Wendy's Co
For the period ended Sep 27, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 27, 2026 · Filed Nov 5, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Condensed Consolidated Financial Statements
(1)Basis of Presentation
The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of The Wendy’s Company (“The Wendy’s Company” and, together with its subsidiaries, the “Company,” “we,” “us” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and, therefore, do not include all information and footnotes required by GAAP for complete financial statements. In our opinion, the Financial Statements contain all adjustments of a normal recurring nature necessary to present fairly our financial position as of September 27, 2026, the results of our operations for the three and nine months ended September 27, 2026 and September 28, 2025 and cash flows for the nine months ended September 27, 2026 and September 28, 2025. The results of operations for the nine months ended September 27, 2026 are not necessarily indicative of the results to be expected for the full 2026 fiscal year. The Financial Statements should be read in conjunction with the audited consolidated financial statements for The Wendy’s Company and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 (the “Form 10-K”).
The principal 100% owned subsidiary of the Company is Wendy’s International, LLC and its subsidiaries (“Wendy’s”). The Company manages and internally reports its business in the following segments: (1) Wendy’s U.S., (2) Wendy’s International and (3) Global Real Estate & Development. See Note 19 for further information.
We report on a fiscal year consisting of 52 or 53 weeks ending on the Sunday closest to or on 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.
Our significant interim accounting policies include the recognition of advertising funds expense in proportion to advertising funds revenue.
During the third quarter of 2026, the Company revised the description of its “System optimization gains, net” caption to “Portfolio and system optimization gains, net” to better align the presentation with the Company’s current operational terminology associated with its new portfolio optimization initiative. The Company’s portfolio optimization initiative is broader than its prior system optimization initiative and reflects ongoing actions to optimize the Wendy’s restaurant portfolio in the United States, with an increased focus on restaurant and franchisee performance and long-term value creation. The change in terminology does not impact the amounts reported in our condensed consolidated financial statements. Comparative periods have been conformed to the current period presentation to reflect this change for consistency. See Note 12 for further information.
(2)Accounts and Notes Receivable, Net
| September 27, 2026 | December 28, 2025 | |||||
|---|---|---|---|---|---|---|
| Gross | Allowance for Doubtful Accounts | Net | Gross | Allowance for Doubtful Accounts | Net | |
| Accounts receivable (a) (b) | $129,750 | $(38,554) | $91,196 | $123,405 | $(18,448) | $104,957 |
| Notes receivable from franchisees (c) (d) | 15,267 | (3,888) | 11,379 | 14,820 | (2,444) | 12,376 |
| $145,017 | $(42,442) | $102,575 | $138,225 | $(20,892) | $117,333 | |
(a)Consist primarily of royalties, rents, property taxes and franchise fees due from franchisees, refundable income taxes, credit card receivables and insurance receivables.
(b)Includes income tax refund receivables of $611 and $17,055 as of September 27, 2026 and December 28, 2025, respectively.
(c)Includes the current portion of sales-type and direct financing lease receivables of $11,379 and $10,932, respectively.
(d)Includes notes receivable related to a joint venture in Brazil (the “Brazil JV”) of $3,888 as of September 27, 2026 and December 28, 2025. As of September 27, 2026 and December 28, 2025, the Company had reserves of $3,888 and $2,444, respectively, on the loans outstanding related to the Brazil JV.
The following is a rollforward of the allowance for doubtful accounts:
| Accounts Receivable | Notes Receivable | Total | |
|---|---|---|---|
| Balance at December 28, 2025 | $18,448 | $2,444 | $20,892 |
| Provision for doubtful accounts | 21,859 | 1,444 | 23,303 |
| Uncollectible accounts written off, net of recoveries | (1,753) | — | (1,753) |
| Balance at September 27, 2026 | $38,554 | $3,888 | $42,442 |
| Balance at December 29, 2024 | $5,153 | $2,149 | $7,302 |
| Provision for doubtful accounts | 2,856 | (356) | 2,500 |
| Uncollectible accounts written off, net of recoveries | (1,085) | (793) | (1,878) |
| Balance at September 28, 2025 | $6,924 | $1,000 | $7,924 |
(3)Advertising Funds
Restricted assets and liabilities of the Company’s national advertising funds for the U.S. and Canada (the “Advertising Funds”) at September 27, 2026 and December 28, 2025 are as follows:
| September 27,2026 | December 28,2025 | |
|---|---|---|
| Cash and cash equivalents | $18,874 | $17,632 |
| Accounts receivable, net | 64,430 | 75,083 |
| Other assets | 10,029 | 5,152 |
| Advertising funds restricted assets | $93,333 | $97,867 |
| Accounts payable | $75,101 | $78,929 |
| Accrued expenses and other current liabilities | 17,075 | 17,525 |
| Advertising funds restricted liabilities | $92,176 | $96,454 |
| Supplemental balance sheet information: | ||
| Accounts receivable, gross | $97,643 | $84,350 |
| Allowance for doubtful accounts | (33,213) | (9,267) |
