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美国

证券交易委员会

华盛顿特区20549

表格 10-Q

☒						根据1934年证券交易法第13或15(d)条款的季度报告。

截至2024年6月30日季度结束 2024年9月29日

或

☐						根据1934年证券交易法第13或15(d)条款的过渡报告

从______________到______________的过渡期间

委员会文件号码： 1-2207

THE WENDY’S COMPANY

（依凭章程所载的完整登记名称）

特拉华州									38-0471180
(公司成立所在地或其他行政区划) 的注册地或组织地点)									（联邦税号）
一号戴夫·汤马士大道。
都柏林,			俄亥俄州						43017
(总部办公地址)									（邮政编码）

(614) 764-3100

(注册人电话号码，包括区号)

根据法案第12(b)条规定注册的证券：

每种类别的名称						交易标的（s）			每个注册交易所的名称
普通股，每股面值 $0.10						温			纳斯达克股票交易所 LLC

请打勾选项以表示以下事项：（1）登记人在过去12个月（或要求登记人提交报告的较短期限）内已提交证券交易法1934年第13或15(d)条款要求提交的所有报告；（2）在过去90天内，登记人一直须遵守上述提交要求。 是 ☒ 否 ☐

请勾选表示，证券发行人是否在过去12个月（或证券发行人需提交该等档案的较短期间）内，根据S-t法规405条（本章节第232.405条）的规定，提交并张贴了每个必须提交的互动数据文件。 是 ☒ 否 ☐

请勾选判断登记人是大型加速申报者、加速申报者、非加速申报者、较小型报告公司或新兴成长公司。请参阅交易所法案规则120亿2中"large accelerated filer"、"accelerated filer"、"smaller reporting company"和"emerging growth company"的定义。

大型加速归档人			☒			加速进入文件			☐
非加速申报者			☐			较小的报告公司			☐
						新兴成长型公司			☐

如果一家新兴成长型企业，请打勾表示公司已选择不使用扩展过渡期以符合根据《交易所法案》第13(a)条所提供的任何新的或修订财务会计准则。 ☐

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请勾选表示，是否申报人属于外壳公司（根据交易所法案第120亿2条定义）。

是 ☐ 否 ☒

在2023和2024年6月30日结束的三个和六个月中，有资产减损处理记录。更新计算公司进行中的研究和开发资产（“IPR&D”）公平价值所使用的关键假设可能会改变公司未来短期内回收IPR&D资产的带值估计。 203,845,085 2024年10月24日，The Wendy’s Company普通股的流通股数。

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温迪公司及其附属公司

提交第10-Q表格的指数

			页面
PARt I: FINANCIAL INFORMATION
项目1。基本报表			4
未经查核的简明合并资产负债表，截至 九月ember 29, 2024 及       2023年12月31日			4
三个控制项未经审计的综合营运报表 9 2024年6月30日 九月ember 29，2024年 十月 1, 2023			5
三个控制项未经审计的综合收益报表 9 2024年6月30日 2023年9月29日，2024年 十月一号, 2023			6
未经审计的三个及其他股东权益摘要合并报表 9 2024年6月30日 」）mber 29，2024年 十月一号, 2023			7
未经审核的缩编综合现金流量表为 9 2024年6月30日 9月2日9，2024年 十月一号, 2023			9
基本报表注记			10
第2项。管理层对财务状况和业务运作结果的讨论与分析			25
项目3。关于市场风险的定量和定性披露			40
项目4. 内部控制和程序			40
第二部分：其他资讯			41
事项一：法律诉讼			42
第一项A. 风险因素			43
项目2.未注册的股权销售和资金用途。			43
第6项。 附表			44
签名			45

3

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目录

第一部分. 财务资讯

项目1。 基本报表。

温迪公司及其附属公司

缩表合并资产负债表

(以千除外每股帐面价值)

			九月29日， 2024						12月31日， 2023
资产			(未经查核)
流动资产:
现金及现金等价物			$	482,224					$	516,037
限制性现金			35,180						35,848
应收帐款及票据，净额			111,413						121,683
存货			6,251						6,690
预付费用及其他流动资产			32,816						39,640
广告基金受限资产			115,329						117,755
全部流动资产			783,213						837,653
楼盘资料			894,200						891,080
融资租赁资产			235,780						228,936
经营租赁资产			686,286						705,615
商誉			773,187						773,727
其他无形资产			1,199,413						1,219,129
投资			31,758						34,445
销售和直接融资租赁的净投资			285,711						313,664
其他资产			183,675						178,577
资产总额			$	5,073,223					$	5,182,826
负债及股东权益
流动负债：
长期债务的当期偿还			$	29,250					$	29,250
当前的融资租赁负债部分			21,952						20,250
营运租赁负债的流动部分			50,578						49,353
应付账款			29,047						27,370
应计费用及其他流动负债			128,734						135,149
广告基金限制负债			113,511						120,558
流动负债合计			373,072						381,930
长期负债			2,716,486						2,732,814
长期财务租赁负债			567,242						568,767
长期经营租赁负债			712,570						739,340
推延所得税			270,089						270,353
逆延迟支付的特许经营费			89,300						90,132
其他负债			84,611						89,711
总负债			4,813,370						4,873,047
合约和可能负债
股东权益：
0.010.10 面额为0.0001； 1,500,000 截至2024年6月30日和2023年12月31日，已发行及流通股份16,096,296和15,953,212股，      470,424 发行股数； 203,089 和 205,397 流通股数，分别			47,042						47,042
资本公积额额外增资			2,967,927						2,960,035
保留收益			403,259						409,863
以成本计算的库藏普通股; 267,335 和 265,027 股，分别为			(3,097,785)						(3,048,786)
累积其他全面损失			(60,590)						(58,375)
股东权益总额			259,853						309,779
负债和股东权益总额			$	5,073,223					$	5,182,826

请参阅简明合并基本报表附注。

4

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目录

温迪公司及其附属公司

综合营业损益汇缩陈述

(以千为单位，除每股金额外)

			结束于三个月的期间												九个月结束了
			九月29日， 2024						十月一日， 2023						九月29日， 2024						十月一日， 2023
			(未经查核)
收入：
销售额			$	230,403					$	234,721					$	693,081					$	703,358
特许权使用费和费用			153,868						149,345						458,038						444,070
特许权租金收入			59,314						57,567						177,938						173,407
广告基金收入			123,154						108,922						343,162						320,092
			566,739						550,555						1,672,219						1,640,927
成本及费用:
销货成本			195,638						199,522						587,637						597,068
特许权支持和其他成本			16,047						14,806						47,011						41,853
特许权租金支出			32,237						31,876						96,405						94,901
广告基金支出			129,732						107,895						357,923						319,174
总务与行政			62,794						59,288						188,047						184,306
折旧和摊销（不包括独立显示的云计算安排之摊销）			36,996						34,288						110,006						101,258
云计算服务商之摊销			3,576						3,844						10,637						7,692
系统优化增益，净额			(420)						(120)						(573)						(119)
重组与重新调整成本			354						611						8,479						8,100
长期资产减损			178						59						2,873						513
其他营业收入，净额			(5,068)						(3,117)						(11,564)						(9,174)
			472,064						448,952						1,396,881						1,345,572
营业利润			94,675						101,603						275,338						295,355
利息费用，净额			(31,270)						(30,957)						(92,800)						(93,798)
提早偿还债务的损失			—						(319)						—						(1,585)
投资收益（损失），净额			—						—						11						(10,389)
其他收益，净额			6,246						7,637						19,382						22,546
税前收入			69,651						77,964						201,931						212,129
所得税费用			(19,427)						(19,915)						(55,071)						(54,627)
净利润			$	50,224					$	58,049					$	146,860					$	157,502
每股净利润：
基础			$	.25					$	.28					$	.72					$	.75
稀释			$	.25					$	.28					$	.71					$	.74

请参阅附注事项的简明合并财务报表。

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目录

雲宝公司及其子公司

综合收益简明合并报表

（以千为单位）

			三个月已结束												九个月已结束
			9月29日， 2024						十月一日 2023						9月29日， 2024						十月一日 2023
			（未经审计）
净收入			$	50,224					$	58,049					$	146,860					$	157,502
其他综合收益（亏损）：
外币折算调整			4,382						(4,533)						(2,215)						574
其他综合收益（亏损）			4,382						(4,533)						(2,215)						574
综合收入			$	54,606					$	53,516					$	144,645					$	158,076

请参阅附注事项的简明合并财务报表。

6

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目录

雀喜公司及其附属公司

股东权益的简明合并报表

（以千为单位）

			股票 股票						共计 实收资本 资本						未分配利润						股票储备中持有的普通股						累计其他综合损失						总费用
			(未经审计)
2023年12月31日结余为			$	47,042					$	2,960,035					$	409,863					$	(3,048,786)					$	(58,375)					$	309,779
净收入			—						—						41,993						—						—						41,993
其他综合损失			—						—						—						—						(4,586)						(4,586)
现金股利			—						—						(51,374)						—						—						(51,374)
购回普通股			—						—						—						(7,216)						—						(7,216)
股权酬金			—						5,853						—						—						—						5,853
通过行权期权发行的普通股			—						179						—						1,036						—						1,215
通过解除限制股发行的普通股			—						(3,855)						—						1,778						—						(2,077)
其他			—						29						(17)						55						—						67
2024年3月31日结存余额			$	47,042					$	2,962,241					$	400,465					$	(3,053,133)					$	(62,961)					$	293,654
净收入			—						—						54,643						—						—						54,643
其他综合损失			—						—						—						—						(2,011)						(2,011)
现金股利			—						—						(51,252)						—						—						(51,252)
购回普通股			—						—						—						(27,493)						—						(27,493)
股权酬金			—						5,824						—						—						—						5,824
期权行权后发行的普通股			—						(134)						—						874						—						740
受限股解禁后发行的普通股			—						(3,484)						—						3,058						—						(426)
其他			—						32						(20)						62						—						74
2024年6月30日余额			$	47,042					$	2,964,479					$	403,836					$	(3,076,632)					$	(64,972)					$	273,753
净收入			—						—						50,224						—						—						50,224
其他综合收益			—						—						—						—						4,382						4,382
现金股利			—						—						(50,785)						—						—						(50,785)
回购普通股			—						—						—						(25,418)						—						(25,418)
股权酬金			—						6,814						—						—						—						6,814
股票期权行权后发行的普通股			—						258						—						2,133						—						2,391
受限制股份解禁后发行的普通股			—						(3,654)						—						2,069						—						(1,585)
其他			—						30						(16)						63						—						77
2024年9月29日结余			$	47,042					$	2,967,927					$	403,259					$	(3,097,785)					$	(60,590)					$	259,853

