments: Year End December 28, 2025 December 29, 2024 Carrying Amount Fair Value Carrying Amount Fair Value Fair Value Measurements Financial assets Cash equivalents $ 210,607 $ 210 …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill and Other Intangible Assets Goodwill activity for 2025 and 2024 was as follows: Wendys U.S. Wendys International Global Real Estate & Development Total Balance at December 31, 2023: Goodwill, gross $ 620,603 $ 39,973 $ 122,548 $ 783,124 Accumulated impairment losses (a) (9,397) (9,397) Goodwill, net 620,603 30,576 122,548 773,727 Changes in goodwill: Currency translation adjustment (2,259) (2,259) Balance at December 29, 2024: Goodwill, gross 620,603 37,714 122,548 780,865 Accumulated impairment losses (a) (9,397) (9,397) Goodwill, net 620,603 28,317 122,548 771,468 Changes in goodwill: Restaurant acquisitions 1,249 1,249 Currency translation adjustment 1,371 1,371 Balance at December 28, 2025: Goodwill, gross 621,852 39,085 122,548 783,485 Accumulated impairment losses (a) (9,397) (9,397) Goodwill, net $ 621,852 $ 29,688 $ 122,548 $ 774,088 _______________ (a) Accumulated impairment losses resulted from the full impairment of goodwill of the Wendys international franchise restaurants during the fourth quarter of 2013. The following is a summary of the components of other intangible assets and the related amortization expense: Year End December 28, 2025 December 29, 2024 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Indefinite-lived: Trademarks $ 903,000 $ $ 903,000 $ 903,000 $ $ 903,000 Definite-lived: Franchise agreements 348,151 (286,182) 61,969 347,370 (268,976) 78,394 Favorable leases 138,730 (79,992) 58,738 144,734 (77,352) 67,382 Reac …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Income Taxes Income before income taxes is set forth below: Year Ended 2025 2024 2023 Domestic $ 210,514 $ 254,309 $ 264,423 Foreign (a) 16,732 18,104 14,995 $ 227,246 $ 272,413 $ 279,418 _______________ (a) Excludes foreign income of domestic subsidiaries. The (provision for) benefit from income taxes is set forth below: Year Ended 2025 2024 2023 Current: U.S. federal $ (16,541) $ (55,875) $ (50,435) U.S. state (7,263) (12,888) (13,730) Foreign (14,906) (14,822) (11,620) Current tax provision (38,710) (83,585) (75,785) Deferred: U.S. federal (19,543) 10,786 2,163 U.S. state (4,489) (5,409) 564 Foreign 571 152 (1,920) Deferred tax (provision) benefit (23,461) 5,529 807 Income tax provision $ (62,171) $ (78,056) $ (74,978) Deferred tax assets (liabilities) are set forth below: Year End December 28, 2025 December 29, 2024 Deferred tax assets: Operating and finance lease liabilities $ 341,414 $ 333,033 Net operating loss and credit carryforwards 52,753 51,667 Deferred revenue 22,953 23,085 Other 46,509 51,626 Valuation allowances (44,737) (38,536) Total deferred tax assets 418,892 420,875 Deferred tax liabilities: Operating and finance lease assets (307,378) (300,498) Intangible assets (291,333) (282,186) Fixed assets (66,902) (61,160) Other (41,032) (40,451) Total deferred tax liabilities (706,645) (684,295) $ (287,753) $ (263,420) The amounts and expiration dates of tax credit and net operating loss carryforwards are as follows: Amount Expiration Tax credit carryforwards: U.S. …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

The Company is involved in litigation and claims incidental to our business. We provide accruals for such litigation and claims when we determine it is probable that a liability has been incurred and the loss is reasonably estimable. The Company believes it has adequate accruals for all of our legal and environmental matters. We cannot estimate the aggregate possible range of loss for our existing litigation and claims due to various reasons, including, but not limited to, many proceedings being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur, and significant factual matters unresolved. In addition, most cases seek an indeterminate amount of damages and many involve multiple parties. Predicting the outcomes of settlement discussions or judicial or arbitral decisions is thus inherently difficult and future developments could cause these actions or claims, individually or in aggregate, to have a material adverse effect on the Companys financial condition, results of operations, or cash flows of a particular reporting period. …