| Accounts receivable, net | $64,430 | $75,083 |
The following is a rollforward of the allowance for doubtful accounts of the Advertising Funds:
| Nine Months Ended | ||
|---|---|---|
| September 27,2026 | September 28,2025 | |
| Allowance for doubtful accounts at beginning of period | $9,267 | $2,479 |
| Provision for doubtful accounts | 24,630 | 996 |
| Uncollectible accounts written off, net of recoveries | (684) | (10) |
| Allowance for doubtful accounts at end of period | $33,213 | $3,465 |
(4)Revenue
Disaggregation of Revenue
The following tables disaggregate revenue by segment and source:
| Wendy’s U.S. | Wendy’s International | Global Real Estate & Development | Total | |
|---|---|---|---|---|
| Sales at Company-operated restaurants | $228,919 | $5,946 | $— | $234,865 |
| Franchise royalty revenue | 99,407 | 20,008 | — | 119,415 |
| Franchise fees | 20,679 | 1,876 | 330 | 22,885 |
| Franchise rental income | — | — | 58,455 | 58,455 |
| Advertising funds revenue | 101,169 | 10,204 | — | 111,373 |
| Total revenues | $450,174 | $38,034 | $58,785 | $546,993 |
| 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 |
| Sales at Company-operated restaurants | $682,221 | $18,157 | $— | $700,378 |
| Franchise royalty revenue | 300,464 | 58,715 | — | 359,179 |
| Franchise fees | 71,088 | 8,377 | 1,322 | 80,787 |
| Franchise rental income | — | — | 170,722 | 170,722 |
| Advertising funds revenue | 318,157 | 28,978 | — | 347,135 |
| Total revenues | $1,371,930 | $114,227 | $172,044 | $1,658,201 |
| 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 |
Contract Balances
The following table provides information about receivables and contract liabilities (deferred franchise fees) from contracts with customers:
| September 27, 2026 (a) | December 28, 2025 (a) | |
|---|---|---|
| Receivables, which are included in “Accounts and notes receivable, net” (b) | $60,779 | $59,060 |
| Receivables, which are included in “Advertising funds restricted assets” | 64,430 | 75,083 |
| Deferred franchise fees (c) | 89,151 | 98,496 |
(a)Excludes funds collected from the sale of gift cards, which are primarily reimbursed to franchisees upon redemption at franchised restaurants and do not ultimately result in the recognition of revenue in the Company’s condensed consolidated statements of operations.
(b)Includes receivables related to “Sales” and “Franchise royalty revenue and fees.”
(c)Deferred franchise fees are included in “Accrued expenses and other current liabilities” and “Deferred franchise fees” and totaled $9,073 and $80,078, respectively, as of September 27, 2026, and $10,540 and $87,956, respectively, as of December 28, 2025.
Significant changes in deferred franchise fees are as follows:
| Nine Months Ended | ||
|---|---|---|
| September 27,2026 | September 28,2025 | |
| Deferred franchise fees at beginning of period | $98,496 | $99,411 |
| Revenue recognized during the period | (11,373) | (6,865) |
| New deferrals due to cash received and other | 2,028 | 6,971 |
| Deferred franchise fees at end of period | $89,151 | $99,517 |
Anticipated Future Recognition of Deferred Franchise Fees
The following table reflects the estimated franchise fees to be recognized in the future related to performance obligations that are unsatisfied at the end of the period:
| Estimate for fiscal year: | |
|---|---|
| 2026 (a) | $9,073 |
| 2027 | 6,586 |
| 2028 | 6,379 |
| 2029 | 6,274 |
| 2030 | 6,171 |
| Thereafter | 54,668 |
| $89,151 | |
(a)Represents franchise fees expected to be recognized for the remainder of 2026, which includes development-related franchise fees expected to be recognized over a duration of one year or less.
(5)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 27, 2026, the nature of restaurants operated by the Company and its franchisees was as follows:
| September 27,2026 | |
|---|---|
| Company-operated restaurants: | |
| Owned land and building | 154 |
| Owned building and held long-term land leases | 144 |
| Leased land and building | 134 |
| Total Company-operated restaurants | 432 |
| Franchisee-operated restaurants: | |
| Company-owned properties leased to franchisees | 442 |
| Company-leased properties subleased to franchisees | 1,085 |
| Other franchisee-operated restaurants | 5,235 |
| Total franchisee-operated restaurants | 6,762 |
| Total Company-operated and franchisee-operated restaurants | 7,194 |
Company as Lessee
The components of lease cost are as follows:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| September 27,2026 | September 28,2025 | September 27,2026 | September 28,2025 | |
| Finance lease cost: | ||||
| Amortization of finance lease assets | $5,833 | $5,070 | $16,959 | $15,100 |
| Interest on finance lease liabilities | 11,592 | 11,142 | 34,849 | 32,884 |
| 17,425 | 16,212 | 51,808 | 47,984 | |
| Operating lease cost | 19,652 | 19,704 | 57,043 | 61,543 |
| Variable lease cost (a) | 16,689 | 17,190 | 49,168 | 50,672 |
| Short-term lease cost | 1,383 | 1,284 | 4,149 | 3,854 |
| Total operating lease cost (b) | 37,724 | 38,178 | 110,360 | 116,069 |
| Total lease cost | $55,149 | $54,390 | $162,168 | $164,053 |
(a)Includes expenses for executory costs of $10,436 and $10,367 for the three months ended September 27, 2026 and September 28, 2025, respectively, and $31,272 and $31,339 for the nine months ended September 27, 2026 and September 28, 2025, respectively, for which the Company is reimbursed by sublessees.