请参阅附注事项的简明合并财务报表。

7

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目录

温迪公司及其子公司

扼要合并股东权益报表—持续

（以千为单位）

			股票 股票						共计 实收资本 资本						未分配利润						股票储备中持有的普通股						累计其他综合损失						总费用
			(未经审计)
2023年1月1日余额			$	47,042					$	2,937,885					$	414,749					$	(2,869,780)					$	(64,176)					$	465,720
净收入			—						—						39,821						—						—						39,821
其他综合收益			—						—						—						—						158						158
现金股利			—						—						(53,103)						—						—						(53,103)
购回普通股			—						—						—						(38,810)						—						(38,810)
股权酬金			—						4,609						—						—						—						4,609
股票期权行使后发行的普通股			—						808						—						1,808						—						2,616
受限股解禁后发行的普通股			—						(2,222)						—						678						—						(1,544)
其他			—						58						(22)						54						—						90
2023年4月2日的结余			$	47,042					$	2,941,138					$	401,445					$	(2,906,050)					$	(64,018)					$	419,557
净收入			—						—						59,632						—						—						59,632
其他综合收益			—						—						—						—						4,949						4,949
现金股利			—						—						(52,612)						—						—						(52,612)
购回普通股			—						—						—						(50,183)						—						(50,183)
股权酬金			—						5,609						—						—						—						5,609
期权行权后发行的普通股			—						1,136						—						3,829						—						4,965
受限制股解禁后发行的普通股			—						(2,182)						—						1,283						—						(899)
其他			—						53						(16)						60						—						97
2023年7月2日的结余			$	47,042					$	2,945,754					$	408,449					$	(2,951,061)					$	(59,069)					$	391,115
净收入			—						—						58,049						—						—						58,049
其他综合损失			—						—						—						—						(4,533)						(4,533)
现金股利			—						—						(52,156)						—						—						(52,156)
购回普通股			—						—						—						(56,714)						—						(56,714)
股权酬金			—						6,551						—						—						—						6,551
行使期权后发行的普通股			—						210						—						894						—						1,104
限制股解禁后发行的普通股			—						(1,658)						—						702						—						(956)
其他			—						59						(18)						63						—						104
2023年10月1日的余额			$	47,042					$	2,950,916					$	414,324					$	(3,006,116)					$	(63,602)					$	342,564

See accompanying notes to condensed consolidated financial statements.

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THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

			Nine Months Ended
			September 29, 2024						October 1, 2023
			(Unaudited)
Cash flows from operating activities:
Net income			$	146,860					$	157,502
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below)			110,006						101,258
Amortization of cloud computing arrangements			10,637						7,692
Share-based compensation			18,491						16,769
Impairment of long-lived assets			2,873						513
Deferred income tax			(465)						(502)
Non-cash rental expense, net			31,973						30,724
Change in operating lease liabilities			(36,461)						(35,319)
Net receipt of deferred vendor incentives			1,449						4,007
System optimization (gains), net			(573)						(119)
Distributions received from joint ventures, net of equity in earnings			2,055						1,349
Long-term debt-related activities, net			5,609						7,310
Cloud computing arrangements expenditures			(10,583)						(25,154)
Changes in operating assets and liabilities and other, net			4,810						3,495
Net cash provided by operating activities			286,681						269,525
Cash flows from investing activities:
Capital expenditures			(52,361)						(55,689)
Franchise development fund			(21,040)						(1,947)
Dispositions			3,222						280
Notes receivable, net			1,383						1,825
Net cash used in investing activities			(68,796)						(55,531)
Cash flows from financing activities:
Repayments of long-term debt			(21,937)						(61,280)
Repayments of finance lease liabilities			(15,421)						(16,947)
Repurchases of common stock			(60,056)						(142,413)
Dividends			(153,411)						(157,871)
Proceeds from stock option exercises			4,651						9,113
Payments related to tax withholding for share-based compensation			(4,395)						(3,827)
Net cash used in financing activities			(250,569)						(373,225)
Net cash used in operations before effect of exchange rate changes on cash			(32,684)						(159,231)
Effect of exchange rate changes on cash			(1,603)						307
Net decrease in cash, cash equivalents and restricted cash			(34,287)						(158,924)
Cash, cash equivalents and restricted cash at beginning of period			588,816						831,801
Cash, cash equivalents and restricted cash at end of period			$	554,529					$	672,877

See accompanying notes to condensed consolidated financial statements.

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THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(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 29, 2024, the results of our operations for the three and nine months ended September 29, 2024 and October 1, 2023 and cash flows for the nine months ended September 29, 2024 and October 1, 2023. The results of operations for the nine months ended September 29, 2024 are not necessarily indicative of the results to be expected for the full 2024 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 31, 2023 (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 16 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.

(2) 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
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
Three Months Ended October 1, 2023
Sales at Company-operated restaurants			$	227,674					$	7,047					$	—					$	234,721
Franchise royalty revenue			112,698						17,390						—						130,088
Franchise fees			17,079						1,597						581						19,257
Franchise rental income			—						—						57,567						57,567
Advertising funds revenue			99,789						9,133						—						108,922
Total revenues			$	457,240					$	35,167					$	58,148					$	550,555

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Table of Contents

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

			Wendy’s U.S.						Wendy’s International						Global Real Estate & Development						Total
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						27,103						—						343,162
Total revenues			$	1,384,163					$	106,774					$	181,282					$	1,672,219
Nine Months Ended October 1, 2023
Sales at Company-operated restaurants			$	685,168					$	18,190					$	—					$	703,358
Franchise royalty revenue			333,958						50,408						—						384,366
Franchise fees			51,812						4,515						3,377						59,704
Franchise rental income			—						—						173,407						173,407
Advertising funds revenue			296,043						24,049						—						320,092
Total revenues			$	1,366,981					$	97,162					$	176,784					$	1,640,927

Contract Balances

The following table provides information about receivables and contract liabilities (deferred franchise fees) from contracts with customers:

			September 29, 2024 (a)						December 31, 2023 (a)
Receivables, which are included in “Accounts and notes receivable, net” (b)			$	54,814					$	55,293
Receivables, which are included in “Advertising funds restricted assets”			68,354						76,838
Deferred franchise fees (c)			100,754						100,805

_______________

(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 $11,454 and $89,300, respectively, as of September 29, 2024, and $10,673 and $90,132, respectively, as of December 31, 2023.

Significant changes in deferred franchise fees are as follows:

			Nine Months Ended
			September 29, 2024						October 1, 2023
Deferred franchise fees at beginning of period			$	100,805					$	99,208
Revenue recognized during the period			(8,873)						(9,016)
New deferrals due to cash received and other			8,822						9,697
Deferred franchise fees at end of period			$	100,754					$	99,889

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

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:
2024 (a)			$	6,427
2025			6,685
2026			6,546
2027			6,439
2028			6,320
Thereafter			68,337
			$	100,754

_______________

(a)Represents franchise fees expected to be recognized for the remainder of 2024, which includes development-related franchise fees expected to be recognized over a duration of one year or less.

(3) System Optimization Gains, Net

The Company’s system optimization initiative included a shift from Company-operated restaurants to franchised restaurants over time, through acquisitions and dispositions, as well as facilitating franchisee-to-franchisee restaurant transfers (“Franchise Flips”). As of September 29, 2024, Company-operated restaurant ownership was approximately 5% of the total system. While the Company has no plans to move its ownership away from approximately 5% of the total system, the Company expects to continue to optimize the Wendy’s system through Franchise Flips, as well as evaluating strategic acquisitions of franchised restaurants and strategic dispositions of Company-operated restaurants to existing and new franchisees, to further strengthen the franchisee base, drive new restaurant development and accelerate reimages. During the nine months ended September 29, 2024 and October 1, 2023, the Company facilitated 14 and 88 Franchise Flips, respectively. Additionally, during the nine months ended September 29, 2024, the Company completed the sale of one Company-operated restaurant to a franchisee. No Company-operated restaurants were sold to or purchased from franchisees during the nine months ended October 1, 2023.

Gains and losses recognized on dispositions are recorded to “System optimization gains, net” in our condensed consolidated statements of operations. Costs related to acquisitions and dispositions under our system optimization initiative are recorded to “Reorganization and realignment costs,” which are further described in Note 4. All other costs incurred related to facilitating Franchise Flips are recorded to “Franchise support and other costs.”

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The following is a summary of the disposition activity recorded as a result of our system optimization initiative:

			Three Months Ended												Nine Months Ended
			September 29, 2024						October 1, 2023						September 29, 2024						October 1, 2023
Number of restaurants sold to franchisees			1						—						1						—
Proceeds from sales of restaurants			$	834					$	—					$	834					$	—
Net assets sold (a)			(725)						—						(725)						—
Other			6						—						6						—
			115						—						115						—
Post-closing adjustments on sales of restaurants (b)			440						537						694						537
Gain on sales of restaurants, net			555						537						809						537
Loss on sales of other assets, net (c)			(135)						(417)						(236)						(418)
System optimization gains, net			$	420					$	120					$	573					$	119

_______________

(a)Net assets sold consisted primarily of land.

(b)Represents the recognition of deferred gains as a result of the resolution of certain contingencies related to the extension of lease terms for restaurants previously sold to franchisees.

(c)During the three and nine months ended September 29, 2024, the Company received net cash proceeds of $1,787 and $2,388, respectively, primarily from the sale of surplus and other properties. During the nine months ended October 1, 2023, the Company received net cash proceeds of $280 primarily from the sale of surplus and other properties.

Assets Held for Sale

As of September 29, 2024 and December 31, 2023, the Company had assets held for sale of $2,517 and $2,689, respectively, primarily consisting of surplus properties. Assets held for sale are included in “Prepaid expenses and other current assets.”

(4) 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 29, 2024						October 1, 2023						September 29, 2024						October 1, 2023
Organizational redesign			$	296					$	579					$	8,327					$	7,986
Other reorganization and realignment plans			58						32						152						114
Reorganization and realignment costs			$	354					$	611					$	8,479					$	8,100

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(In Thousands Except Per Share Amounts)

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”). As a result of the Organizational Redesign Plan, the Company held its general and administrative expense in 2023 relatively flat compared with 2022. Additionally, in January 2024, the Board of Directors announced the appointment of Kirk Tanner as the Company’s new President and Chief Executive Officer, effective February 5, 2024. Mr. Tanner succeeded Todd A. Penegor, the Company’s previous President and Chief Executive Officer, who departed from the Company in February 2024. The Company expects to incur total costs of approximately $18,000 related to the Organizational Redesign Plan, including costs related to the succession of the President and Chief Executive Officer role. During the nine months ended September 29, 2024 and October 1, 2023, the Company recognized costs totaling $8,327 and $7,986, respectively, which primarily included severance and related employee costs. The Company expects to incur additional costs aggregating approximately $800, comprised primarily of 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 recorded as a result of the Organizational Redesign Plan:

			Three Months Ended												Nine Months Ended												Total Incurred Since Inception
			September 29, 2024						October 1, 2023						September 29, 2024						October 1, 2023
Severance and related employee costs			$	12					$	114					$	7,322					$	5,674					$	13,565
Recruitment and relocation costs			75						140						157						304						711
Third-party and other costs			57						173						120						904						1,117
			144						427						7,599						6,882						15,393
Share-based compensation (a)			152						152						728						1,104						1,998
Total organizational redesign			$	296					$	579					$	8,327					$	7,986					$	17,391

_______________

(a)Primarily represents the accelerated recognition of share-based compensation resulting from the termination of employees under the Organizational Redesign Plan.

