Wendy's Co

Previous wording

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 the second largest quick-service restaurant company in the hamburger sandwich segment in the U.S. based on traffic and dollar share, and the third largest globally with 7,334 restaurants in the U.S. and 35 foreign countries and U.S. territories as of June 29, 2025.

Current wording

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 the second largest quick-service restaurant company in the hamburger sandwich segment in the U.S. based on traffic and dollar share, and the third largest globally with 7,363 restaurants in the U.S. and 35 foreign countries and U.S. territories as of September 28, 2025.

Previous wording

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.

Current wording

The Company’s fiscal reporting periods consist of 52 or 53 weeks ending on the Sunday closest to December 31. All three- and nine-month periods presented herein contain 13 weeks and 39 weeks, respectively. All references to years, quarters and months relate to fiscal periods rather than calendar periods.

Previous wording

As of June 29, 2025, the Wendy’s restaurant system was comprised of 7,334 restaurants, with 5,967 Wendy’s restaurants in operation in the U.S. Of the U.S. restaurants, 387 were operated by the Company and 5,580 were operated by a total of 204 franchisees. In addition, at June 29, 2025, there were 1,367 Wendy’s restaurants in operation in 35 foreign countries and U.S. territories. Of the international restaurants, 1,354 were operated by a total of 112 franchisees and 13 were operated by the Company in the United Kingdom (the “U.K.”).

Current wording

As of September 28, 2025, the Wendy’s restaurant system was comprised of 7,363 restaurants, with 5,979 Wendy’s restaurants in operation in the U.S. Of the U.S. restaurants, 421 were operated by the Company and 5,558 were operated by a total of 202 franchisees. In addition, at September 28, 2025, there were 1,384 Wendy’s restaurants in operation in 35 foreign countries and U.S. territories. Of the international restaurants, 1,370 were operated by a total of 113 franchisees and 14 were operated by the Company in the United Kingdom (the “U.K.”).

Previous wording

Company-operated restaurant margin is influenced by factors such as price increases, 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.

Current wording

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.

Previous wording

•Global same-restaurant sales decreased 2.9%, U.S. same-restaurant sales decreased 3.6% and international same-restaurant sales increased 1.8% compared with the second quarter of 2024. On a two-year basis, global same-restaurant sales decreased 2.1%;

Current wording

•Global same-restaurant sales decreased 3.7%, U.S. same-restaurant sales decreased 4.7% and international same-restaurant sales increased 3.0% compared with the third quarter of 2024. On a two-year basis, global same-restaurant sales decreased 3.5%;

Previous wording

•Global Company-operated restaurant margin was 15.6% in the second quarter of 2025, a decrease of 20 basis points compared with the second quarter of 2024;

Current wording

•Global Company-operated restaurant margin was 12.4% in the third quarter of 2025, a decrease of 270 basis points compared with the third quarter of 2024;

Previous wording

•Digital sales increased to approximately 20.5% of global systemwide sales in the second quarter of 2025 compared with approximately 17.0% in the second quarter of 2024; and

Current wording

•Digital sales increased to approximately 21.0% of global systemwide sales in the third quarter of 2025 compared with approximately 17.6% in the third quarter of 2024; and

Previous wording

•Systemwide restaurant count increased by 26 net new restaurants in the second quarter of 2025.

Current wording

•Systemwide restaurant count increased by 29 net new restaurants in the third quarter of 2025.

Previous wording

•Global same-restaurant sales decreased 2.5%, U.S. same-restaurant sales decreased 3.2% and international same-restaurant sales increased 2.1% compared with the first six months of 2024. On a two-year basis, global same restaurant sales decreased 1.6%;

Current wording

•Global same-restaurant sales decreased 2.9%, U.S. same-restaurant sales decreased 3.7% and international same-restaurant sales increased 2.4% compared with the first nine months of 2024. On a two-year basis, global same restaurant sales decreased 2.2%;

Previous wording

•Global Company-operated restaurant margin was 15.0% in the first six months of 2025, a decrease of 30 basis points compared with the first six months of 2024;

Current wording

•Global Company-operated restaurant margin was 14.1% in the first nine months of 2025, a decrease of 110 basis points compared with the first nine months of 2024;

Previous wording

•Digital sales increased to approximately 20.4% of global systemwide sales in the first six months of 2025 compared with approximately 16.9% in the first six months of 2024; and

Current wording

•Digital sales increased to approximately 20.6% of global systemwide sales in the first nine months of 2025 compared with approximately 17.1% in the first nine months of 2024; and

Previous wording

•Systemwide restaurant count increased by 94 net new restaurants in the first six months of 2025.

Current wording

•Systemwide restaurant count increased by 123 net new restaurants in the first nine months of 2025.

Previous wording

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 first six months of 2025 and 2024.