(b)Includes $30,361 and $30,899 for the three months ended September 27, 2026 and September 28, 2025, respectively, and $88,354 and $94,120 for the nine months ended September 27, 2026 and September 28, 2025, respectively, recorded to “Franchise rental expense” for leased properties that are subsequently leased to franchisees. Also includes $6,922 and $6,886 for the three months ended September 27, 2026 and September 28, 2025, respectively, and $20,726 and $20,773 for the nine months ended September 27, 2026 and September 28, 2025, respectively, recorded to “Cost of sales” for leases for Company-operated restaurants.
Company as Lessor
The components of lease income are as follows:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| September 27,2026 | September 28,2025 | September 27,2026 | September 28,2025 | |
| Sales-type and direct-financing leases: | ||||
| Selling profit | $323 | $95 | $2,452 | $118 |
| Interest income (a) | 6,461 | 6,845 | 19,724 | 20,703 |
| Operating lease income | 41,013 | 39,511 | 119,702 | 124,399 |
| Variable lease income | 17,442 | 17,828 | 51,020 | 51,805 |
| Franchise rental income (b) | $58,455 | $57,339 | $170,722 | $176,204 |
(a)Included in “Interest expense, net.”
(b)Includes sublease income of $43,439 and $41,548 recognized during the three months ended September 27, 2026 and September 28, 2025, respectively, and $123,580 and $128,999 for the nine months ended September 27, 2026 and September 28, 2025, respectively. Sublease income includes lessees’ variable payments to the Company for executory costs of $10,384 and $10,439 for the three months ended September 27, 2026 and September 28, 2025, respectively, and $31,151 and $31,148 for the nine months ended September 27, 2026 and September 28, 2025, respectively.
(6)Investments
Equity Method Investment
Wendy’s has a 50% share in a partnership in a Canadian restaurant real estate joint venture (“TimWen”) with a subsidiary of Restaurant Brands International Inc., a quick-service restaurant company that owns the Tim Hortons® brand (Tim Hortons is a registered trademark of Tim Hortons USA Inc.). The Company has significant influence over this investee. Such investment is accounted for using the equity method, under which our results of operations include our share of the income of the investee in “Other operating income, net.”
Presented below is activity related to our investment in TimWen included in our condensed consolidated financial statements:
| Nine Months Ended | ||
|---|---|---|
| September 27,2026 | September 28,2025 | |
| Balance at beginning of period | $25,227 | $27,288 |
| Equity in earnings for the period | 9,991 | 10,177 |
| Amortization of purchase price adjustments (a) | (1,402) | (1,784) |
| 8,589 | 8,393 | |
| Distributions received | (10,557) | (10,756) |
| Foreign currency translation adjustment included in “Other comprehensive income (loss)” | (987) | 926 |
| Balance at end of period | $22,272 | $25,851 |
(a)Purchase price adjustments that impacted the carrying value of the Company’s investment in TimWen are being amortized over the average original aggregate life of 21 years.
Other Investments in Equity Securities
During the nine months ended September 28, 2025, the Company recorded an impairment charge of $1,718 for the difference between the estimated fair value and the carrying value of an investment in equity securities. As a result, the carrying value of the investment waszero as of September 28, 2025.
(7) Long-Term Debt
Long-term debt consisted of the following:
| September 27,2026 | December 28,2025 | |
|---|---|---|
| Class A-2 Notes: | ||
| 5.422% Series 2025-1 Class A-2-I Notes, anticipated repayment date 2032 | $446,625 | $450,000 |
| 4.236% Series 2022-1 Class A-2-I Notes, anticipated repayment date 2029 | 95,750 | 96,500 |
| 4.535% Series 2022-1 Class A-2-II Notes, anticipated repayment date 2032 | 379,134 | 382,134 |
| 2.370% Series 2021-1 Class A-2-I Notes, anticipated repayment date 2029 | 410,894 | 414,269 |
| 2.775% Series 2021-1 Class A-2-II Notes, anticipated repayment date 2031 | 615,655 | 620,530 |
| 4.080% Series 2019-1 Class A-2-II Notes, anticipated repayment date 2029 | 390,748 | 394,123 |
| 3.884% Series 2018-1 Class A-2-II Notes, anticipated repayment date 2028 | 428,037 | 431,599 |
| Unamortized debt issuance costs | (24,366) | (28,903) |
| 2,742,477 | 2,760,252 | |
| Less amounts payable within one year | (29,750) | (29,750) |
| Total long-term debt | $2,712,727 | $2,730,502 |
Other Long-Term Debt
Wendy’s U.S. advertising fund has a revolving line of credit, which was established to support the Company’s 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 Wendy’s. During the three months ended March 29, 2026, the Company borrowed and repaid $11,500 under the revolving line of credit, then subsequently borrowed and repaid $3,600 under the revolving line of credit. During the three months ended June 28, 2026, the Company borrowed and repaid $2,700 under the revolving line of credit. During the three months ended September 27, 2026, the Company increased the Wendy’s U.S. advertising fund revolving line of credit from $15,000 to $25,000 and borrowed and repaid $15,950 under the revolving line of credit, then subsequently borrowed and repaid $21,100 under the revolving line of credit. As a result, as of September 27, 2026, the Company hadno outstanding borrowings under the revolving line of credit.