LegalMattersAndContingenciesTextBlock · excerpt; the full note is in the filing

Leases Nature of Leases The Company operates restaurants that are located on sites owned by us and sites leased by us from third parties. In addition, the Company owns sites and leases sites from third parties, which it leases and/or subleases to franchisees. The Company also leases restaurant, office and transportation equipment. As of December 28, 2025, the nature of restaurants operated by the Company and its franchisees was as follows: Year End December 28, 2025 Company-operated restaurants: Owned land and building 155 Owned building and held long-term land leases 142 Leased land and building 137 Total Company-operated restaurants 434 Franchisee-operated restaurants: Company-owned properties leased to franchisees 491 Company-leased properties subleased to franchisees 1,146 Other franchisee-operated restaurants 5,326 Total franchisee-operated restaurants 6,963 Total Company-operated and franchisee-operated restaurants 7,397 Company as Lessee The components of lease cost for 2025, 2024 and 2023 are as follows: Year Ended 2025 2024 2023 Finance lease cost: Amortization of finance lease assets $ 18,901 $ 13,877 $ 16,061 Interest on finance lease liabilities 44,650 43,051 42,624 63,551 56,928 58,685 Operating lease cost 81,762 84,382 85,138 Variable lease cost (a) 67,633 66,977 66,859 Short-term lease cost 5,234 5,420 5,864 Total operating lease cost (b) 154,629 156,779 157,861 Total lease cost $ 218,180 $ 213,707 $ 216,546 _______________ (a) Includes expenses for executory c …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

New Accounting Standards Adopted Income Tax Disclosures In December 2023, the Financial Accounting Standards Board (FASB) issued an amendment to enhance its income tax disclosure requirements. The amendment requires annual disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The amendment also requires annual disclosure of income taxes paid disaggregated by federal, state and foreign taxes and by individual jurisdictions in which income taxes paid is equal to or greater than 5% of total income taxes paid. The Company adopted this amendment retrospectively during the fourth quarter of 2025. The adoption of this amendment did not have a material impact on our consolidated financial statements. See Note 11 for the expanded income tax disclosures. New Accounting Standards Narrow-Scope Improvements of Interim Reporting Requirements In December 2025, the FASB issued an amendment to improve the navigability of the required interim disclosures and to provide guidance on what disclosures should be provided in interim reporting periods. The amendment is effective commencing with our 2028 fiscal year. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements. Accounting for and Disclosure of Software Costs In September 2025, the FASB issued an amendment to modernize the accounting for costs related to internal-use software, improving the ope …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Retirement Benefit Plan The Company has a 401(k) defined contribution plan (the 401(k) Plan) for employees who meet certain minimum requirements and elect to participate. The 401(k) Plan permits employees to contribute up to 75% of their compensation, subject to certain limitations, and provides for matching employee contributions up to 4% of compensation and for discretionary profit sharing contributions. In connection with the matching contributions, the Company recognized compensation expense of $6,718, $6,228 and $5,947 in 2025, 2024 and 2023, respectively. …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