As of September 29, 2024, the accruals for the Organizational Redesign Plan are included in “Accrued expenses and other current liabilities” and “Other liabilities” and totaled $4,210 and $1,215, respectively. The tables below present a rollforward of our accruals for the Organizational Redesign Plan.

			Balance December 31, 2023						Charges						Payments						Balance September 29, 2024
Severance and related employee costs			$	1,692					$	7,322					$	(3,589)					$	5,425
Recruitment and relocation costs			—						157						(157)						—
Third-party and other costs			—						120						(120)						—
			$	1,692					$	7,599					$	(3,866)					$	5,425

			Balance January 1, 2023						Charges						Payments						Balance October 1, 2023
Severance and related employee costs			$	—					$	5,674					$	(3,524)					$	2,150
Recruitment and relocation costs			—						304						(304)						—
Third-party and other costs			—						904						(904)						—
			$	—					$	6,882					$	(4,732)					$	2,150

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

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 29, 2024 and October 1, 2023. The Company does not expect to incur any material additional costs under these plans.

(5) Investments

The following is a summary of the carrying value of our investments:

			September 29, 2024						December 31, 2023
Equity method investment			$	30,040					$	32,727
Other investments in equity securities			1,718						1,718
			$	31,758					$	34,445

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 29, 2024						October 1, 2023
Balance at beginning of period			$	32,727					$	33,921
Equity in earnings for the period			10,493						10,012
Amortization of purchase price adjustments (a)			(1,870)						(2,051)
			8,623						7,961
Distributions received			(10,678)						(9,310)
Foreign currency translation adjustment included in “Other comprehensive income (loss)”			(632)						151
Balance at end of period			$	30,040					$	32,723

_______________

(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 October 1, 2023, the Company recorded impairment charges of $10,389 for the difference between the estimated fair value and the carrying value of an investment in equity securities.

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(In Thousands Except Per Share Amounts)

(6) 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 29, 2024												December 31, 2023
			Carrying Amount						Fair Value						Carrying Amount						Fair Value						Fair Value Measurements
Financial assets
Cash equivalents			$	333,761					$	333,761					$	365,901					$	365,901					Level 1
Other investments in equity securities (a)			1,718						1,718						1,718						1,718						Level 2
Financial liabilities (b)
Series 2022-1 Class A-2-I Notes			97,750						95,635						98,500						92,289						Level 2
Series 2022-1 Class A-2-II Notes			387,134						367,777						390,134						370,577						Level 2
Series 2021-1 Class A-2-I Notes			419,894						379,609						423,269						362,572						Level 2
Series 2021-1 Class A-2-II Notes			628,655						553,411						633,530						530,581						Level 2
Series 2019-1 Class A-2-I Notes			354,673						348,204						357,673						341,606						Level 2
Series 2019-1 Class A-2-II Notes			399,748						388,131						403,123						374,058						Level 2
Series 2018-1 Class A-2-II Notes			437,537						425,767						441,099						412,754						Level 2
7% debentures, due in 2025			48,744						49,586						48,237						49,431						Level 2

_______________

(a)The fair value of our other investments in equity securities is based on our review of information provided by the investment manager, which is based on observable price changes in orderly transactions for a similar investment of the same issuer.

(b)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.

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(In Thousands Except Per Share Amounts)

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 7 for further information on impairment of our long-lived assets.

									Fair Value Measurements
			September 29, 2024						Level 1						Level 2						Level 3
Held and used			$	2,372					$	—					$	—					$	2,372
Held for sale			2,241						—						—						2,241
Total			$	4,613					$	—					$	—					$	4,613

									Fair Value Measurements
			December 31, 2023						Level 1						Level 2						Level 3
Held and used			$	1,212					$	—					$	—					$	1,212
Held for sale			1,044						—						—						1,044
Total			$	2,256					$	—					$	—					$	2,256

(7) 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 29, 2024						October 1, 2023						September 29, 2024						October 1, 2023
Company-operated restaurants			$	—					$	—					$	2,418					$	428
Surplus properties			178						59						455						85
			$	178					$	59					$	2,873					$	513

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(In Thousands Except Per Share Amounts)

(8) Income Taxes

The Company’s effective tax rate for the three months ended September 29, 2024 and October 1, 2023 was 27.9% and 25.5%, respectively. The Company’s effective tax rate varied from the U.S. federal statutory rate of 21% for the three months ended September 29, 2024 primarily due to state income taxes and the tax effects of our foreign operations.

The Company’s effective tax rate for the nine months ended September 29, 2024 and October 1, 2023 was 27.3% and 25.8%, respectively. The Company’s effective tax rate varied from the U.S. federal statutory rate of 21% for the nine months ended September 29, 2024 primarily due to state income taxes and the tax effects of our foreign operations.

There were no significant changes to the unrecognized tax benefits or related interest and penalties for the three and nine months ended September 29, 2024. During the next twelve months, we believe it is reasonably possible the Company will reduce unrecognized tax benefits by up to $220 due to lapses of statutes of limitations.

The current portion of refundable income taxes was $9,307 and $5,284 as of September 29, 2024 and December 31, 2023, respectively, and is included in “Accounts and notes receivable, net.” There were no long-term refundable income taxes as of September 29, 2024 or December 31, 2023.

(9) Net Income Per Share

The calculation of basic and diluted net income per share was as follows:

			Three Months Ended												Nine Months Ended
			September 29, 2024						October 1, 2023						September 29, 2024						October 1, 2023
Net income			$	50,224					$	58,049					$	146,860					$	157,502
Common stock:
Weighted average basic shares outstanding			203,264						208,834						204,518						210,668
Dilutive effect of stock options and restricted shares			990						1,768						1,285						2,185
Weighted average diluted shares outstanding			204,254						210,602						205,803						212,853
Net income per share:
Basic			$	.25					$	.28					$	.72					$	.75
Diluted			$	.25					$	.28					$	.71					$	.74

Basic net income per share for the three and nine months ended September 29, 2024 and October 1, 2023 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 8,605 and 7,667 for the three and nine months ended September 29, 2024, respectively, and 5,204 and 4,719 for the three and nine months ended October 1, 2023, respectively, from our diluted net income per share calculation as they would have had anti-dilutive effects.

(10) Stockholders’ Equity

Dividends

During each of the first, second, and third quarters of 2024 and 2023, 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

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(In Thousands Except Per Share Amounts)

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. As of September 29, 2024, the Company had $250,363 of availability remaining under the January 2023 Authorization. Subsequent to September 29, 2024 through October 24, 2024, the Company repurchased 150 shares under the January 2023 Authorization with an aggregate purchase price of $2,679, excluding applicable excise tax and commissions.

During the nine months ended October 1, 2023, the Company repurchased 6,730 shares under the January 2023 Authorization with an aggregate purchase price of $144,320, of which $2,001 was accrued as of October 1, 2023, and excluding excise tax of $1,293 and commissions of $94.

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 29, 2024						October 1, 2023
Balance at beginning of period			$	(58,375)					$	(64,176)
Foreign currency translation			(2,215)						574
Balance at end of period			$	(60,590)					$	(63,602)

(11) 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 29, 2024, the nature of restaurants operated by the Company and its franchisees was as follows:

			September 29, 2024
Company-operated restaurants:
Owned land and building			154
Owned building and held long-term land leases			145
Leased land and building			112
Total Company-operated restaurants			411
Franchisee-operated restaurants:
Company-owned properties leased to franchisees			492
Company-leased properties subleased to franchisees			1,161
Other franchisee-operated restaurants			5,228
Total franchisee-operated restaurants			6,881
Total Company-operated and franchisee-operated restaurants			7,292

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Company as Lessee

The components of lease cost are as follows:

			Three Months Ended												Nine Months Ended
			September 29, 2024						October 1, 2023						September 29, 2024						October 1, 2023
Finance lease cost:
Amortization of finance lease assets			$	4,779					$	4,111					$	13,448					$	12,232
Interest on finance lease liabilities			10,921						10,664						32,278						32,157
			15,700						14,775						45,726						44,389
Operating lease cost			21,496						21,577						64,721						64,455
Variable lease cost (a)			17,087						16,889						50,940						50,489
Short-term lease cost			1,478						1,466						4,098						4,433
Total operating lease cost (b)			40,061						39,932						119,759						119,377
Total lease cost			$	55,761					$	54,707					$	165,485					$	163,766

_______________

(a)Includes expenses for executory costs of $10,108 and $9,777 for the three months ended September 29, 2024 and October 1, 2023, respectively, and $30,362 and $29,797 for the nine months ended September 29, 2024 and October 1, 2023, respectively, for which the Company is reimbursed by sublessees.

(b)Includes $32,197 and $31,824 for the three months ended September 29, 2024 and October 1, 2023, respectively, and $96,270 and $94,751 for the nine months ended September 29, 2024 and October 1, 2023, respectively, recorded to “Franchise rental expense” for leased properties that are subsequently leased to franchisees. Also includes $7,299 and $7,570 for the three months ended September 29, 2024 and October 1, 2023, respectively, and $22,089 and $22,981 for the nine months ended September 29, 2024 and October 1, 2023, 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 29, 2024						October 1, 2023						September 29, 2024						October 1, 2023
Sales-type and direct-financing leases:
Selling profit			$	67					$	354					$	139					$	1,555
Interest income (a)			7,110						7,853						22,007						23,583
Operating lease income			41,882						40,567						126,329						123,352
Variable lease income			17,432						17,000						51,609						50,055
Franchise rental income (b)			$	59,314					$	57,567					$	177,938					$	173,407

_______________

(a)Included in “Interest expense, net.”

(b)Includes sublease income of $43,698 and $42,545 recognized during the three months ended September 29, 2024 and October 1, 2023, respectively, and $131,530 and $128,457 recognized during the nine months ended September 29, 2024 and October 1, 2023, respectively. Sublease income includes lessees’ variable payments to the Company for executory costs of $10,112 and $9,811 for the three months ended September 29, 2024 and October 1, 2023,

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(In Thousands Except Per Share Amounts)

respectively, and $30,356 and $29,704 for the nine months ended September 29, 2024 and October 1, 2023, respectively.

