10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission file number: 1-2207

THE WENDY’S COMPANY

(Exact name of registrant as specified in its charter)

Delaware		38-0471180
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
One Dave Thomas Blvd.
Dublin,	Ohio	43017
(Address of principal executive offices)		(Zip Code)

(614) 764-3100

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.10 par value	WEN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

There were 205,133,491 shares of The Wendy’s Company common stock outstanding as of April 25, 2024.

THE WENDY’S COMPANY AND SUBSIDIARIES

INDEX TO FORM 10-Q

	Page
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements	4
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	4
Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and April 2, 2023	5
Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2024 and April 2, 2023	6
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2024 and April 2, 2023	7
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and April 2, 2023	8
Notes to Condensed Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3. Quantitative and Qualitative Disclosures about Market Risk	37
Item 4. Controls and Procedures	37
PART II: OTHER INFORMATION	38
Item 1. Legal Proceedings	39
Item 1A. Risk Factors	40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 6. Exhibits	41
Signatures	42

3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands Except Par Value)

	March 31, 2024		December 31, 2023
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	498,333	$	516,037
Restricted cash	36,058		35,848
Accounts and notes receivable, net	125,546		121,683
Inventories	6,110		6,690
Prepaid expenses and other current assets	39,075		39,640
Advertising funds restricted assets	162,406		117,755
Total current assets	867,528		837,653
Properties	890,667		891,080
Finance lease assets	227,547		228,936
Operating lease assets	696,944		705,615
Goodwill	773,077		773,727
Other intangible assets	1,210,124		1,219,129
Investments	33,230		34,445
Net investment in sales-type and direct financing leases	306,908		313,664
Other assets	183,745		178,577
Total assets	$	5,189,770	$	5,182,826
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	29,250	$	29,250
Current portion of finance lease liabilities	20,730		20,250
Current portion of operating lease liabilities	49,848		49,353
Accounts payable	26,175		27,370
Accrued expenses and other current liabilities	144,211		135,149
Advertising funds restricted liabilities	155,235		120,558
Total current liabilities	425,449		381,930
Long-term debt	2,727,371		2,732,814
Long-term finance lease liabilities	563,955		568,767
Long-term operating lease liabilities	729,086		739,340
Deferred income taxes	270,875		270,353
Deferred franchise fees	89,331		90,132
Other liabilities	90,049		89,711
Total liabilities	4,896,116		4,873,047
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.10 par value; 1,500,000 shares authorized;      470,424 shares issued; 205,325 and 205,397 shares outstanding, respectively	47,042		47,042
Additional paid-in capital	2,962,241		2,960,035
Retained earnings	400,465		409,863
Common stock held in treasury, at cost; 265,099 and 265,027 shares, respectively	(3,053,133)		(3,048,786)
Accumulated other comprehensive loss	(62,961)		(58,375)
Total stockholders’ equity	293,654		309,779
Total liabilities and stockholders’ equity	$	5,189,770	$	5,182,826

See accompanying notes to condensed consolidated financial statements.

4

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands Except Per Share Amounts)

	Three Months Ended
	March 31, 2024		April 2, 2023
	(Unaudited)
Revenues:
Sales	$	225,323	$	227,949
Franchise royalty revenue and fees	146,500		141,677
Franchise rental income	57,986		57,807
Advertising funds revenue	104,944		101,374
	534,753		528,807
Costs and expenses:
Cost of sales	192,113		196,536
Franchise support and other costs	14,742		13,260
Franchise rental expense	31,778		30,629
Advertising funds expense	107,374		101,661
General and administrative	63,757		62,276
Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below)	35,518		33,472
Amortization of cloud computing arrangements	3,542		1,582
System optimization losses (gains), net	127		(5)
Reorganization and realignment costs	5,673		6,808
Impairment of long-lived assets	2,006		376
Other operating income, net	(3,033)		(2,266)
	453,597		444,329
Operating profit	81,156		84,478
Interest expense, net	(30,535)		(31,705)
Loss on early extinguishment of debt	—		(1,266)
Investment loss, net	—		(3,562)
Other income, net	6,836		7,336
Income before income taxes	57,457		55,281
Provision for income taxes	(15,464)		(15,460)
Net income	$	41,993	$	39,821
Basic and diluted net income per share	$	.20	$	.19

See accompanying notes to condensed consolidated financial statements.