Transactions with Related Parties The following is a summary of transactions between the Company and its related parties: Year Ended 2025 2024 2023 Transactions with QSCC: Wendys Co-op (a) $ 118 $ 3,493 $ 363 Rental receipts (b) 289 277 231 TimWen lease and management fee payments, net (c) $ 21,033 $ 21,172 $ 20,653 Transactions with Yellow Cab (d) $ 15,197 $ 15,417 $ 14,757 Transactions with AMC (e) $ 800 $ 2,010 $ 2,366 _______________ Transactions with QSCC (a) Wendys has a purchasing co-op relationship structure (the Wendys Co-op) with its franchisees that establishes Quality Supply Chain Co-op, Inc. (QSCC). QSCC manages, for the Wendys system in the U.S. and Canada, contracts for the purchase and distribution of food, proprietary paper, operating supplies and equipment under national agreements with pricing based upon total system volume. QSCCs supply chain management facilitates continuity of supply and provides consolidated purchasing efficiencies while monitoring and seeking to minimize possible obsolete inventory throughout the Wendys supply chain in the U.S. and Canada. Wendys and its franchisees pay sourcing fees to third-party vendors on certain products sourced by QSCC. Such sourcing fees are remitted by these vendors to QSCC and are the primary means of funding QSCCs operations. In addition, QSCC collects certain rebates, price variance and other recoveries, technology fees, convention fees and other funding from third-party vendors as part of the administration …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Reorganization and Realignment Costs The following is a summary of the initiatives included in Reorganization and realignment costs : Year Ended 2025 2024 2023 Organizational Redesign Plan $ (753) $ 8,367 $ 9,064 Other reorganization and realignment plans 628 161 136 Reorganization and realignment costs $ (125) $ 8,528 $ 9,200 Organizational Redesign In February 2023, the Board of Directors approved a plan to redesign the Companys organizational structure to better support the execution of the Companys long-term growth strategy by maximizing organizational efficiency and streamlining decision making (the Organizational Redesign Plan). Additionally, in January 2024, the Board of Directors announced the appointment of a new President and Chief Executive Officer and the departure of the Companys previous President and Chief Executive Officer. The Company expects to incur total costs of approximately $17,000 related to the Organizational Redesign Plan, including costs related to the 2024 succession of the President and Chief Executive Officer role. During 2025, the Company recognized costs totaling $(753), which primarily included a reversal of a severance accrual. During 2024 and 2023, the Company recognized costs totaling $8,367 and $9,064, respectively, which primarily included severance and related employee costs and share-based compensation. The Company expects costs related to the Organizational Redesign Plan to continue into 2026. The following is a summary of the costs re …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

Revenue Nature of Goods and Services The Company generates revenues from sales at Company-operated restaurants and earns royalties, fees and rental income from franchised restaurants. Revenues are recognized upon delivery of food to the customer at Company-operated restaurants or upon the fulfillment of terms outlined in the franchise agreement for franchised restaurants. The franchise agreement provides the franchisee the right to construct, own and operate a Wendys restaurant upon a site accepted by Wendys and to use the Wendys system in connection with the operation of the restaurant at that site. The franchise agreement generally provides for a 20-year term and a 10-year renewal subject to certain conditions. The initial term may be extended up to 25 years at the franchisees option. The franchise agreement requires that the franchisee pay a royalty based on a percentage of sales at the franchised restaurant, as well as make contributions to the applicable Advertising Fund based on a percentage of sales. Wendys may offer development incentive programs from time to time that provide for a discount or lesser royalty amount or Advertising Fund contribution for a limited period of time. The agreement also typically requires that the franchisee pay Wendys a technical assistance fee. The technical assistance fee is used to defray some of the costs to Wendys for start-up and transitional services related to new and existing franchisees in the development and opening of new restau …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segment Information The Company is comprised of the following reportable and operating segments: (1) Wendys U.S., (2) Wendys International and (3) Global Real Estate & Development. Wendys U.S. includes the operation and franchising of Wendys 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. Wendys International includes the operation and franchising of Wendys 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 Franchise Flips and providing other development-related services to franchisees. The Company measures profit using segment adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), which excludes certain unallocated general and administrative expenses and other items that vary from period to period without correlation to the Companys core operating performance. The Companys Interim Chief Executive Officer and Chief Financial Officer is the …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Stockholders Equity Dividends During 2025, 2024 and 2023, the Company paid dividends per share of $.67, $1.00 and $1.00, respectively. Treasury Stock There were 470,424 shares of common stock issued at the beginning and end of 2025, 2024 and 2023. Treasury stock activity for 2025, 2024 and 2023 was as follows: Year Ended 2025 2024 2023 Number of shares at beginning of year 266,590 265,027 257,323 Repurchases of common stock 14,361 4,305 9,107 Common shares issued: Stock options, net (208) (1,986) (989) Restricted stock, net (501) (652) (322) Director fees (24) (20) (22) Other (118) (84) (70) Number of shares at end of year 280,100 266,590 265,027 Repurchases of Common Stock In January 2023, our Board of Directors authorized a repurchase program for up to $500,000 of our common stock through February 28, 2027, when and if market conditions warrant and to the extent legally permissible (the January 2023 Authorization). During 2025, the Company repurchased 14,361 shares under the January 2023 Authorization with an aggregate purchase price of $200,000, excluding excise tax of $1,930 and commissions of $201. During 2025, the Company paid $565 in excise tax on shares repurchased during 2024. As of December 28, 2025, the Company had $35,000 of availability remaining under the January 2023 Authorization. During 2024, the Company repurchased 4,305 shares under the January 2023 Authorization with an aggregate purchase price of $75,000, excluding excise tax of $564 and commissions of $6 …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