(12) Supplemental Cash Flow Information

The following table includes supplemental non-cash investing and financing activities:

			Nine Months Ended
			September 29, 2024						October 1, 2023
Supplemental non-cash investing and financing activities:
Capital expenditures included in accounts payable			$	10,734					$	10,856
Finance leases			21,531						13,436

The following table includes a reconciliation of cash, cash equivalents and restricted cash:

			September 29, 2024						December 31, 2023
Reconciliation of cash, cash equivalents and restricted cash at end of period:
Cash and cash equivalents			$	482,224					$	516,037
Restricted cash			35,180						35,848
Restricted cash, included in Advertising funds restricted assets			37,125						36,931
Total cash, cash equivalents and restricted cash			$	554,529					$	588,816

(13) 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 $16,065 and $15,713 under these lease agreements during the nine months ended September 29, 2024 and October 1, 2023, respectively, which is recorded to “Franchise rental expense.” In addition, TimWen paid Wendy’s a management fee under the TimWen joint venture agreement of $179 and $181 during the nine months ended September 29, 2024 and October 1, 2023, respectively, which is included as a reduction to “General and administrative.”

Transactions with QSCC

Wendy’s has a purchasing co-op relationship structure with its franchisees that establishes Quality Supply Chain Co-op, Inc. (“QSCC”). QSCC manages, for the Wendy’s 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. QSCC’s supply chain management facilitates continuity of supply and provides consolidated purchasing efficiencies while monitoring and seeking to minimize possible obsolete inventory throughout the Wendy’s supply chain in the U.S. and Canada.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Wendy’s 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 QSCC’s 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 and management of the Wendy’s supply chain in the U.S. and Canada. Should QSCC’s sourcing fees exceed its expected needs, QSCC’s board of directors may return some or all of the excess to its members in the form of a patronage dividend. Wendy’s recorded its share of patronage dividends of $3,493 during the nine months ended September 29, 2024, of which $2,909 is included in “Other operating income, net” and $584 is included as a reduction of “Cost of sales.” Wendy’s recorded its share of patronage dividends of $363 during the nine months ended October 1, 2023, all of which is included as a reduction of “Cost of sales.”

Transactions with Yellow Cab

Certain family members and/or affiliates of Mr. Nelson Peltz, our former Chairman, Mr. Peter May, our Senior Vice Chairman, and Mr. Matthew Peltz, our Vice Chairman, hold minority ownership interests in Yellow Cab Holdings, LLC (“Yellow Cab”), a Wendy’s franchisee, that as of September 29, 2024 owns and operates 87 Wendy’s restaurants, and/or certain of the operating companies managed by Yellow Cab. During the nine months ended September 29, 2024 and October 1, 2023, the Company recognized $11,397 and $11,143, 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 29, 2024 and December 31, 2023, $1,099 and $1,153, 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

In February 2023, Ms. Kristin Dolan, a director of the Company, was appointed as the Chief Executive Officer of AMC Networks Inc. (“AMC”). During the nine months ended September 29, 2024 and October 1, 2023, the Company purchased approximately $1,600 and $1,800, respectively, of advertising time 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. As of December 31, 2023, approximately $584 was due to AMC for such advertising time, which is included in “Advertising funds restricted liabilities.” There were no amounts due to AMC as of September 29, 2024.

(14) 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.

Franchisee Incentive Programs

To promote new restaurant development, Wendy’s has provided franchisees with certain incentive programs for qualifying new restaurants. In July and September 2024, Wendy’s announced a new development incentive structure in the U.S. and Canada and select international markets, respectively, that provides for reductions in royalty and national advertising fees for qualifying new restaurants for two, three or four years of operation based on the number of restaurants committed to under the development agreement.

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 $86,450 as of September 29, 2024. These leases extend through 2045. We have had no judgments against us as guarantor of these leases as of September 29, 2024. 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 29, 2024.

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Table of Contents

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Letters of Credit

As of September 29, 2024, the Company had outstanding letters of credit with various parties totaling $28,673. 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.

Purchase and Capital Commitments

The Company has material purchase requirements under a marketing agreement with two national broadcasters and a beverage agreement with a vendor. In August 2024, the Company amended its contract with the beverage vendor, which now expires upon reaching a threshold usage requirement or, if certain undertakings are not fulfilled, at the later of reaching a threshold usage requirement or December 31, 2034. Our total purchase requirements under the marketing agreement and the amended beverage agreement are estimated to be approximately $107,500 over the remaining life of the contracts.

(15) 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 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 Company’s financial condition, results of operations, or cash flows of a particular reporting period.

(16) Segment Information

Revenues by segment are as follows:

			Three Months Ended												Nine Months Ended
			September 29, 2024						October 1, 2023						September 29, 2024						October 1, 2023
Wendy’s U.S.			$	468,725					$	457,240					$	1,384,163					$	1,366,981
Wendy’s International			37,598						35,167						106,774						97,162
Global Real Estate & Development			60,416						58,148						181,282						176,784
Total revenues			$	566,739					$	550,555					$	1,672,219					$	1,640,927

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Table of Contents

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

The following table reconciles profit by segment to the Company’s consolidated income before income taxes:

			Three Months Ended												Nine Months Ended
			September 29, 2024						October 1, 2023						September 29, 2024						October 1, 2023
Wendy’s U.S. (a)			$	129,790					$	134,887					$	392,323					$	403,064
Wendy’s International (b)			11,046						10,831						32,411						26,808
Global Real Estate & Development			27,237						24,418						79,480						76,020
Total segment profit			168,073						170,136						$	504,214					$	505,892
Unallocated franchise support and other costs			(900)						(29)						(1,117)						(6)
Advertising funds deficit			190						1,088						651						3,509
Unallocated general and administrative (c)			(32,443)						(30,962)						(98,289)						(96,776)
Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below)			(36,996)						(34,288)						(110,006)						(101,258)
Amortization of cloud computing arrangements			(3,576)						(3,844)						(10,637)						(7,692)
System optimization gains, net			420						120						573						119
Reorganization and realignment costs			(354)						(611)						(8,479)						(8,100)
Impairment of long-lived assets			(178)						(59)						(2,873)						(513)
Unallocated other operating income, net			439						52						1,301						180
Interest expense, net			(31,270)						(30,957)						(92,800)						(93,798)
Loss on early extinguishment of debt			—						(319)						—						(1,585)
Investment income (loss), net			—						—						11						(10,389)
Other income, net			6,246						7,637						19,382						22,546
Income before income taxes			$	69,651					$	77,964					$	201,931					$	212,129

_______________

(a)Wendy’s U.S. includes advertising funds expense of $5,977 and $13,386 for the three and nine months ended September 29, 2024 related to the Company’s funding of incremental advertising.

(b)Wendy’s International includes advertising funds expense of $622 and $1,387 for the three and nine months ended September 29, 2024, respectively, and $596 and $1,802 for the three and nine months ended October 1, 2023, respectively, related to the Company’s funding of incremental advertising in Canada. In addition, Wendy’s International includes other international-related advertising (deficit) surplus of $(170) and $(640) for the three and nine months ended September 29, 2024, respectively, and $535 and $(789) for the three and nine months ended October 1, 2023, respectively.

(c)Includes corporate overhead costs, such as employee compensation and related benefits.

(17) New Accounting Standards

New Accounting Standard Adopted

Common-Control Lease Arrangements

In March 2023, the Financial Accounting Standards Board (“FASB”) issued an update to amend certain lease accounting guidance that applies to arrangements between related parties under common control. The amendment requires a lessee in a common-control lease arrangement to amortize leasehold improvements that it owns over the useful life of the improvements to the common-control group, regardless of the lease term, if the lessee continues to control the use of the underlying asset through a lease. The Company adopted this amendment during the first quarter of 2024. The adoption of this amendment did not have a material impact on our condensed consolidated financial statements.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Introduction

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of The Wendy’s Company (“The Wendy’s Company” and, together with its subsidiaries, the “Company,” “we,” “us,” or “our”) should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes included elsewhere within this report and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”). There have been no material changes as of September 29, 2024 to the application of our critical accounting policies as described in Item 7 of the Form 10-K. Certain statements we make under this Item 2 constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. See “Special Note Regarding Forward-Looking Statements and Projections” in “Part II. Other Information” of this report. You should consider our forward-looking statements in light of the risks discussed in “Item 1A. Risk Factors” in “Part II. Other Information” of this report and our unaudited condensed consolidated financial statements, related notes and other financial information appearing elsewhere in this report, the Form 10-K and our other filings with the Securities and Exchange Commission (the “SEC”).

The Wendy’s Company is the parent company of its 100% owned subsidiary holding company, Wendy’s Restaurants, LLC (“Wendy’s Restaurants”). Wendy’s Restaurants is the parent company of Wendy’s International, LLC (formerly known as Wendy’s International, Inc). Wendy’s International, LLC is the indirect parent company of (1) Quality Is Our Recipe, LLC (“Quality”), which is the owner and franchisor of the Wendy’s restaurant system in the United States (the “U.S.”) and all international jurisdictions except for Canada, and (2) Wendy’s Restaurants of Canada Inc., which is the owner and franchisor of the Wendy’s restaurant system in Canada. As used herein, unless the context requires otherwise, the term “Company” refers to The Wendy’s Company and its direct and indirect subsidiaries, and “Wendy’s” refers to Quality when the context relates to the ownership or franchising of the Wendy’s restaurant system and to Wendy’s International, LLC when the context refers to the Wendy’s brand.

Wendy’s is primarily engaged in the business of operating, developing and franchising a system of distinctive quick-service restaurants serving high quality food. Wendy’s opened its first restaurant in Columbus, Ohio in 1969. Today, Wendy’s is 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 7,292 restaurants in the U.S. and 31 foreign countries and U.S. territories as of September 29, 2024.

Each Wendy’s restaurant offers an extensive menu specializing in hamburger sandwiches and featuring filet of chicken breast sandwiches, which are prepared to order with the customer’s choice of toppings and condiments. Wendy’s menu also includes chicken nuggets, chili, french fries, baked potatoes, freshly prepared salads, soft drinks, Frosty® desserts and kids’ meals. In addition, Wendy’s restaurants sell a variety of promotional products on a limited time basis. Wendy’s also offers breakfast across the U.S. system and in Canada. Wendy’s breakfast menu features a variety of breakfast sandwiches such as the Breakfast Baconator® and sides such as seasoned potatoes.