5

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands)

	Three Months Ended
	March 31, 2024		April 2, 2023
	(Unaudited)
Net income	$	41,993	$	39,821
Other comprehensive (loss) income:
Foreign currency translation adjustment	(4,586)		158
Other comprehensive (loss) income	(4,586)		158
Comprehensive income	$	37,407	$	39,979

See accompanying notes to condensed consolidated financial statements.

6

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In Thousands)

	Common Stock		Additional Paid-In Capital		Retained Earnings		Common Stock Held in Treasury		Accumulated Other Comprehensive Loss		Total
	(Unaudited)
Balance at December 31, 2023	$	47,042	$	2,960,035	$	409,863	$	(3,048,786)	$	(58,375)	$	309,779
Net income	—		—		41,993		—		—		41,993
Other comprehensive loss	—		—		—		—		(4,586)		(4,586)
Cash dividends	—		—		(51,374)		—		—		(51,374)
Repurchases of common stock	—		—		—		(7,216)		—		(7,216)
Share-based compensation	—		5,853		—		—		—		5,853
Common stock issued upon exercises of stock options	—		179		—		1,036		—		1,215
Common stock issued upon vesting of restricted shares	—		(3,855)		—		1,778		—		(2,077)
Other	—		29		(17)		55		—		67
Balance at March 31, 2024	$	47,042	$	2,962,241	$	400,465	$	(3,053,133)	$	(62,961)	$	293,654

Balance at January 1, 2023	$	47,042	$	2,937,885	$	414,749	$	(2,869,780)	$	(64,176)	$	465,720
Net income	—		—		39,821		—		—		39,821
Other comprehensive income	—		—		—		—		158		158
Cash dividends	—		—		(53,103)		—		—		(53,103)
Repurchases of common stock	—		—		—		(38,810)		—		(38,810)
Share-based compensation	—		4,609		—		—		—		4,609
Common stock issued upon exercises of stock options	—		808		—		1,808		—		2,616
Common stock issued upon vesting of restricted shares	—		(2,222)		—		678		—		(1,544)
Other	—		58		(22)		54		—		90
Balance at April 2, 2023	$	47,042	$	2,941,138	$	401,445	$	(2,906,050)	$	(64,018)	$	419,557

See accompanying notes to condensed consolidated financial statements.

7

THE WENDY’S COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

	Three Months Ended
	March 31, 2024		April 2, 2023
	(Unaudited)
Cash flows from operating activities:
Net income	$	41,993	$	39,821
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)	35,518		33,472
Amortization of cloud computing arrangements	3,542		1,582
Share-based compensation	5,853		4,609
Impairment of long-lived assets	2,006		376
Deferred income tax	603		2,302
Non-cash rental expense, net	10,974		9,012
Change in operating lease liabilities	(12,112)		(11,718)
Net receipt (recognition) of deferred vendor incentives	8,584		(1,197)
System optimization losses (gains), net	127		(5)
Distributions received from joint ventures, net of equity in earnings	430		394
Long-term debt-related activities, net	1,870		3,419
Cloud computing arrangements expenditures	(2,865)		(6,643)
Changes in operating assets and liabilities and other, net	3,464		(22,449)
Net cash provided by operating activities	99,987		52,975
Cash flows from investing activities:
Capital expenditures	(17,354)		(12,240)
Franchise development fund	(4,741)		(218)
Dispositions	26		287
Notes receivable, net	1,256		110
Net cash used in investing activities	(20,813)		(12,061)
Cash flows from financing activities:
Repayments of long-term debt	(7,313)		(39,122)
Repayments of finance lease liabilities	(5,465)		(4,398)
Repurchases of common stock	(7,295)		(36,727)
Dividends	(51,374)		(53,103)
Proceeds from stock option exercises	932		2,881
Payments related to tax withholding for share-based compensation	(2,115)		(1,809)
Net cash used in financing activities	(72,630)		(132,278)
Net cash provided by (used in) operations before effect of exchange rate changes on cash	6,544		(91,364)
Effect of exchange rate changes on cash	(2,274)		129
Net increase (decrease) in cash, cash equivalents and restricted cash	4,270		(91,235)
Cash, cash equivalents and restricted cash at beginning of period	588,816		831,801
Cash, cash equivalents and restricted cash at end of period	$	593,086	$	740,566

See accompanying notes to condensed consolidated financial statements.