(11) Acquisition During the nine months ended September 28, 2025, the Company acquired 35 restaurants from a franchisee. The Company did not incur any material acquisition-related costs associated with the acquisition and the transaction was not significant to our condensed consolidated financial statements. The table below presents the allocation of the total purchase price to the preliminary fair value of assets acquired and liabilities assumed for restaurants acquired from a franchisee: Nine Months Ended September 28, 2025 (a) Restaurants acquired from a franchisee 35 Total consideration paid, net of cash received $ 16,854 Identifiable assets acquired and liabilities assumed: Properties 6,239 Acquired franchise rights 8,152 Finance lease assets 43,109 Operating lease assets 7,826 Finance lease liabilities (43,717) Operating lease liabilities (7,370) Other 148 Total identifiable net assets 14,387 Goodwill $ 2,467 _______________ (a) The fair value of the assets acquired are provisional amounts as of September 28, 2025, pending final purchase accounting adjustments. The Company utilized management estimates and consultation with an independent third-party valuation firm to assist in the valuation process.

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Long-Term Debt Long-term debt consisted of the following: September 28, 2025 December 29, 2024 Class A-2 Notes: 4.236% Series 2022-1 Class A-2-I Notes, anticipated repayment date 2029 $ 96,750 $ 97,500 4.535% Series 2022-1 Class A-2-II Notes, anticipated repayment date 2032 383,134 386,134 2.370% Series 2021-1 Class A-2-I Notes, anticipated repayment date 2029 415,394 418,769 2.775% Series 2021-1 Class A-2-II Notes, anticipated repayment date 2031 622,155 627,030 3.783% Series 2019-1 Class A-2-I Notes, anticipated repayment date 2026 350,673 353,673 4.080% Series 2019-1 Class A-2-II Notes, anticipated repayment date 2029 395,248 398,623 3.884% Series 2018-1 Class A-2-II Notes, anticipated repayment date 2028 432,787 436,349 7% debentures, due in December 2025 49,413 48,913 Unamortized debt issuance costs (21,596) (26,698) 2,723,958 2,740,293 Less amounts payable within one year (425,336) (78,163) Total long-term debt $ 2,298,622 $ 2,662,130 Other Long-Term Debt Wendys U.S. advertising fund has a revolving line of credit of $15,000, which was established to support the Companys advertising fund operations and bears interest at the Secured Overnight Financing Rate (SOFR) plus 2.25%. Borrowings under the line of credit are guaranteed by Wendys. During the three months ended March 30, 2025, the Company borrowed and repaid $15,000 and $8,500, respectively, under the revolving line of credit. During the three months ended June 29, 2025, the Company borrowed an additional $8,500 und …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following tables disaggregate revenue by segment and source: Wendys U.S. Wendys International Global Real Estate & Development Total Three Months Ended September 28, 2025 Sales at Company-operated restaurants $ 225,264 $ 7,890 $ $ 233,154 Franchise royalty revenue 108,201 19,611 127,812 Franchise fees 20,879 2,471 848 24,198 Franchise rental income 57,339 57,339 Advertising funds revenue 97,073 9,940 107,013 Total revenues $ 451,417 $ 39,912 $ 58,187 $ 549,516 Three Months Ended September 29, 2024 Sales at Company-operated restaurants $ 222,745 $ 7,658 $ $ 230,403 Franchise royalty revenue 114,379 18,222 132,601 Franchise fees 17,859 2,306 1,102 21,267 Franchise rental income 59,314 59,314 Advertising funds revenue 113,742 9,412 123,154 Total revenues $ 468,725 $ 37,598 $ 60,416 $ 566,739 Wendys U.S. Wendys International Global Real Estate & Development Total Nine Months Ended September 28, 2025 Sales at Company-operated restaurants $ 663,981 $ 21,536 $ $ 685,517 Franchise royalty revenue 325,449 56,271 381,720 Franchise