The Company is comprised of the following segments: (1) Wendy’s U.S., (2) Wendy’s International and (3) Global Real Estate & Development. Wendy’s U.S. includes the operation and franchising of Wendy’s restaurants in the U.S. and derives its revenues from sales at Company-operated restaurants and royalties, fees and advertising fund collections from franchised restaurants. Wendy’s International includes the operation and franchising of Wendy’s restaurants in countries and territories other than the U.S. and derives its revenues from sales at Company-operated restaurants and royalties, fees and advertising fund collections from franchised restaurants. Global Real Estate & Development includes real estate activity for owned sites and sites leased from third parties, which are leased and/or subleased to franchisees, and also includes our share of the income of our TimWen real estate joint venture. In addition, Global Real Estate & Development earns fees from facilitating franchisee-to-franchisee restaurant transfers (“Franchise Flips”) and providing other development-related services to franchisees. In this “Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Company reports on the segment profit for each of the three segments described above. The Company measures segment profit using segment adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”). Segment adjusted EBITDA excludes certain unallocated general and administrative expenses and other items that vary from period to period without correlation to

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the Company’s core operating performance. See “Results of Operations” below and Note 16 to the Condensed Consolidated Financial Statements contained in Item 1 herein for segment financial information.

The Company’s fiscal reporting periods consist of 52 or 53 weeks ending on the Sunday closest to December 31. All three- and 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.

Executive Overview

Our Business

As of September 29, 2024, the Wendy’s restaurant system was comprised of 7,292 restaurants, with 6,011 Wendy’s restaurants in operation in the U.S. Of the U.S. restaurants, 398 were operated by the Company and 5,613 were operated by a total of 210 franchisees. In addition, at September 29, 2024, there were 1,281 Wendy’s restaurants in operation in 31 foreign countries and U.S. territories. Of the international restaurants, 1,268 were operated by a total of 109 franchisees and 13 were operated by the Company in the United Kingdom (the “U.K.”).

The revenues from our restaurant business are derived from two principal sources: (1) sales at Company-operated restaurants and (2) franchise-related revenues, including royalties, national advertising funds contributions, rents and franchise fees received from Wendy’s franchised restaurants. Company-operated restaurants comprised approximately 5% of the total Wendy’s system as of September 29, 2024.

Wendy’s operating results are impacted by a number of external factors, including commodity costs, labor costs, intense price competition, unemployment and consumer spending levels, general economic and market trends and weather.

Wendy’s long-term growth opportunities include delivering accelerated global growth through (1) driving same-restaurant sales momentum across all dayparts, (2) accelerating our consumer-facing digital platforms and technologies and (3) expanding the Company’s footprint across the globe.

Key Business Measures

We track our results of operations and manage our business using the following key business measures, which includes a non-GAAP financial measure:

•Same-Restaurant Sales - We report same-restaurant sales commencing after new restaurants have been open for 15 continuous months and as soon as reimaged restaurants reopen. Restaurants temporarily closed for more than one week are excluded from same-restaurant sales. This methodology is consistent with the metric used by our management for internal reporting and analysis. The table summarizing same-restaurant sales below in “Results of Operations” provides the same-restaurant sales percent changes.

•Company-Operated Restaurant Margin - We define Company-operated restaurant margin as sales from Company-operated restaurants less cost of sales divided by sales from Company-operated restaurants. Cost of sales includes food and paper, restaurant labor and occupancy, advertising and other operating costs. Cost of sales excludes certain costs that support restaurant operations that are not allocated to individual restaurants, which are included in “General and administrative.” Cost of sales also excludes depreciation and amortization expense and impairment of long-lived assets. Therefore, as Company-operated restaurant margin as presented excludes certain costs as described above, its usefulness may be limited and may not be comparable to other similarly titled measures of other companies in our industry.

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

•Systemwide Sales - Systemwide sales is a non-GAAP financial measure, which includes sales by both Company-operated restaurants and franchised restaurants. Franchised restaurants’ sales are reported by our franchisees and represent their revenues from sales at franchised Wendy’s restaurants. The Company’s consolidated financial statements do not include sales by franchised restaurants to their customers. The Company’s royalty and advertising

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funds revenues are computed as percentages of sales made by Wendy’s franchisees. As a result, sales by Wendy’s franchisees have a direct effect on the Company’s royalty and advertising funds revenues and profitability.

The Company calculates same-restaurant sales and systemwide sales growth on a constant currency basis. Constant currency results exclude the impact of foreign currency translation and are derived by translating current year results at prior year average exchange rates. The Company believes excluding the impact of foreign currency translation provides better year over year comparability.

Same-restaurant sales and systemwide sales exclude sales from Argentina due to that country’s highly inflationary economy. The Company considers economies that have had cumulative inflation in excess of 100% over a three-year period as highly inflationary.

The Company believes its presentation of same-restaurant sales, Company-operated restaurant margin and systemwide sales provide a meaningful perspective of the underlying operating performance of the Company’s current business and enables investors to better understand and evaluate the Company’s historical and prospective operating performance. The Company believes that these metrics are important supplemental measures of operating performance because they highlight trends in the Company’s business that may not otherwise be apparent when relying solely on GAAP financial measures. The Company believes investors, analysts and other interested parties use these metrics in evaluating issuers and that the presentation of these measures facilitates a comparative assessment of the Company’s operating performance. With respect to same-restaurant sales and systemwide sales, the Company also believes that the data is useful in assessing consumer demand for the Company’s products and the overall success of the Wendy’s brand.

The non-GAAP financial measure discussed above does not replace the presentation of the Company’s financial results in accordance with GAAP. Because all companies do not calculate non-GAAP financial measures in the same way, this measure as used by other companies may not be consistent with the way the Company calculates such measure.

Third Quarter Financial Highlights

•Revenue increased 2.9% to $566.7 million in the third quarter of 2024 compared with $550.6 million in the third quarter of 2023;

•Global same-restaurant sales increased 0.2%, U.S. same-restaurant sales increased 0.2% and international same-restaurant sales increased 0.7% compared with the third quarter of 2023. On a two-year basis, global same-restaurant sales increased 3.0%;

•Global Company-operated restaurant margin was 15.1% in the third quarter of 2024, an increase of 10 basis points compared with the third quarter of 2023; and

•Net income decreased 13.5% to $50.2 million in the third quarter of 2024 compared with $58.0 million in the third quarter of 2023.

Year-to-Date Financial Highlights

•Revenue increased 1.9% to $1.67 billion in the first nine months of 2024 compared with $1.64 billion in the first nine months of 2023;

•Global same-restaurant sales increased 0.7%, U.S. same-restaurant sales increased 0.5% and international same-restaurant sales increased 2.1% compared with the first nine months of 2023. On a two-year basis, global same-restaurant sales increased 5.9%;

•Global Company-operated restaurant margin was 15.2% in the first nine months of 2024, an increase of 10 basis points compared with the first nine months of 2023; and

•Net income decreased 6.8% to $146.9 million in the first nine months of 2024 compared with $157.5 million in the first nine months of 2023.

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Global Same-Restaurant Sales

Wendy’s long-term growth opportunities include driving same-restaurant sales across all dayparts through quality differentiation, exciting menu innovation and compelling value offerings. Global same-restaurant sales increased 0.2% in the third quarter of 2024 and increased 3.0% on a two-year basis. Global same-restaurant sales increased 0.7% in the first nine months of 2024 and increased 5.9% on a two-year basis. To drive same-restaurant sales across the breakfast daypart, the Company plans to fund approximately $22.0 million of incremental breakfast advertising in 2024.

Digital

Wendy’s long-term growth opportunities include accelerating consumer-facing digital platforms and technologies to drive global systemwide sales. Over the past several years, the Company has invested significant resources to focus on consumer-facing technology, including activating mobile ordering via Wendy’s mobile app, launching the Wendy’s Rewards loyalty program in the U.S. and Canada and establishing delivery agreements with third-party vendors. The Company is also continuing to make digital investments and is partnering with key technology providers to help execute our digital, restaurant technology and enterprise technology initiatives and support our technology innovation and growth. The Company’s digital business has continued to grow and digital sales as a percent of global systemwide sales increased from approximately 12.8% during the first nine months of 2023 to approximately 17.1% during the first nine months of 2024.

New Restaurant Development

Wendy’s long-term growth opportunities include expanding the Company’s footprint across the globe. To promote new restaurant development, the Company has provided franchisees with certain incentive programs for qualifying new restaurants, in addition to our build to suit development fund. In July and September 2024, Wendy’s announced a new development incentive structure in the U.S. and Canada and select international markets, respectively, that provides for reductions in royalty and national advertising fees for qualifying new restaurants for two, three or four years of operation based on the number of restaurants committed to under the development agreement. In addition, the Company has development agreements in place with a number of franchisees that contractually obligate such franchisees to open additional Wendy’s restaurants over a specified timeframe. During the nine months ended September 29, 2024, Wendy’s added 52 net new restaurants across the system.

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”). As a result of the Organizational Redesign Plan, the Company held its general and administrative expense in 2023 relatively flat compared with 2022. Additionally, in January 2024, the Board of Directors announced the appointment of Kirk Tanner as the Company’s new President and Chief Executive Officer, effective February 5, 2024. Mr. Tanner succeeded Todd A. Penegor, the Company’s previous President and Chief Executive Officer, who departed from the Company in February 2024. The Company expects to incur total costs of approximately $18 million related to the Organizational Redesign Plan, including costs related to the succession of the President and Chief Executive Officer role. Of the total costs, approximately $15 million will be cash expenditures expected through 2026. Costs related to the Organizational Redesign Plan are recorded to “Reorganization and realignment costs.” During the nine months ended September 29, 2024, the Company recognized costs totaling $8.3 million, which primarily included severance and related employee costs. The Company expects to incur additional costs aggregating approximately $0.8 million, comprised primarily of share-based compensation. The Company expects costs related to the Organizational Redesign Plan to continue into 2026.

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Results of Operations

The tables included throughout this Results of Operations set forth in millions the Company’s condensed consolidated results of operations for the third quarter and the first nine months of 2024 and 2023.