(8)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 Company’s financial instruments:
| September 27,2026 · December 28,2025 | |||||
|---|---|---|---|---|---|
| CarryingAmount | Fair Value | CarryingAmount | Fair Value | Fair Value Measurements | |
| Financial assets | |||||
| Cash equivalents | $247,351 | $247,351 | $210,607 | $210,607 | Level 1 |
| Financial liabilities (a) | |||||
| Series 2025-1 Class A-2-I Notes | 446,625 | 417,505 | 450,000 | 447,075 | Level 2 |
| Series 2022-1 Class A-2-I Notes | 95,750 | 92,791 | 96,500 | 95,284 | Level 2 |
| Series 2022-1 Class A-2-II Notes | 379,134 | 368,897 | 382,134 | 371,625 | Level 2 |
| Series 2021-1 Class A-2-I Notes | 410,894 | 371,983 | 414,269 | 385,726 | Level 2 |
| Series 2021-1 Class A-2-II Notes | 615,655 | 530,448 | 620,530 | 553,699 | Level 2 |
| Series 2019-1 Class A-2-II Notes | 390,748 | 362,770 | 394,123 | 383,403 | Level 2 |
| Series 2018-1 Class A-2-II Notes | 428,037 | 415,752 | 431,599 | 421,630 | Level 2 |
(a)The fair values were based on quoted market prices in markets that are not considered active markets.
The carrying amounts of cash, accounts payable and accrued expenses approximate fair value due to the short-term nature of those items. The carrying amounts of accounts and notes receivable, net (both current and non-current) approximate fair value due to the effect of the related allowance for doubtful accounts. Our cash equivalents are the only financial assets measured and recorded at fair value on a recurring basis.
Non-Recurring Fair Value Measurements
Assets and liabilities remeasured to fair value on a non-recurring basis resulted in impairment that we have recorded to “Impairment of long-lived assets” in our condensed consolidated statements of operations.
Total impairment losses may reflect the impact of remeasuring long-lived assets held and used (including land, buildings, leasehold improvements, favorable lease assets and right-of-use assets) to fair value as a result of (1) the deterioration in operating performance of certain Company-operated restaurants and (2) the Company’s decision to lease and/or sublease the land and/or buildings to franchisees in connection with the sale or anticipated sale of restaurants, including any subsequent lease modifications. The fair values of long-lived assets held and used presented in the tables below represent the remaining carrying value and were estimated based on either discounted cash flows of future anticipated lease and sublease income or discounted cash flows of future anticipated Company-operated restaurant performance. Total impairment losses may also include the impact of remeasuring long-lived assets held for sale. The fair values of long-lived assets held for sale presented in the tables below represent the remaining carrying value and were estimated based on current market values. See Note 14 for further information regarding impairment of our long-lived assets.
| Fair Value Measurements | ||||
|---|---|---|---|---|
| September 27,2026 | Level 1 | Level 2 | Level 3 | |
| Held and used | $3,046 | $— | $— | $3,046 |
| Held for sale | 4,682 | — | — | 4,682 |
| Total | $7,728 | $— | $— | $7,728 |
| Fair Value Measurements | ||||
|---|---|---|---|---|
| December 28,2025 | Level 1 | Level 2 | Level 3 | |
| Held and used | $1,367 | $— | $— | $1,367 |
| Held for sale | 2,457 | — | — | 2,457 |
| Total | $3,824 | $— | $— | $3,824 |
(9)Income Taxes
The Company’s effective tax rate for the three months ended September 27, 2026 and September 28, 2025 was 40.7% and 30.0%, respectively. The Company’s effective tax rate varied from the U.S. federal statutory rate of 21% for the three months ended September 27, 2026 primarily due to the tax effects of our foreign operations, share-based compensation, state income taxes and other non-deductible items.
The Company’s effective tax rate for the nine months ended September 27, 2026 and September 28, 2025 was 34.9% and 28.6%, respectively. The Company’s effective tax rate varied from the U.S. federal statutory rate of 21% for the nine months ended September 27, 2026 primarily due to the tax effects of our foreign operations, state income taxes and share-based compensation.
(10)Net Income Per Share
The calculation of basic and diluted net income per share was as follows:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| September 27,2026 | September 28,2025 | September 27,2026 | September 28,2025 | |
| Net income | $15,093 | $44,252 | $70,421 | $138,594 |
| Common stock: | ||||
| Weighted average basic shares outstanding | 190,801 | 190,794 | 190,506 | 194,462 |
| Dilutive effect of stock options and restricted shares | 1,000 | 459 | 798 | 733 |
| Weighted average diluted shares outstanding | 191,801 | 191,253 | 191,304 | 195,195 |
| Basic and diluted net income per share | $.08 | $.23 | $.37 | $.71 |
Basic net income per share for the three and nine months ended September 27, 2026 and September 28, 2025 was computed by dividing net income amounts by the weighted average number of shares of common stock outstanding. Diluted net income per share was computed by dividing net income by the weighted average number of basic shares outstanding plus the potential common share effect of dilutive stock options and restricted shares. We excluded potential common shares of 13,477 and 12,640 for the three and nine months ended September 27, 2026, respectively, and 10,193 and 8,823 for the three and nine months ended September 28, 2025, respectively, from our diluted net income per share calculation as they would have had anti-dilutive effects.