fees 62,555 7,126 2,057 71,738 Franchise rental income 176,204 176,204 Advertising funds revenue 290,188 28,550 318,738 Total revenues $ 1,342,173 $ 113,483 $ 178,261 $ 1,633,917 Nine Months Ended September 29, 2024 Sales at Company-operated restaurants $ 673,364 $ 19,717 $ $ 693,081 Franchise royalty revenue 341,229 53,370 394,599 Franchise fees 53,511 6,584 3,344 63,439 Franchise rental income 177,938 177,938 Advertising funds revenue 316,059 27 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques under the accounting guidance related to fair value measurements are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. These inputs are classified into the following hierarchy: Level 1 Inputs - Quoted prices for identical assets or liabilities in active markets. Level 2 Inputs - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs - Pricing inputs are unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value require significant management judgment or estimation. Financial Instruments The following table presents the carrying amounts and estimated fair values of the Companys financial instruments: September 28, 2025 December 29, 2024 Carrying Amount Fair Value Carrying Amount Fair Value Fair Value Measurements Financial assets Cash equivalents $ 146,711 $ 146,711 $ 3 …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Income Taxes The Companys effective tax rate for the three months ended September 28, 2025 and September 29, 2024 was 30.0% and 27.9%, respectively. The Companys effective tax rate varied from the U.S. federal statutory rate of 21% for the three months ended September 28, 2025 primarily due to state income taxes, the tax effects of our foreign operations and share-based compensation. The Companys effective tax rate for the nine months ended September 28, 2025 and September 29, 2024 was 28.6% and 27.3%, respectively. The Companys effective tax rate varied from the U.S. federal statutory rate of 21% for the nine months ended September 28, 2025 primarily due to state income taxes and the tax effects of our foreign operations. On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted. Key provisions include the permanent extension of several business tax incentives originally established under the 2017 Tax Cuts and Jobs Act, as well as changes to provisions related to bonus depreciation, and research and development. The Company is currently evaluating the impact of the OBBBA on our condensed consolidated financial statements. We currently expect that these changes will have an impact on the Companys current and deferred tax assets and liabilities as well as a favorable impact on the amount of cash taxes paid. …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Legal and Environmental Matters The Company is involved in litigation and claims incidental to our business. We provide accruals for such litigation and claims when we determine it is probable that a liability has been incurred and the loss is reasonably estimable. The Company believes it has adequate accruals for all of its legal and environmental matters. We cannot estimate the aggregate possible range of loss for our existing litigation and claims due to various reasons, including, but not limited to, many proceedings being in preliminary stages, with various motions either yet to be submitted or pending, discovery yet to occur and significant factual matters unresolved. In addition, most cases seek an indeterminate amount of damages and many involve multiple parties. Predicting the outcomes of settlement discussions or judicial or arbitral decisions is thus inherently difficult and future developments could cause these actions or claims, individually or in aggregate, to have a material adverse effect on the Companys financial condition, results of operations, or cash flows of a particular reporting period. …