Current wording

The tables included throughout this Results of Operations section set forth in millions the Company’s condensed consolidated results of operations for the third quarter and first nine months of 2025 and 2024.

Previous wording

(b)During the second quarter of 2025 and 2024, global systemwide sales decreased 1.8% and increased 2.6%, respectively, U.S. systemwide sales decreased 3.3% and increased 1.7%, respectively, and international systemwide sales increased 8.7% and 8.3%, respectively, on a constant currency basis. During the first six months of 2025 and 2024, global systemwide sales decreased 1.4% and increased 2.6%, respectively, U.S. systemwide sales decreased 3.0% and increased 1.7%, respectively, and international systemwide sales increased 8.8% and 8.5%, respectively, on a constant currency basis.

Current wording

(b)During the third quarter of 2025 and 2024, global systemwide sales decreased 2.6% and increased 1.8%, respectively, U.S. systemwide sales decreased 4.4% and increased 0.9%, respectively, and international systemwide sales increased 8.6% and 7.7%, respectively, on a constant currency basis. During the first nine months of 2025 and 2024, global systemwide sales decreased 1.8% and increased 2.3%, respectively, U.S. systemwide sales decreased 3.4% and increased 1.4%, respectively, and international systemwide sales increased 8.7% and 8.3%, respectively, on a constant currency basis.

Previous wording

Franchise royalty revenue during the second quarter and the first six months of 2025 decreased primarily due to a 3.0% and 2.6% decrease in global franchise same-restaurant sales, respectively. Franchise same-restaurant sales during the second quarter and the first six months of 2025 decreased due to a decrease in traffic, partially offset by higher average check.

Current wording

Franchise royalty revenue during the third quarter and the first nine months of 2025 decreased primarily due to a 3.9% and 3.0% decrease in global franchise same-restaurant sales, respectively. Franchise same-restaurant sales during the third quarter and the first nine months of 2025 decreased due to a decrease in traffic, partially offset by higher average check.

Previous wording

The increase in franchise fees during the second quarter and the first six months of 2025 was primarily due to higher fees for providing information technology services to franchisees.

Current wording

The increase in franchise fees during the third quarter and the first nine months of 2025 was primarily due to higher fees for providing information technology services to franchisees.

Previous wording

The decrease in franchise rental income during the second quarter of 2025 was primarily due to the impact of assigning certain leases to franchisees in the prior year of $1.5 million. This decrease was partially offset by (1) entering into new leases of $0.6 million and (2) amending certain existing leases of $0.5 million.

Current wording

The decrease in franchise rental income during the third quarter and the first nine months of 2025 was primarily due to the impact of assigning certain existing leases to franchisees of $2.9 million and $4.9 million, respectively. This impact during the first nine months of 2025 was partially offset by (1) entering into new leases of $1.7 million and (2) amending certain existing leases of $1.7 million.

Previous wording

The decrease in advertising funds revenue during the second quarter and the first six months of 2025 was primarily due to a decrease in franchise same-restaurant sales in the U.S.

Current wording

The decrease in advertising funds revenue during the third quarter and the first nine months of 2025 was primarily due to (1) promotional activity in the prior year of $12.0 million and (2) a decrease in franchise same-restaurant sales in the U.S. of $5.7 million and $12.3 million, respectively.

Previous wording

The increase in cost of sales, as a percent of sales, during the second quarter and the first six months of 2025 was primarily due to (1) higher commodity costs, (2) an increase in restaurant labor rates and (3) a decrease in traffic. These impacts were partially offset by (1) labor efficiencies and (2) higher average check.

Current wording

The increase in cost of sales, as a percent of sales, during the third quarter and the first nine months of 2025 was primarily due to (1) higher commodity costs, (2) a decrease in traffic and (3) an increase in restaurant labor rates. These changes were partially offset by (1) higher average check and (2) labor efficiencies.

Previous wording

The increase in franchise support and other costs during the second quarter and the first six months of 2025 was primarily due to an increase in costs incurred to provide information technology services and other services to franchisees.

Current wording

The increase in franchise support and other costs during the third quarter and the first nine months of 2025 was primarily due to an increase in costs incurred to provide information technology services and other services to franchisees.

Previous wording

The decrease in franchise rental expense during the first six months of 2025 was primarily due to the impact of terminating certain existing leases.

Current wording

The decrease in franchise rental expense during the third quarter and the first nine months of 2025 was primarily due to the impact of assigning certain existing leases to franchisees.

Previous wording

On an interim basis, advertising funds expense is recognized in proportion to advertising funds revenue. The decrease in advertising funds expense during the second quarter and the first six months of 2025 was primarily due to (1) the same factor as described above for “Advertising Funds Revenue” and (2) a decrease in the recognition of the Company breakfast advertising spend in excess of advertising funds revenue when compared to the prior year.