(11)Stockholders’ Equity
Dividends
During the first, second, and third quarters of 2026, the Company paid dividends per share of $.14, $.14 and $.07, respectively. During the first, second, and third quarters of 2025, the Company paid dividends per share of $.25, $.14 and $.14, respectively.
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 27, 2026, no shares were repurchased under the January 2023 Authorization. During the nine months ended September 27, 2026, the Company paid $1,922 in excise tax on shares repurchased during 2025. As of September 27, 2026, the Company had $35,000 of availability remaining under 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.
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 27,2026 | September 28,2025 | |
| Balance at beginning of period | $(63,968) | $(74,753) |
| Foreign currency translation | (6,208) | 7,313 |
| Balance at end of period | $(70,176) | $(67,440) |
Stockholder Rights Plan
On November 4, 2026, the Board of Directors (excluding the directors affiliated with Trian Fund Management, L.P.) adopted a stockholder rights plan and authorized and declared a dividend ofone preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock to stockholders of record at the close of business on November 16, 2026. The Rights will generally become exercisable if a person or group acquires beneficial ownership of 15% or more of the outstanding shares of the Company’s common stock or if a person or group that currently beneficially owns 15% or more of the outstanding shares of the Company’s common stock acquires additional shares (in each case, including in economic exposure through certain derivatives contracts as described in the Rights Agreement), in each case, without the approval of the Board of Directors or the committee of independent, disinterested directors of the Company, subject to certain exceptions. If the Rights become exercisable, all holders of Rights (other than the triggering person or group) will be entitled to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, $0.10 par value per share, of the Company (the “Preferred Shares”) at a purchase price of $37.00 per one one-thousandth of a Preferred Share, subject to adjustment as provided in the Rights Agreement (as defined below). The terms of the Rights are set forth in the Rights Agreement, dated as of November 4, 2026, by and between the Company and Equiniti Trust Company, LLC, as rights agent (the “Rights Agreement”). The Rights will expire on November 3, 2027, unless the Rights are earlier redeemed or exchanged by the Company.
(12)Portfolio and System Optimization Gains, Net
During the third quarter of 2026, the Company established Dave’s Way, a multi-year strategy focused on growing customer traffic and market share while strengthening restaurant profitability. In support of this strategy, the Company launched a new portfolio optimization initiative focused on strengthening franchisee economics, aligning restaurants with high-performing operators and creating greater long-term value across the system. The new portfolio optimization initiative has replaced the Company’s prior system optimization initiative. While the Company’s prior system optimization initiative was established to focus on opportunities to transition certain Company-operated restaurants to franchise operators, the portfolio optimization initiative takes a broader, more strategic approach to optimizing the Wendy’s restaurant portfolio in the United States, with an increased focus on restaurant and franchisee performance and long-term value creation. Although the strategic focus of the portfolio optimization initiative differs from that of the prior system optimization initiative, the nature of the activities and associated costs are consistent as both initiatives involve transactions such as evaluating strategic acquisitions of franchised restaurants, pursuing strategic dispositions of Company-operated restaurants to existing and new franchisees, facilitating franchisee-to-franchisee restaurant transfers (“Franchise Flips”), working with franchisees and lenders to optimize their restaurant portfolios and, at times, closing certain underperforming restaurants. Through these activities, the Company seeks to optimize restaurant ownership structures, strengthen the franchisee base, support franchisee economics and drive sustainable system growth.
During the nine months ended September 27, 2026 and September 28, 2025, the Company facilitated 69 andone Franchise Flips, respectively. Additionally, during the nine months ended September 27, 2026 and September 28, 2025, the Company completed the sale offour andfive Company-operated restaurants to franchisees, respectively.
Gains and losses recognized on dispositions for both our prior system optimization initiative and the current portfolio optimization initiative are recorded to “Portfolio and system optimization gains, net” in our condensed consolidated statements of operations. Costs related to acquisitions and dispositions under our portfolio optimization initiative are recorded to “Reorganization and realignment costs.” All other costs incurred related to facilitating Franchise Flips are recorded to “Franchise support and other costs.”
The following is a summary of the disposition activity recorded as a result of our portfolio and system optimization initiatives:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| September 27,2026 | September 28,2025 | September 27,2026 | September 28,2025 | |
| Number of restaurants sold to franchisees | — | 3 | 4 | 5 |
| Proceeds from sales of restaurants (a) | $— | $125 | $2,392 | $180 |
| Net assets sold (b) | — | — | (2,139) | (169) |
| Other | — | (125) | (253) | (150) |
| Loss on sales of restaurants, net | — | — | — | (139) |
| Post-closing adjustments on sales of restaurants | (1) | (6) | (1) | (16) |
| Loss on sales of restaurants, net | (1) | (6) | (1) | (155) |
| Gain on sales of other assets, net (c) | 3,690 | 35 | 5,982 | 481 |
| Portfolio and system optimization gains, net | $3,689 | $29 | $5,981 | $326 |
(a)During the nine months ended September 27, 2026, the Company received net cash proceeds of $2,392 related to the sale of Company-operated restaurants as part of the Company’s strategic build to suit development fund. These proceeds are included within operating activities in the Company’s condensed consolidated statements of cash flows.