			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Revenues:
Sales			$	230.4					$	234.7					$	(4.3)					$	693.1					$	703.4					$	(10.3)
Franchise royalty revenue and fees			153.9						149.4						4.5						458.0						444.0						14.0
Franchise rental income			59.3						57.6						1.7						177.9						173.4						4.5
Advertising funds revenue			123.1						108.9						14.2						343.2						320.1						23.1
			566.7						550.6						16.1						1,672.2						1,640.9						31.3
Costs and expenses:
Cost of sales			195.6						199.5						(3.9)						587.6						597.1						(9.5)
Franchise support and other costs			16.0						14.8						1.2						47.0						41.9						5.1
Franchise rental expense			32.2						31.9						0.3						96.4						94.9						1.5
Advertising funds expense			129.7						107.9						21.8						357.9						319.2						38.7
General and administrative			62.8						59.3						3.5						188.0						184.3						3.7
Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below)			37.0						34.3						2.7						110.0						101.3						8.7
Amortization of cloud computing arrangements			3.6						3.8						(0.2)						10.6						7.7						2.9
System optimization gains, net			(0.4)						(0.1)						(0.3)						(0.6)						(0.1)						(0.5)
Reorganization and realignment costs			0.4						0.6						(0.2)						8.5						8.1						0.4
Impairment of long-lived assets			0.2						0.1						0.1						2.9						0.5						2.4
Other operating income, net			(5.1)						(3.1)						(2.0)						(11.4)						(9.4)						(2.0)
			472.0						449.0						23.0						1,396.9						1,345.5						51.4
Operating profit			94.7						101.6						(6.9)						275.3						295.4						(20.1)
Interest expense, net			(31.3)						(31.0)						(0.3)						(92.8)						(93.8)						1.0
Loss on early extinguishment of debt			—						(0.3)						0.3						—						(1.6)						1.6
Investment loss, net			—						—						—						—						(10.4)						10.4
Other income, net			6.3						7.7						(1.4)						19.4						22.5						(3.1)
Income before income taxes			69.7						78.0						(8.3)						201.9						212.1						(10.2)
Provision for income taxes			(19.5)						(20.0)						0.5						(55.0)						(54.6)						(0.4)
Net income			$	50.2					$	58.0					$	(7.8)					$	146.9					$	157.5					$	(10.6)

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			Third Quarter																								Nine Months
			2024						% of Total Revenues						2023						% of Total Revenues						2024						% of Total Revenues						2023						% of Total Revenues
Revenues:
Sales			$	230.4					40.7		%				$	234.7					42.6		%				$	693.1					41.4		%				$	703.4					42.9		%
Franchise royalty revenue and fees:
Franchise royalty revenue			132.6						23.4		%				130.1						23.6		%				394.6						23.6		%				384.3						23.5		%
Franchise fees			21.3						3.8		%				19.3						3.5		%				63.4						3.8		%				59.7						3.6		%
Total franchise royalty revenue and fees			153.9						27.2		%				149.4						27.1		%				458.0						27.4		%				444.0						27.1		%
Franchise rental income			59.3						10.5		%				57.6						10.5		%				177.9						10.6		%				173.4						10.6		%
Advertising funds revenue			123.1						21.7		%				108.9						19.8		%				343.2						20.5		%				320.1						19.5		%
Total revenues			$	566.7					100.0		%				$	550.6					100.0		%				$	1,672.2					100.0		%				$	1,640.9					100.0		%
			Third Quarter																								Nine Months
			2024						% of  Sales						2023						% of  Sales						2024						% of  Sales						2023						% of  Sales
Cost of sales:
Food and paper			$	71.7					31.1		%				$	74.5					31.7		%				$	214.4					30.9		%				$	224.1					31.9		%
Restaurant labor			73.9						32.1		%				74.9						31.9		%				223.5						32.2		%				223.8						31.8		%
Occupancy, advertising and other operating costs			50.0						21.7		%				50.1						21.4		%				149.7						21.6		%				149.2						21.2		%
Total cost of sales			$	195.6					84.9		%				$	199.5					85.0		%				$	587.6					84.8		%				$	597.1					84.9		%

			Third Quarter																								Nine Months
			2024						% of Sales						2023						% of Sales						2024						% of Sales						2023						% of Sales
Company-operated restaurant margin:
U.S.			$	34.8					15.6		%				$	35.5					15.6		%				$	106.4					15.8		%				$	108.8					15.9		%
Global			34.8						15.1		%				35.2						15.0		%				105.5						15.2		%				106.3						15.1		%

30

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The table below presents certain of the Company’s key business measures, which are defined and further discussed in the “Executive Overview” section included herein.

			Third Quarter												Nine Months
			2024						2023						2024						2023
Key business measures:
U.S. same-restaurant sales:
Company-operated			(1.5)		%				0.7		%				(1.1)		%				3.6		%
Franchised			0.3		%				2.3		%				0.6		%				4.8		%
Systemwide			0.2		%				2.2		%				0.5		%				4.7		%
International same-restaurant sales (a)			0.7		%				7.8		%				2.1		%				9.4		%
Global same-restaurant sales:
Company-operated			(1.6)		%				1.0		%				(1.3)		%				3.8		%
Franchised (a)			0.4		%				3.0		%				0.8		%				5.4		%
Systemwide (a)			0.2		%				2.8		%				0.7		%				5.2		%
Systemwide sales (b):
U.S. Company-operated			$	222.7					$	227.7					$	673.4					$	685.2
U.S. franchised			2,918.3						2,885.3						8,701.3						8,557.2
U.S. systemwide			3,141.0						3,113.0						9,374.7						9,242.4
International Company-operated			7.7						7.1						19.7						18.2
International franchised (a)			487.5						460.3						1,418.9						1,328.6
International systemwide (a)			495.2						467.4						1,438.6						1,346.8
Global systemwide (a)			$	3,636.2					$	3,580.4					$	10,813.3					$	10,589.2

_______________

(a)Excludes Argentina due to the impact of that country’s highly inflationary economy.

(b)During the third quarter of 2024 and 2023, global systemwide sales increased 1.8% and 4.8%, respectively, U.S. systemwide sales increased 0.9% and 3.6%, respectively, and international systemwide sales increased 7.7% and 13.6%, respectively, on a constant currency basis. During the first nine months of 2024 and 2023, global systemwide sales increased 2.3% and 7.2% respectively, U.S. systemwide sales increased 1.4% and 6.0%, respectively, and international systemwide sales increased 8.3% and 15.6%, respectively, on a constant currency basis.

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			Third Quarter
			U.S. Company-operated						U.S. Franchised						International Company-operated						International Franchised						Systemwide
Restaurant count:
Restaurant count at June 30, 2024			399						5,614						12						1,236						7,261
Opened			—						22						1						41						64
Closed			—						(24)						—						(9)						(33)
Net (sold to) purchased by franchisees			(1)						1						—						—						—
Restaurant count at September 29, 2024			398						5,613						13						1,268						7,292
			Nine Months
			U.S. Company-operated						U.S. Franchised						International Company-operated						International Franchised						Systemwide
Restaurant count at December 31, 2023			403						5,627						12						1,198						7,240
Opened			2						63						1						97						163
Closed			(6)						(78)						—						(27)						(111)
Net (sold to) purchased by franchisees			(1)						1						—						—						—
Restaurant count at September 29, 2024			398						5,613						13						1,268						7,292

Sales			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Sales			$	230.4					$	234.7					$	(4.3)					$	693.1					$	703.4					$	(10.3)

The decrease in sales during the third quarter and the first nine months of 2024 was primarily due to (1) a 1.6% and 1.3% decrease in global Company-operated same-restaurant sales of $4.1 million and $9.4 million, respectively, and (2) net closures of Company-operated restaurants of $0.3 million and $2.2 million, respectively. Company-operated same-restaurant sales decreased due to a decrease in customer count, partially offset by higher average check.

Franchise Royalty Revenue and Fees			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Franchise royalty revenue			$	132.6					$	130.1					$	2.5					$	394.6					$	384.3					$	10.3
Franchise fees			21.3						19.3						2.0						63.4						59.7						3.7
			$	153.9					$	149.4					$	4.5					$	458.0					$	444.0					$	14.0

Franchise royalty revenue during the third quarter of 2024 increased $2.5 million, of which (1) $2.1 million was due to net new restaurant development and (2) $0.7 million was due to a 0.4% increase in global franchise same-restaurant sales. Franchise royalty revenue during the first nine months of 2024 increased $10.3 million, of which (1) $6.1 million was due to net new restaurant development and (2) $3.9 million was due to a 0.8% increase in global franchise same-restaurant sales. Franchise same-restaurant sales during the third quarter and first nine months of 2024 increased due to higher average check, partially offset by a decrease in customer count.

The increase in franchise fees during the third quarter and the first nine months of 2024 was primarily due to (1) higher fees for providing information technology services to franchisees of $0.5 million and $1.3 million, respectively, and (2) an increase in other miscellaneous franchise fees of $1.5 million and $2.4 million, respectively.

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Franchise Rental Income			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Franchise rental income			$	59.3					$	57.6					$	1.7					$	177.9					$	173.4					$	4.5

The increase in franchise rental income during the third quarter and the first nine months of 2024 was primarily due to (1) the impact of amending certain existing leases of $1.3 million and $2.8 million, respectively, (2) the impact of entering into new leases of $0.6 million and $1.6 million, respectively, and (3) an increase in executory costs of $0.3 million and $0.7 million, respectively. See Note 11 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information.

Advertising Funds Revenue			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Advertising funds revenue			$	123.1					$	108.9					$	14.2					$	343.2					$	320.1					$	23.1

The increase in advertising funds revenue during the third quarter of 2024 was primarily due to promotional activity of $12.0 million. During the first nine months of 2024, advertising funds revenue also increased due to (1) net new restaurant development of $4.5 million and (2) an increase in franchise same-restaurant sales in the U.S. and Canada of $2.3 million.

Cost of Sales, as a Percent of Sales			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Food and paper			31.1		%				31.7		%				(0.6)		%				30.9		%				31.9		%				(1.0)		%
Restaurant labor			32.1		%				31.9		%				0.2		%				32.2		%				31.8		%				0.4		%
Occupancy, advertising and other operating costs			21.7		%				21.4		%				0.3		%				21.6		%				21.2		%				0.4		%
			84.9		%				85.0		%				(0.1)		%				84.8		%				84.9		%				(0.1)		%

The decrease in cost of sales, as a percent of sales, during the third quarter and the first nine months of 2024 was primarily due to (1) higher average check and (2) labor efficiencies. These impacts were partially offset by (1) an increase in restaurant labor rates and (2) a decrease in customer count.

Franchise Support and Other Costs			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Franchise support and other costs			$	16.0					$	14.8					$	1.2					$	47.0					$	41.9					$	5.1

The increase in franchise support and other costs during the third quarter and the first nine months of 2024 was primarily due to an increase in costs incurred to provide information technology and other services to franchisees.

Franchise Rental Expense			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Franchise rental expense			$	32.2					$	31.9					$	0.3					$	96.4					$	94.9					$	1.5

The increase in franchise rental expense during the first nine months of 2024 was primarily due to an increase in executory costs. See Note 11 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information.

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Advertising Funds Expense			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Advertising funds expense			$	129.7					$	107.9					$	21.8					$	357.9					$	319.2					$	38.7

On an interim basis, advertising funds expense is recognized in proportion to advertising funds revenue. The Company expects advertising funds expense to be higher than advertising funds revenue by approximately $22.0 million for 2024, which represents the Company’s plan to fund incremental breakfast advertising. The increase in advertising funds expense during the third quarter and the first nine months of 2024 was primarily due to (1) the same factors as described above for “Advertising Funds Revenue” and (2) the recognition of the expected Company breakfast advertising spend in excess of advertising funds revenue of $6.6 million and $14.8 million, respectively.