LegalMattersAndContingenciesTextBlock · excerpt; the full note is in the filing

Leases Nature of Leases The Company operates restaurants that are located on sites owned by us and sites leased by us from third parties. In addition, the Company owns sites and leases sites from third parties, which it leases and/or subleases to franchisees. The Company also leases restaurant, office and transportation equipment. As of September 28, 2025, the nature of restaurants operated by the Company and its franchisees was as follows: September 28, 2025 Company-operated restaurants: Owned land and building 155 Owned building and held long-term land leases 141 Leased land and building 139 Total Company-operated restaurants 435 Franchisee-operated restaurants: Company-owned properties leased to franchisees 490 Company-leased properties subleased to franchisees 1,149 Other franchisee-operated restaurants 5,289 Total franchisee-operated restaurants 6,928 Total Company-operated and franchisee-operated restaurants 7,363 Company as Lessee The components of lease cost are as follows: Three Months Ended Nine Months Ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Finance lease cost: Amortization of finance lease assets $ 5,070 $ 4,779 $ 15,100 $ 13,448 Interest on finance lease liabilities 11,142 10,921 32,884 32,278 16,212 15,700 47,984 45,726 Operating lease cost 19,704 21,496 61,543 64,721 Variable lease cost (a) 17,190 17,087 50,672 50,940 Short-term lease cost 1,284 1,478 3,854 4,098 Total operating lease cost (b) 38,178 40,061 116,069 119,7 …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

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 Wendys leases restaurant facilities from TimWen, which are then subleased to franchisees for the operation of Wendys/Tim Hortons combo units in Canada. Wendys paid TimWen $15,960 and $16,065 under these lease agreements during the nine months ended September 28, 2025 and September 29, 2024, respectively, which has been recorded to Franchise rental expense. In addition, TimWen paid Wendys a management fee under the TimWen joint venture agreement of $174 and $179 during the nine months ended September 28, 2025 and September 29, 2024, respectively, which is included as a reduction to General and administrative. Transactions with QSCC Wendys has a purchasing co-op relationship structure with its franchisees that establishes Quality Supply Chain Co-op, Inc. (QSCC). QSCC manages, for the Wendys system in the U.S. and Canada, contracts for the purchase and distribution of food, proprietary paper, operating supplies and equipment under national agreements with pricing based upon total system volume. QSCCs supply chain management facilitates continuity of supply and provides consolidated purchasing efficiencies while monitoring and seeking to minimize possible obsolete inventory throughout the …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Reorganization and Realignment Costs The following is a summary of the initiatives included in Reorganization and realignment costs: Three Months Ended Nine Months Ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Organizational Redesign Plan $ 24 $ 296 $ (820) $ 8,327 Other reorganization and realignment plans 292 58 618 152 Reorganization and realignment costs $ 316 $ 354 $ (202) $ 8,479 Organizational Redesign In February 2023, the Board of Directors approved a plan to redesign the Companys organizational structure to better support the execution of the Companys long-term growth strategy by maximizing organizational efficiency and streamlining decision making (the Organizational Redesign Plan). Additionally, in January 2024, the Board of Directors announced the appointment of a new President and Chief Executive Officer and the departure of the Companys previous President and Chief Executive Officer. The Company expects to incur total costs of approximately $17,000 related to the Organizational Redesign Plan, including costs related to the 2024 succession of the President and Chief Executive Officer role. During the nine months ended September 28, 2025, the Company recognized costs totaling $(820), which primarily included a reversal of a severance accrual. During the nine months ended September 29, 2024, the Company recognized costs totaling $8,327, which primarily included severance and related employee costs. The Company expects to incur a …