(b)Net assets sold consisted primarily of equipment.
(c)During the three and nine months ended September 27, 2026, the Company received net cash proceeds of $8,700 and $13,364, respectively, primarily from the sale of surplus and other properties. During the three and nine months ended September 28, 2025, the Company received net cash proceeds of $5 and $1,305, respectively, primarily from the sale of surplus and other properties.
Assets Held for Sale
As of September 27, 2026 and December 28, 2025, the Company had assets held for sale of $25,773 and $3,696, respectively, primarily consisting of surplus properties. Assets held for sale are included in “Prepaid expenses and other current assets.”
(13)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 27,2026 | September 28,2025 | September 27,2026 | September 28,2025 | |
| Portfolio optimization initiative | $2,841 | $— | $2,841 | $— |
| Organizational Redesign Plan | (47) | 24 | (245) | (820) |
| Other reorganization and realignment plans | — | 292 | 46 | 618 |
| Reorganization and realignment costs | $2,794 | $316 | $2,642 | $(202) |
Portfolio Optimization Initiative
The Company recognizes costs related to acquisitions and dispositions under its portfolio optimization initiative. During the three months ended September 27, 2026, the Company recognized costs totaling $2,841 comprised of third-party and other costs. During the remainder of 2026, the Company expects to incur approximately $2,000 of additional costs in connection with our portfolio optimization initiative, comprised of third-party and other costs.
As of September 27, 2026, the accruals for our portfolio optimization initiative are included in “Accrued expenses and other current liabilities.” The table below presents a rollforward of accruals for the portfolio optimization initiative.
| BalanceDecember 28,2025 | Charges | Payments | BalanceSeptember 27,2026 | |
|---|---|---|---|---|
| Third-party and other costs | $— | $2,841 | $(2,018) | $823 |
Organizational Redesign
In February 2023, the Board of Directors approved a plan to redesign the Company’s organizational structure to better support the execution of the Company’s 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 Company’s previous President and Chief Executive Officer. During the nine months ended September 27, 2026 and September 28, 2025, the Company recognized costs totaling $(245) and $(820), respectively, which primarily included reversals of severance accruals. The Company does not expect to incur any material additional costs under the Organizational Redesign Plan.
The following is a summary of the costs recorded as a result of the Organizational Redesign Plan:
| Three Months Ended · Nine Months Ended · Total Incurred Since Inception | |||||
|---|---|---|---|---|---|
| September 27,2026 · September 28,2025 · September 27,2026 · September 28,2025 | |||||
| Severance and related employee costs (a) | $(47) | $(20) | $(275) | $(1,114) | $12,051 |
| Recruitment and relocation costs | — | — | — | 13 | 736 |
| Third-party and other costs | — | — | — | — | 1,116 |
| (47) | (20) | (275) | (1,101) | 13,903 | |
| Share-based compensation (b) | — | 44 | 30 | 281 | 2,530 |
| Total organizational redesign | $(47) | $24 | $(245) | $(820) | $16,433 |
(a)The three and nine months ended September 27, 2026 and September 28, 2025 include reversals of severance accruals as a result of changes in estimates.
(b)Total incurred since inception primarily represents the accelerated recognition of share-based compensation resulting from the termination of employees under the Organizational Redesign Plan.
As of September 27, 2026, the accruals for the Organizational Redesign Plan are included in “Accrued expenses and other current liabilities.” The tables below present a rollforward of accruals for the Organizational Redesign Plan.
| BalanceDecember 28,2025 | Charges | Payments | BalanceSeptember 27,2026 | |
|---|---|---|---|---|
| Severance and related employee costs | $378 | $(275) | $(103) | $— |
| Recruitment and relocation costs | — | — | — | — |
| Third-party and other costs | — | — | — | — |
| $378 | $(275) | $(103) | $— |
| BalanceDecember 29, 2024 | Charges | Payments | BalanceSeptember 28, 2025 | |
|---|---|---|---|---|
| Severance and related employee costs | $4,257 | $(1,114) | $(2,419) | $724 |
| Recruitment and relocation costs | — | 13 | (13) | — |
| Third-party and other costs | — | — | — | — |
| $4,257 | $(1,101) | $(2,432) | $724 |
Other Reorganization and Realignment Plans
Costs incurred under the Company’s other reorganization and realignment plans were not material during the nine months ended September 27, 2026 and September 28, 2025. The Company does not expect to incur any material additional costs under these plans.
(14)Impairment of Long-Lived Assets
The Company records impairment charges as a result of (1) the deterioration in operating performance of certain Company-operated restaurants, (2) the Company’s decision to lease and/or sublease properties to franchisees in connection with the sale or anticipated sale of Company-operated restaurants, including any subsequent lease modifications and (3) classifying surplus properties as held for sale.