General and Administrative			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Employee compensation and benefits			$	35.2					$	31.1					$	4.1					$	103.4					$	96.1					$	7.3
Share-based compensation			6.7						6.4						0.3						17.8						15.7						2.1
Incentive compensation			2.5						5.4						(2.9)						15.0						20.4						(5.4)
Professional fees			14.9						13.2						1.7						42.2						42.8						(0.6)
Other, net			3.5						3.2						0.3						9.6						9.3						0.3
			$	62.8					$	59.3					$	3.5					$	188.0					$	184.3					$	3.7

The increase in general and administrative expenses during the third quarter of 2024 was primarily due to (1) higher employee compensation and benefits and (2) an increase in professional fees. These increases were partially offset by a decrease in incentive compensation accruals, reflecting lower operating performance as compared to plan in 2024 versus 2023.

The increase in general and administrative expenses during the first nine months of 2024 was primarily due to (1) higher employee compensation and benefits and (2) higher share-based compensation. These increases were partially offset by a decrease in incentive compensation accruals, reflecting lower operating performance as compared to plan in 2024 versus 2023.

Depreciation and Amortization (exclusive of amortization of cloud computing arrangements shown separately below)			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Restaurants			$	23.3					$	21.9					$	1.4					$	68.8					$	63.9					$	4.9
Technology support, corporate and other			13.7						12.4						1.3						41.2						37.4						3.8
			$	37.0					$	34.3					$	2.7					$	110.0					$	101.3					$	8.7

The increase in depreciation and amortization during the third quarter and the first nine months of 2024 was primarily due to (1) asset additions for new and remodeled restaurants and (2) depreciation and amortization for technology investments.

Amortization of Cloud Computing Arrangements			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Amortization of cloud computing arrangements			$	3.6					$	3.8					$	(0.2)					$	10.6					$	7.7					$	2.9

The increase in amortization of cloud computing arrangements during the first nine months of 2024 was primarily due to amortization of assets associated with the Company’s human capital management (“HCM”) system implementation completed in the third quarter of 2023.

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System Optimization Gains, Net			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
System optimization gains, net			$	(0.4)					$	(0.1)					$	(0.3)					$	(0.6)					$	(0.1)					$	(0.5)

System optimization gains, net for the third quarter and the first nine months of 2024 were primarily comprised of post-closing adjustments on sales of restaurants. See Note 3 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information.

Reorganization and Realignment Costs			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Organizational redesign			$	0.3					$	0.6					$	(0.3)					$	8.3					$	8.0					$	0.3
Other reorganization and realignment plans			0.1						—						0.1						0.2						0.1						0.1
			$	0.4					$	0.6					$	(0.2)					$	8.5					$	8.1					$	0.4

During the first nine months of 2024 and 2023, the Company recognized costs under the Organizational Redesign Plan of $8.3 million and $8.0 million, respectively, which primarily included severance and related employee costs. See Note 4 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information on the Organizational Redesign Plan.

Costs incurred under the Company’s other reorganization and realignment plans were not material during the three and nine months ended September 29, 2024 and October 1, 2023. The Company does not expect to incur any material additional costs under these plans.

Impairment of Long-Lived Assets			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Impairment of long-lived assets			$	0.2					$	0.1					$	0.1					$	2.9					$	0.5					$	2.4

The increase in impairment of long-lived assets during the first nine months of 2024 was primarily due to higher impairment charges as a result of the deterioration in operating performance of certain Company-operated restaurants.

Other Operating Income, Net			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Lease buyout			$	1.7					$	(0.2)					$	1.9					$	2.2					$	(0.2)					$	2.4
Equity in earnings in joint venture, net			3.1						3.0						0.1						8.6						8.0						0.6
Other, net			0.3						0.3						—						0.6						1.6						(1.0)
			$	5.1					$	3.1					$	2.0					$	11.4					$	9.4					$	2.0

The increase in other operating income during the third quarter and the first nine months of 2024 was primarily due to an increase in lease buyout activity.

Interest Expense, Net			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Interest expense, net			$	31.3					$	31.0					$	0.3					$	92.8					$	93.8					$	(1.0)

The decrease in interest expense, net during the first nine months of 2024 was primarily due to lower outstanding long-term debt.

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Loss on Early Extinguishment of Debt			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Loss on early extinguishment of debt			$	—					$	0.3					$	(0.3)					$	—					$	1.6					$	(1.6)

During the first nine months of 2023, the Company incurred a loss on early extinguishment of debt of $1.6 million related to the repurchase of $39.3 million in principal of the Company’s 7% debentures.

Investment Loss, Net			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Investment loss, net			$	—					$	—					$	—					$	—					$	10.4					$	(10.4)

During the first nine months of 2023, the Company recorded a loss of $10.4 million due to impairment charges for the difference between the estimated fair value and the carrying value of an investment in equity securities.

Other Income, Net			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Other income, net			$	6.3					$	7.7					$	(1.4)					$	19.4					$	22.5					$	(3.1)

The decrease in other income, net during the third quarter and the first nine months of 2024 was primarily due to a decrease in interest income, reflecting lower balances of cash equivalents.

Provision for Income Taxes			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Income before income taxes			$	69.7					$	78.0					$	(8.3)					$	201.9					$	212.1					$	(10.2)
Provision for income taxes			(19.5)						(20.0)						0.5						(55.0)						(54.6)						(0.4)
Effective tax rate on income			27.9		%				25.5		%				2.4		%				27.3		%				25.8		%				1.5		%

The effective tax rates for the third quarter and the first nine months of 2024 and 2023 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 of 2024 was primarily due to (1) an increase in the tax effects of our foreign operations, (2) a decrease in the benefit from share-based compensation and (3) an increase in state income taxes, including discrete changes to state deferred income taxes. The increase in the effective tax rate for the first nine months of 2024 was primarily due to (1) an increase in the tax effects of our foreign operations and (2) a decrease in the benefit from share-based compensation. These changes were partially offset by a one-time adjustment to our foreign deferred income taxes related to prior periods.

Numerous countries have enacted the Organization of Economic Corporation and Development’s framework on a global minimum tax (referred to as “Pillar 2”), with the earliest effective date for taxable years beginning after December 31, 2023. While the Company does not expect this enactment will have a material impact on the condensed consolidated financial statements, we will continue to evaluate and monitor as additional guidance and clarification becomes available.

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Segment Information

See Note 16 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information regarding the Company’s segments.

Wendy’s U.S.

			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Sales			$	222.7					$	227.7					$	(5.0)					$	673.4					$	685.2					$	(11.8)
Franchise royalty revenue			114.4						112.7						1.7						341.2						334.0						7.2
Franchise fees			17.9						17.0						0.9						53.5						51.8						1.7
Advertising fund revenue			113.7						99.8						13.9						316.1						296.0						20.1
Total revenues			$	468.7					$	457.2					$	11.5					$	1,384.2					$	1,367.0					$	17.2
Segment profit			$	129.8					$	134.9					$	(5.1)					$	392.3					$	403.1					$	(10.8)

The increase in Wendy’s U.S. revenues during the third quarter and the first nine months of 2024 was primarily due to (1) higher advertising fund revenue and (2) net new franchise restaurant development. During the first nine months of 2024, revenues also increased due to higher franchise same-restaurant sales. Franchise same-restaurant sales increased during the first nine months of 2024 primarily due to higher average check, partially offset by a decrease in customer count. These increases were partially offset by a decrease in Company-operated sales driven by the same factors as described above for “Sales.”

The decrease in Wendy’s U.S. segment profit during the third quarter and the first nine months of 2024 was primarily due to (1) an increase in the Company’s funding of incremental advertising and (2) a decrease in Company-operated sales. During the first nine months of 2024, segment profit also decreased due to higher franchise support and other costs. These changes were partially offset by an increase in franchise royalty revenue and fees.

Wendy’s International

			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Sales			$	7.7					$	7.1					$	0.6					$	19.7					$	18.2					$	1.5
Franchise royalty revenue			18.2						17.4						0.8						53.4						50.4						3.0
Franchise fees			2.3						1.6						0.7						6.6						4.5						2.1
Advertising fund revenue			9.4						9.1						0.3						27.1						24.1						3.0
Total revenues			$	37.6					$	35.2					$	2.4					$	106.8					$	97.2					$	9.6
Segment profit			$	11.0					$	10.8					$	0.2					$	32.4					$	26.8					$	5.6

The increase in Wendy’s International revenues during the third quarter and the first nine months of 2024 was primarily due to (1) net new restaurant development and (2) an increase in franchise same-restaurant sales. Franchise same-restaurant sales increased during the third quarter and the first nine months of 2024 due to higher average check, partially offset by a decrease in customer count.

The increase in Wendy’s International segment profit during the third quarter and the first nine months of 2024 was primarily due to higher revenues. This increase was partially offset by higher advertising fund expenses.

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Global Real Estate & Development

			Third Quarter																		Nine Months
			2024						2023						Change						2024						2023						Change
Franchise fees			$	1.1					$	0.6					$	0.5					$	3.3					$	3.4					$	(0.1)
Franchise rental income			59.3						57.5						1.8						178.0						173.4						4.6
Total revenues			$	60.4					$	58.1					$	2.3					$	181.3					$	176.8					$	4.5
Segment profit			$	27.2					$	24.4					$	2.8					$	79.5					$	76.0					$	3.5

The increase in Global Real Estate & Development revenues during the third quarter and the first nine months of 2024 was primarily due to higher franchise rental income as a result of (1) amending certain existing leases, (2) entering into new leases and (3) an increase executory costs.

The increase in Global Real Estate & Development segment profit during the third quarter and the first nine months of 2024 was primarily due to (1) higher revenues and (2) an increase in lease buyout activity. These increases were partially offset by higher franchise rental expense driven by the same factors as described above for “Franchise Rental Expense.”

Liquidity and Capital Resources

Cash Flows

Our primary sources of liquidity and capital resources are cash flows from operations and borrowings under our securitized financing facility. Our principal uses of cash are operating expenses, capital expenditures, repurchases of common stock and dividends to stockholders.

Our anticipated cash requirements for the remainder of 2024, exclusive of operating cash flow requirements, consist principally of:

•capital expenditures of approximately $38.0 million to $48.0 million, resulting in total anticipated cash capital expenditures for the year of approximately $90.0 million to $100.0 million;

•cash dividends aggregating approximately $51.0 million as discussed below in “Dividends;” and

•stock repurchases under the Company’s January 2023 Authorization as discussed below in “Stock Repurchases.”