Current wording

On an interim basis, advertising funds expense is recognized in proportion to advertising funds revenue. The decrease in advertising funds expense during the third quarter and the first nine months of 2025 was primarily due to (1) the same factors as described above for “Advertising Funds Revenue” and (2) a decrease in the recognition of the Company breakfast advertising spend in excess of advertising funds revenue when compared to the prior year.

Previous wording

The increase in general and administrative expenses during the first six months of 2025 was primarily due to higher employee compensation and benefits, partially offset by a decrease in incentive compensation accruals, reflecting lower operating performance as compared to plan in 2025 versus 2024.

Current wording

The decrease in general and administrative expenses during the first nine months of 2025 was primarily due to (1) lower share-based compensation as a result of the departure of the Company’s previous President and Chief Executive Officer, (2) a decrease in incentive compensation accruals, reflecting lower operating performance as compared to plan in 2025 versus 2024 and (3) a decrease in professional fees. These changes were partially offset by higher employee compensation and benefits.

Previous wording

The change in depreciation and amortization during the second quarter and the first six months of 2025 was primarily due to depreciation and amortization for technology investments.

Current wording

The increase in depreciation and amortization during the third quarter and the first nine months of 2025 was primarily due to asset additions for new and remodeled restaurants.

Previous wording

The increase in amortization of cloud computing arrangements during the second quarter and the first six months of 2025 was primarily due to amortization of assets associated with the Company’s digital investments.

Current wording

The increase in amortization of cloud computing arrangements during the third quarter and the first nine months of 2025 was primarily due to amortization of assets associated with the Company’s digital investments.

Previous wording

During the first six months of 2025, the Company recognized costs under the Organizational Redesign Plan of ($0.8) million, which primarily included a reversal of a severance accrual as a result of a change in estimate. During the second quarter and the first six months of 2024, the Company recognized costs under the Organizational Redesign Plan of $2.4 million and $8.0 million, respectively, which primarily included severance and related employee costs. See Note 11 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information on the Organizational Redesign Plan.

Current wording

During the first nine months of 2025, the Company recognized costs under the Organizational Redesign Plan of ($0.8) million, which primarily included a reversal of a severance accrual as a result of a change in estimate. During the first nine months of 2024, the Company recognized costs under the Organizational Redesign Plan of $8.3 million, which primarily included severance and related employee costs. See Note 12 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information on the Organizational Redesign Plan.

Previous wording

The increase in impairment of long-lived assets during the second quarter and the first six months of 2025 was primarily due to higher impairment charges resulting from the deterioration in operating performance of certain Company-operated restaurants.

Current wording

The increase in impairment of long-lived assets during the third quarter and the first nine months of 2025 was primarily due to higher impairment charges as a result of the deterioration in operating performance of certain Company-operated restaurants.

Previous wording

The decrease in other operating income, net during the second quarter of 2025 was primarily due to a decrease in lease buyout activity. The increase in other operating income, net during the first six months of 2025 was primarily due to the settlement of a claim.

Current wording

The increase in other operating income, net during the third quarter of 2025 was primarily due to an increase in lease buyout activity. The increase in other operating income, net during the first nine months of 2025 was primarily due to the settlement of a claim.

Previous wording

The increase in interest expense, net during the first six months of 2025 was primarily due to lower interest income as a result of amending certain sales-type and direct financing leases.

Current wording

The increase in interest expense, net during the first nine months of 2025 was primarily due to lower interest income as a result of amending certain sales-type and direct financing leases.

Previous wording

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.

Current wording

During the first nine 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.

Previous wording

The decrease in other income, net during the second quarter and the first six months of 2025 was primarily due to a decrease in interest income, reflecting lower balances of cash equivalents.

Current wording

The decrease in other income, net during the third quarter and the first nine months of 2025 was primarily due to a decrease in interest income, reflecting lower balances of cash equivalents.

Previous wording

The effective tax rates for the second quarter and the first six months of 2025 and 2024 were impacted by variations in income before income taxes, adjusted for recurring items such as non-deductible expenses and state income taxes, as well as non-recurring discrete items. The increase in the effective tax rate for the second quarter and the first six months of 2025 was primarily due to the tax effects of share-based compensation. The effective tax rate for the first six months of 2025 also increased due to a one-time adjustment to our deferred income taxes related to prior periods.

Current wording

The effective tax rates for the third quarter and the first nine months of 2025 and 2024 were impacted by variations in income before income taxes, adjusted for recurring items such as non-deductible expenses and state income taxes, as well as non-recurring discrete items. The increase in the effective tax rate for the third quarter and the first nine months of 2025 was primarily due to state income taxes and the tax effects of our foreign operations, partially offset by the tax effects of share-based compensation.