The following is a summary of impairment losses recorded, which represent the excess of the carrying amount over the fair value of the affected assets and are included in “Impairment of long-lived assets:”
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| September 27,2026 | September 28,2025 | September 27,2026 | September 28,2025 | |
| Company-operated restaurants | $1,110 | $1,704 | $4,890 | $4,577 |
| Restaurants leased or subleased to franchisees | 596 | 240 | 2,133 | 240 |
| Surplus properties | 19 | 313 | 394 | 547 |
| $1,725 | $2,257 | $7,417 | $5,364 | |
(15)Supplemental Cash Flow Information
The following table includes supplemental non-cash investing and financing activities:
| Nine Months Ended | ||
|---|---|---|
| September 27,2026 | September 28,2025 | |
| Supplemental non-cash investing and financing activities: | ||
| Capital expenditures included in accounts payable | $4,256 | $8,432 |
| Finance leases | 38,818 | 86,258 |
The following table includes a reconciliation of cash, cash equivalents and restricted cash:
| September 27,2026 | December 28,2025 | |
|---|---|---|
| Reconciliation of cash, cash equivalents and restricted cash at end of period: | ||
| Cash and cash equivalents | $373,704 | $300,833 |
| Restricted cash | 39,381 | 39,207 |
| Restricted cash, included in Advertising funds restricted assets | 18,874 | 17,632 |
| Total cash, cash equivalents and restricted cash | $431,959 | $357,672 |
(16)Guarantees and Other Commitments and Contingencies
Except as described below, the Company did not have any significant changes in guarantees and other commitments and contingencies during the current fiscal period since those reported in the Form 10-K. Refer to the Form 10-K for further information regarding the Company’s additional commitments and obligations.
Lease Guarantees
Wendy’s has guaranteed the performance of certain leases and other obligations, primarily from former Company-operated restaurant locations now operated by franchisees, amounting to $95,838 as of September 27, 2026. These leases extend through 2045. We have had no judgments against us as guarantor of these leases as of September 27, 2026. In the event of default by a franchise owner where Wendy’s is called upon to perform under its guarantee, Wendy’s has the ability to pursue repayment from the franchise owner. The liability recorded for our probable exposure associated with these lease guarantees was not material as of September 27, 2026.
Letters of Credit
As of September 27, 2026, the Company had outstanding letters of credit with various parties totaling $29,186. Substantially all of the outstanding letters of credit include amounts outstanding against the 2021-1 Variable Funding Senior Secured Notes, Class A-1. We do not expect any material loss to result from these letters of credit.
(17)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 Wendy’s leases restaurant facilities from TimWen, which are then subleased to franchisees for the operation of Wendy’s/Tim Hortons combo units in Canada. Wendy’s paid TimWen $15,619 and $15,960 under these lease agreements during the nine months ended September 27, 2026 and September 28, 2025, respectively, which has been recorded to “Franchise rental expense.” In addition, TimWen paid Wendy’s a management fee under the TimWen joint venture agreement of $176 and $174 during the nine months ended September 27, 2026 and September 28, 2025, respectively, which is included as a reduction to “General and administrative.”
Transactions with Yellow Cab
Certain family members and/or affiliates of Mr. Nelson Peltz, our former Chairman and Chairman Emeritus, Mr. Peter May, our Senior Vice Chairman, and Mr. Matthew Peltz, our former Vice Chairman, hold minority ownership interests in Yellow Cab Holdings, LLC (“Yellow Cab”), a Wendy’s franchisee that, as of September 27, 2026 owned and operated 87 Wendy’s restaurants, and/or certain of the operating companies managed by Yellow Cab. In addition, Mr. Bradley Peltz, a director of the Company, is a Managing Director of, and holds a minority ownership interest in, Yellow Cab. During the nine months ended September 27, 2026 and September 28, 2025, the Company recognized $11,737 and $11,491, respectively, in royalty, advertising fund, lease and other income from Yellow Cab and related entities. In all transactions involving Yellow Cab, the Company’s standard franchisee recruiting and approval processes were followed, no modifications were made to the
Company’s standard franchise agreements or related documents, and all deal terms and transaction documents were negotiated and executed on an arm’s-length basis, consistent with the Company’s comparable franchise transactions and relationships. As of September 27, 2026 and December 28, 2025, $1,160 and $1,045, respectively, was due from Yellow Cab for such income, which is included in “Accounts and notes receivable, net” and “Advertising funds restricted assets.”
Transactions with AMC
Ms. Kristin Dolan, a director of the Company until May 2026, serves as the Chief Executive Officer of AMC Networks Inc. (“AMC”). During the nine months ended September 28, 2025, the Company purchased approximately $800 of advertising time from a subsidiary of AMC. During the nine months ended September 27, 2026, no advertising time was purchased from a subsidiary of AMC. The Company’s advertising spend with AMC was made in the ordinary course of business and approved on an arm’s-length basis, consistent with the Company’s comparable advertising decisions. There wereno amounts due to AMC as of September 27, 2026 and December 28, 2025.
(18)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 Company’s financial condition, results of operations, or cash flows of a particular reporting period.