Based on current levels of operations, the Company expects that available cash and cash flows from operations will provide sufficient liquidity to meet operating cash requirements for the next 12 months.

We currently believe we have the ability to pursue additional sources of liquidity if needed or desired to fund operating cash requirements or for other purposes. However, there can be no assurance that additional liquidity will be readily available or available on terms acceptable to us.

The table below summarizes our cash flows from operating, investing and financing activities for the first nine months of 2024 and 2023:

			Nine Months
			2024						2023						Change
Net cash provided by (used in):
Operating activities			$	286.7					$	269.5					$	17.2
Investing activities			(68.8)						(55.5)						(13.3)
Financing activities			(250.6)						(373.2)						122.6
Effect of exchange rate changes on cash			(1.6)						0.3						(1.9)
Net decrease in cash, cash equivalents and restricted cash			$	(34.3)					$	(158.9)					$	124.6

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Operating Activities

Cash provided by operating activities consists primarily of net income, adjusted for non-cash expenses such as depreciation and amortization, deferred income tax and share-based compensation, and the net change in operating assets and liabilities. Cash provided by operating activities was $286.7 million and $269.5 million in the first nine months of 2024 and 2023, respectively. The change was primarily due to (1) a decrease in cash paid for cloud computing arrangements and (2) the timing of payments for marketing expenses of the national advertising funds. These changes were partially offset by lower net income, adjusted for non-cash expenses.

Investing Activities

Cash used in investing activities was $68.8 million and $55.5 million in the first nine months of 2024 and 2023, respectively. The change was primarily due to an increase in expenditures associated with the Company’s franchise development fund of $19.1 million, partially offset by (1) a decrease in capital expenditures of $3.3 million and (2) an increase in proceeds from dispositions of $2.9 million.

Financing Activities

Cash used in financing activities was $250.6 million and $373.2 million in the first nine months of 2024 and 2023, respectively. The change was primarily due to (1) a decrease in repurchases of the Company’s common stock of $82.4 million and (2) a decrease in repayments of long-term debt of $39.3 million, reflecting the impact of repurchases of the Company’s 7% debentures during the first nine months of 2023.

Long-Term Debt, Including Current Portion

We may from time to time seek to repurchase portions of our outstanding long-term debt, including our 7% debentures and/or our senior secured notes, through open market purchases, privately negotiated transactions or otherwise. No debt repurchases were made during the nine months ended September 29, 2024. Future repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. Whether or not to repurchase any debt and the size and timing of any such repurchases will be determined at our discretion.

There were no material changes to the Company’s debt obligations since December 31, 2023. The Company was in compliance with its debt covenants as of September 29, 2024.

Dividends

On March 15, 2024, June 17, 2024, and September 17, 2024, the Company paid quarterly cash dividends per share of $.25, aggregating $153.4 million. On October 31, 2024, the Company announced a dividend of $.25 per share to be paid on December 16, 2024 to stockholders of record as of December 2, 2024. As a result, the Company expects that its total cash requirement for the fourth quarter of 2024 will be approximately $51.0 million based on the number of shares of its common stock outstanding at October 24, 2024. 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.

Stock Repurchases

In January 2023, our Board of Directors authorized a repurchase program for up to $500.0 million of our common stock through February 28, 2027, when and if market conditions warrant and to the extent legally permissible (the “January 2023 Authorization”). During the nine months ended September 29, 2024, the Company repurchased 3.4 million shares under the January 2023 Authorization with an aggregate purchase price of $59.6 million, of which $0.2 million was accrued as of September 29, 2024, and excluding excise tax and commissions. As of September 29, 2024, the Company had $250.4 million of availability remaining under the January 2023 Authorization. Subsequent to September 29, 2024 through October 24, 2024, the Company repurchased 0.2 million shares under the January 2023 Authorization with an aggregate purchase price of $2.7 million, excluding applicable excise tax and commissions.

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General Inflation, Commodities and Changing Prices

Inflationary pressures on labor directly impacted our consolidated results of operations during the nine months ended September 29, 2024, and we expect this to continue throughout the remainder of 2024. We attempt to manage any inflationary costs and commodity price increases through selective menu price increases and product mix. Delays in implementing such menu price increases and competitive pressures may limit our ability to recover such cost increases in the future. Inherent volatility experienced in certain commodity markets, such as those for beef, chicken, pork, cheese and grains, could have a significant effect on our results of operations and may have an adverse effect on us in the future. The extent of any impact will depend on our ability to manage such volatility through product mix and selective menu price increases.

Seasonality

Wendy’s restaurant operations are moderately seasonal. Wendy’s average restaurant sales are normally higher during the summer months than during the winter months. Because our business is moderately seasonal, results for a particular quarter are not necessarily indicative of the results that may be achieved for any other quarter or for the full fiscal year.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As of September 29, 2024 there were no material changes from the information contained in the Company’s Form 10-K for the fiscal year ended December 31, 2023.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The management of the Company, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 29, 2024. Based on such evaluations, the Chief Executive Officer and Chief Financial Officer concluded that as of September 29, 2024, the disclosure controls and procedures of the Company were effective at a reasonable assurance level in (1) recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and (2) ensuring that information required to be disclosed by the Company in such reports is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in the internal control over financial reporting of the Company during the third quarter of 2024 that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

There are inherent limitations in the effectiveness of any control system, including the potential for human error and the possible circumvention or overriding of controls and procedures. Additionally, judgments in decision-making can be faulty and breakdowns can occur because of a simple error or mistake. An effective control system can provide only reasonable, not absolute, assurance that the control objectives of the system are adequately met. Accordingly, the management of the Company, including its Chief Executive Officer and Chief Financial Officer, does not expect that the control system can prevent or detect all error or fraud. Finally, projections of any evaluation or assessment of effectiveness of a control system to future periods are subject to the risks that, over time, controls may become inadequate because of changes in an entity’s operating environment or deterioration in the degree of compliance with policies or procedures.

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PART II. OTHER INFORMATION

Special Note Regarding Forward-Looking Statements and Projections

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

•the impact of competition or poor customer experiences at Wendy’s restaurants;

•adverse economic conditions or disruptions, including in regions with a high concentration of Wendy’s restaurants;

•changes in discretionary consumer spending and consumer tastes and preferences;

•the disruption to our business from COVID-19 and its impact on our results of operations, financial condition and prospects;

•impacts to our corporate reputation or the value and perception of our brand;

•the effectiveness of our marketing and advertising programs and new product development;

•our ability to manage the impact of social media;

•our ability to protect our intellectual property;

•food safety events or health concerns involving our products;

•our ability to deliver accelerated global sales growth and achieve or maintain market share across our dayparts;

•our ability to achieve our growth strategy through new restaurant development and our Image Activation program;

•our ability to effectively manage the acquisition and disposition of restaurants or successfully implement other strategic initiatives;

•risks associated with leasing and owning significant amounts of real estate, including environmental matters;

•risks associated with our international operations, including our ability to execute our international growth strategy;

•changes in commodity and other operating costs;

•shortages or interruptions in the supply or distribution of our products and other risks associated with our independent supply chain purchasing co-op;

•the impact of increased labor costs or labor shortages;

•the continued succession and retention of key personnel and the effectiveness of our leadership and organizational structure;

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•risks associated with our digital commerce strategy, platforms and technologies, including our ability to adapt to changes in industry trends and consumer preferences;

•our dependence on computer systems and information technology, including risks associated with the failure or interruption of our systems or technology or the occurrence of cyber incidents or deficiencies;

•risks associated with our securitized financing facility and other debt agreements, including compliance with operational and financial covenants, restrictions on our ability to raise additional capital, the impact of our overall debt levels and our ability to generate sufficient cash flow to meet our debt service obligations and operate our business;

•risks associated with our capital allocation policy, including the amount and timing of equity and debt repurchases and dividend payments;

•risks associated with complaints and litigation, compliance with legal and regulatory requirements and an increased focus on environmental, social and governance issues;

•risks associated with the availability and cost of insurance, changes in accounting standards, the recognition of impairment or other charges, changes in tax rates or tax laws and fluctuations in foreign currency exchange rates;

•conditions beyond our control, such as adverse weather conditions, natural disasters, hostilities, social unrest, health epidemics or pandemics or other catastrophic events; and

•other risks and uncertainties affecting us and our subsidiaries referred to in our Annual Report on Form 10-K filed with the SEC on February 26, 2024 (see especially “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and in our other current and periodic filings with the SEC.

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

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

Item 1. Legal Proceedings.

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.

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Item 1A. Risk Factors.

In addition to the information contained in this report, you should carefully consider the risk factors disclosed in our Form 10-K, which could materially affect our business, financial condition or future results. Except as described elsewhere in this report, there have been no material changes from the risk factors previously disclosed in our Form 10-K.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information with respect to repurchases of shares of our common stock by us and our “affiliated purchasers” (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the third quarter of 2024:

Issuer Repurchases of Equity Securities

Period			Total Number of Shares Purchased (1)			Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans			Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans (2)
July 1, 2024 through August 4, 2024			929,674			$16.76			929,002			$260,000,026
August 5, 2024 through September 1, 2024			427,124			$16.98			295,114			$255,002,053
September 2, 2024 through September 29, 2024			269,917			$17.31			268,290			$250,362,507
Total			1,626,715			$16.91			1,492,406			$250,362,507

(1)Includes 134,309 shares of common stock reacquired by the Company from holders of share-based awards to satisfy certain requirements associated with the vesting or exercise of the respective award. The shares were valued at the fair market value of the Company’s common stock on the vesting or exercise date of such awards, as set forth in the applicable plan document.

(2)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.

Subsequent to September 29, 2024 through October 24, 2024, the Company repurchased 0.2 million shares under the January 2023 Authorization with an aggregate purchase price of $2.7 million, excluding applicable excise tax and commissions.

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Item 6. Exhibits.

EXHIBIT NO.			DESCRIPTION
10.1			Employment Letter between The Wendy’s Company and John Min dated as of September 4, 2024.* **
31.1			Certification of the Chief Executive Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2			Certification of the Chief Financial Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1			Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101			The following financial information from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2024 formatted in Inline eXtensible Business Reporting Language: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
104			The cover page from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2024, formatted in Inline XBRL and contained in Exhibit 101.

_______________

*			Filed herewith.
**			Identifies a management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			THE WENDY’S COMPANY (Registrant)
Date: October 31, 2024			By: /s/ Gunther Plosch
			Gunther Plosch
			Chief Financial Officer
			(On behalf of the registrant)
Date: October 31, 2024			By: /s/ Suzanne M. Thuerk
			Suzanne M. Thuerk
			Chief Accounting Officer
			(Principal Accounting Officer)

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