Previous wording

The decrease in Wendy’s U.S. revenues during the second quarter and the first six months of 2025 was primarily due to (1) a decrease in same-restaurant sales and (2) net closures of restaurants. Same-restaurant sales decreased during the second quarter and the first six months of 2025 primarily due to a decrease in traffic, partially offset by higher average check.

Current wording

The decrease in Wendy’s U.S. revenues during the third quarter and the first nine months of 2025 was primarily due to (1) lower advertising fund revenue and (2) a decrease in same-restaurant sales. Same-restaurant sales decreased during the third quarter and the first nine months of 2025 primarily due to a decrease in traffic, partially offset by higher average check. These changes were partially offset by the Company’s acquisition of 35 franchise-operated restaurants.

Previous wording

The decrease in Wendy’s U.S. segment profit during the first six months of 2025 was primarily due to (1) lower revenues, (2) higher general and administrative expense and (3) 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.” These changes were partially offset by a decrease in the Company’s funding of incremental advertising.

Current wording

The decrease in Wendy’s U.S. segment profit during the third quarter and the first nine months of 2025 was primarily due to (1) lower revenues, (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,” (3) higher general and administrative expense and (4) higher franchise support and other costs. These changes were partially offset by a decrease in the Company’s funding of incremental advertising.

Previous wording

The increase in Wendy’s International segment profit during the second quarter and the first six months of 2025 was primarily due to higher revenues. During the first six months of 2025, this increase was partially offset by higher advertising fund expenses.

Current wording

The increase in Wendy’s International segment profit during the first nine months of 2025 was primarily due to higher revenues. This increase was partially offset by (1) higher advertising fund expense and (2) higher general and administrative expense.

Previous wording

The decrease in Global Real Estate & Development revenues during the second quarter and the first six months of 2025 was primarily due to lower development-related fees.

Current wording

The decrease in Global Real Estate & Development revenues during the third quarter and the first nine months of 2025 was primarily due to (1) the impact of assigning certain existing leases to franchisees and (2) lower development-related fees.

Previous wording

The decrease in Global Real Estate & Development segment profit during the second quarter and the first six months of 2025 was primarily due to lower revenues. During the first six months of 2025, this decrease was partially offset by lower franchise rental expense driven by the same factors as described above for “Franchise Rental Expense.”

Current wording

The increase in Global Real Estate & Development segment profit during the third quarter of 2025 was primarily due to a decrease in franchise rental expense, driven by the same factors as described above for “Franchise Rental Expense.” This change was partially offset by lower revenues.

Previous wording

As of June 29, 2025, cash, cash equivalents and restricted cash totaled $330.1 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.

Current wording

As of September 28, 2025, cash, cash equivalents and restricted cash totaled $352.0 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.

Previous wording

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 29, 2025, the Company repurchased 13.0 million shares under the January 2023 Authorization with an aggregate purchase price of $186.0 million, of which $0.2 million was accrued as of June 29, 2025, and excluding excise tax of $1.8 million and commissions of $0.2 million. As of June 29, 2025, the Company had $49.0 million of availability remaining under the January 2023 Authorization. Subsequent to June 29, 2025 through August 1, 2025, the Company repurchased 0.8 million shares under the January 2023 Authorization with an aggregate purchase price of $8.8 million, excluding applicable excise tax and commissions.

Current wording

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 nine months ended September 28, 2025, the Company repurchased 14.4 million shares under the January 2023 Authorization with an aggregate purchase price of $200.0 million, excluding excise tax of $1.9 million and commissions of $0.2 million. As of September 28, 2025, the Company had $35.0 million of availability remaining under the January 2023 Authorization.

Previous wording

On March 17, 2025 and June 16, 2025, the Company paid quarterly cash dividends per share of $.25 and $.14, respectively, aggregating $76.2 million. On August 8, 2025, the Company announced a dividend of $.14 per share to be paid on September 16, 2025 to stockholders of record as of September 2, 2025. If the Company pays regular quarterly cash dividends for the remainder of 2025 at the same rate as declared in the third quarter of 2025, the Company’s total cash requirement for dividends for the remainder of 2025 would be approximately $53.4 million based on the number of shares of its common stock outstanding at August 1, 2025. 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.

Current wording

On March 17, 2025, June 16, 2025, and September 16, 2025, the Company paid quarterly cash dividends per share of $.25 $.14, and $.14, respectively, aggregating $103.0 million. On November 7, 2025, the Company announced a dividend of $.14 per share to be paid on December 15, 2025 to stockholders of record as of December 1, 2025. As a result, the Company expects that its total cash requirement for the fourth quarter of 2025 will be approximately $26.6 million based on the number of shares of its common stock outstanding at October 30, 2025. 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.