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Revenue Disaggregation of Revenue The following tables disaggregate revenue by segment and source: Wendys U.S. Wendys International Global Real Estate & Development Total Three Months Ended September 28, 2025 Sales at Company-operated restaurants $ 225,264 $ 7,890 $ $ 233,154 Franchise royalty revenue 108,201 19,611 127,812 Franchise fees 20,879 2,471 848 24,198 Franchise rental income 57,339 57,339 Advertising funds revenue 97,073 9,940 107,013 Total revenues $ 451,417 $ 39,912 $ 58,187 $ 549,516 Three Months Ended September 29, 2024 Sales at Company-operated restaurants $ 222,745 $ 7,658 $ $ 230,403 Franchise royalty revenue 114,379 18,222 132,601 Franchise fees 17,859 2,306 1,102 21,267 Franchise rental income 59,314 59,314 Advertising funds revenue 113,742 9,412 123,154 Total revenues $ 468,725 $ 37,598 $ 60,416 $ 566,739 Wendys U.S. Wendys International Global Real Estate & Development Total Nine Months Ended September 28, 2025 Sales at Company-operated restaurants $ 663,981 $ 21,536 $ $ 685,517 Franchise royalty revenue 325,449 56,271 381,720 Franchise fees 62,555 7,126 2,057 71,738 Franchise rental income 176,204 176,204 Advertising funds revenue 290,188 28,550 318,738 Total revenues $ 1,342,173 $ 113,483 $ 178,261 $ 1,633,917 Nine Months Ended September 29, 2024 Sales at Company-operated restaurants $ 673,364 $ 19,717 $ $ 693,081 Franchise royalty revenue 341,229 53,370 394,599 Franchise fees 53,511 6,584 3,344 63,439 Franchise rental income 177,938 177,938 Ad …

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Segment Information Wendys U.S. revenue, significant segment expenses and segment adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) are as follows: Three Months Ended Nine Months Ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Wendys U.S. revenue $ 451,417 $ 468,725 $ 1,342,173 $ 1,384,163 Wendys U.S. expense Cost of sales 195,837 187,941 566,332 566,920 Franchise support and other costs 14,623 12,426 41,478 38,511 Advertising fund expense (a) 97,073 119,719 290,188 329,445 General and administrative 20,575 18,812 62,618 56,804 Other segment items (b) 23 37 135 160 Wendys U.S. adjusted EBITDA $ 123,286 $ 129,790 $ 381,422 $ 392,323 _______________ (a) Includes advertising fund expense of $5,977 and $13,386 for the three and nine months ended September 29, 2024, respectively, related to the Companys funding of incremental advertising. There was no funding of incremental advertising during the three and nine months ended September 28, 2025. (b) Other segment items for the three and nine months ended September 28, 2025 and September 29, 2024 primarily include professional fees. Wendys International revenue, significant segment expenses and segment adjusted EBITDA are as follows: Three Months Ended Nine Months Ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Wendys International revenue $ 39,912 $ 37,598 $ 113,483 $ 106,774 Wendys International expense Cost of sales 8,422 7,697 22,61 …

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Stockholders Equity Dividends During the first, second, and third quarters of 2025, the Company paid dividends per share of $.25, $.14 and $.14, respectively. During each of the first, second, and third quarters of 2024, the Company paid dividends per share of $.25. Repurchases of Common Stock In January 2023, our Board of Directors authorized a repurchase program for up to $500,000 of our common stock through February 28, 2027, when and if market conditions warrant and to the extent legally permissible (the January 2023 Authorization). During the nine months ended September 28, 2025, the Company repurchased 14,361 shares under the January 2023 Authorization with an aggregate purchase price of $200,000, excluding excise tax of $1,930 and commissions of $201. During the nine months ended September 28, 2025, the Company paid $565 in excise tax on shares repurchased during 2024. As of September 28, 2025, the Company had $35,000 of availability remaining under the January 2023 Authorization. During the nine months ended September 29, 2024, the Company repurchased 3,447 shares under the January 2023 Authorization with an aggregate purchase price of $59,637, of which $203 was accrued as of September 29, 2024, and excluding excise tax of $441 and commissions of $49. Accumulated Other Comprehensive Loss The following table provides a rollforward of accumulated other comprehensive loss, which is entirely comprised of foreign currency translation: Nine Months Ended September 28, 2025 S …

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