(19) Segment Information
Wendy’s 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 27,2026 | September 28,2025 | September 27,2026 | September 28,2025 | |
| Wendy’s U.S. revenue | $450,174 | $451,417 | $1,371,930 | $1,342,173 |
| Wendy’s U.S. expense | ||||
| Cost of sales | 202,180 | 195,837 | 598,081 | 566,332 |
| Franchise support and other costs | 23,626 | 14,623 | 59,157 | 41,478 |
| Advertising fund expense | 101,169 | 97,073 | 318,157 | 290,188 |
| General and administrative | 22,971 | 20,575 | 65,945 | 62,618 |
| Other segment items (a) | 12 | 23 | 37 | 135 |
| Wendy’s U.S. adjusted EBITDA | $100,216 | $123,286 | $330,553 | $381,422 |
(a)Other segment items for the three and nine months ended September 27, 2026 and September 28, 2025 primarily include professional fees.
Wendy’s International revenue, significant segment expenses and segment adjusted EBITDA are as follows:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| September 27,2026 | September 28,2025 | September 27,2026 | September 28,2025 | |
| Wendy’s International revenue | $38,034 | $39,912 | $114,227 | $113,483 |
| Wendy’s International expense | ||||
| Cost of sales | 6,082 | 8,422 | 18,505 | 22,617 |
| Advertising fund expense (a) | 8,884 | 10,781 | 28,414 | 30,852 |
| General and administrative | 8,142 | 7,780 | 23,759 | 20,917 |
| Other segment items (b) | 1,981 | 1,861 | 8,102 | 5,359 |
| Wendy’s International adjusted EBITDA | $12,945 | $11,068 | $35,447 | $33,738 |
(a)Includes advertising fund expense of $191 and $533 for the three and nine months ended September 28, 2025, respectively, related to the Company’s funding of incremental advertising. There wasno funding of incremental advertising during the three and nine months ended September 27, 2026. In addition, includes other international-related advertising surplus (deficit) of $1,320 and $564 for the three and nine months ended September 27, 2026, respectively, and $(650) and $(1,769) for the three and nine months ended September 28, 2025, respectively.
(b)Other segment items primarily include franchise support and other costs.
Global Real Estate & Development revenue, significant segment expenses and segment adjusted EBITDA are as follows:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| September 27,2026 | September 28,2025 | September 27,2026 | September 28,2025 | |
| Global Real Estate & Development revenue | $58,785 | $58,187 | $172,044 | $178,261 |
| Global Real Estate & Development expense | ||||
| Franchise rental expense | 30,420 | 30,941 | 88,635 | 94,272 |
| General and administrative | 4,899 | 5,748 | 13,300 | 13,618 |
| Other segment items (a) | (2,404) | (6,082) | (11,276) | (9,169) |
| Global Real Estate & Development adjusted EBITDA | $25,870 | $27,580 | $81,385 | $79,540 |
(a)Other segment items for the three and nine months ended September 27, 2026 and September 28, 2025 primarily include equity in earnings from our TimWen joint venture, lease buyout activity and franchise support and other costs. Equity in earnings from our TimWen joint venture was $3,053 and $8,589 for the three and nine months ended September 27, 2026, respectively, and $3,081 and $8,393 for the three and nine months ended September 28, 2025, respectively.
The following table reconciles profit bysegment to the Company’s consolidated income before income taxes:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| September 27,2026 | September 28,2025 | September 27,2026 | September 28,2025 | |
| Wendy’s U.S. | $100,216 | $123,286 | $330,553 | $381,422 |
| Wendy’s International | 12,945 | 11,068 | 35,447 | 33,738 |
| Global Real Estate & Development | 25,870 | 27,580 | 81,385 | 79,540 |
| Total segment adjusted EBITDA | $139,031 | $161,934 | $447,385 | $494,700 |
| Unallocated franchise support and other costs | (442) | (227) | (1,521) | (1,472) |
| Advertising funds surplus | 6 | 173 | 30 | 457 |
| Unallocated general and administrative (a) | (37,123) | (23,806) | (109,135) | (88,445) |
| Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below) | (39,907) | (38,393) | (118,543) | (111,932) |
| Amortization of cloud computing arrangements | (5,036) | (5,226) | (14,375) | (13,449) |
| Portfolio and system optimization gains, net | 3,689 | 29 | 5,981 | 326 |
| Reorganization and realignment costs | (2,794) | (316) | (2,642) | 202 |
| Impairment of long-lived assets | (1,725) | (2,257) | (7,417) | (5,364) |
| Unallocated other operating income, net | 108 | 138 | 249 | 4,412 |
| Interest expense, net | (33,576) | (31,543) | (101,532) | (93,965) |
| Investment loss, net | — | — | — | (1,718) |
| Other income, net | 3,200 | 2,730 | 9,683 | 10,301 |
| Income before income taxes | $25,431 | $63,236 | $108,163 | $194,053 |
(a)Includes corporate overhead costs, such as employee compensation and related benefits, as well as non-recurring third-party consulting and professional fees.
(20) New Accounting Standards
Measurement of Credit Losses for Accounts Receivable and Contract Assets
In July 2025, the Financial Accounting Standards Board (“FASB”) issued an amendment to provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets for revenue arising from contracts with customers. The Company adopted this amendment during the first quarter of 2026 and has elected the practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the receivables when estimating expected credit losses. The adoption of this amendment did not have a material impact on our condensed consolidated financial statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.