8

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 March 31, 2024, the results of our operations for the three months ended March 31, 2024 and April 2, 2023 and cash flows for the three months ended March 31, 2024 and April 2, 2023. The results of operations for the three months ended March 31, 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-month periods presented herein contain 13 weeks. 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 March 31, 2024
Sales at Company-operated restaurants	$	219,468	$	5,855	$	—	$	225,323
Franchise royalty revenue	108,853		16,827		—		125,680
Franchise fees	17,826		1,889		1,105		20,820
Franchise rental income	—		—		57,986		57,986
Advertising funds revenue	96,700		8,244		—		104,944
Total revenues	$	442,847	$	32,815	$	59,091	$	534,753
Three Months Ended April 2, 2023
Sales at Company-operated restaurants	$	222,632	$	5,317	$	—	$	227,949
Franchise royalty revenue	106,339		15,811		—		122,150
Franchise fees	17,272		1,523		732		19,527
Franchise rental income	—		—		57,807		57,807
Advertising funds revenue	94,745		6,629		—		101,374
Total revenues	$	440,988	$	29,280	$	58,539	$	528,807

9

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Contract Balances

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

	March 31, 2024 (a)		December 31, 2023 (a)
Receivables, which are included in “Accounts and notes receivable, net” (b)	$	62,000	$	55,293
Receivables, which are included in “Advertising funds restricted assets”	74,614		76,838
Deferred franchise fees (c)	100,264		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 $10,933 and $89,331, respectively, as of March 31, 2024, and $10,673 and $90,132, respectively, as of December 31, 2023.

Significant changes in deferred franchise fees are as follows:

	Three Months Ended
	March 31, 2024		April 2, 2023
Deferred franchise fees at beginning of period	$	100,805	$	99,208
Revenue recognized during the period	(2,804)		(2,814)
New deferrals due to cash received and other	2,263		1,300
Deferred franchise fees at end of period	$	100,264	$	97,694

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)	$	9,345
2025	6,526
2026	6,390
2027	6,290
2028	6,169
Thereafter	65,544
	$	100,264

_______________

(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.

10

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(3) System Optimization Losses (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 March 31, 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 three months ended March 31, 2024, the Company facilitated 11 Franchise Flips. During the three months ended April 2, 2023, the Company did not facilitate any Franchise Flips. No Company-operated restaurants were sold to or purchased from franchisees during the three months ended March 31, 2024 or April 2, 2023.

Gains and losses recognized on dispositions are recorded to “System optimization losses (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.”

As part of our system optimization initiative, the Company recorded a (loss) gain on sales of surplus and other properties of $(127) and $5 during the three months ended March 31, 2024 and April 2, 2023, respectively. The Company received net cash proceeds from the sales of $26 and $287 during the three months ended March 31, 2024 and April 2, 2023, respectively.

Assets Held for Sale

As of March 31, 2024 and December 31, 2023, the Company had assets held for sale of $2,678 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
	March 31, 2024		April 2, 2023
Organizational redesign	$	5,622	$	6,737
Other reorganization and realignment plans	51		71
Reorganization and realignment costs	$	5,673	$	6,808

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 $17,000 to $19,000 related to the Organizational Redesign Plan, including costs related to the succession of the President and Chief Executive Officer role. During the three months ended March 31, 2024 and April 2, 2023, the Company recognized costs totaling $5,622 and $6,737, respectively, which primarily included severance and related employee costs. The Company expects to incur additional costs aggregating approximately $2,500 to $4,500, comprised of (1) severance and related employee costs of approximately $2,000, (2) recruitment and relocation costs of approximately $200 and (3) share-based compensation of approximately $1,500. The Company expects costs related to the Organizational Redesign Plan to continue into 2026.

11

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

The following is a summary of the costs recorded as a result of the Organizational Redesign Plan:

	Three Months Ended
	March 31, 2024		April 2, 2023		Total Incurred Since Inception
Severance and related employee costs	$	5,362	$	5,539	$	11,605
Recruitment and relocation costs	82		78		636
Third-party and other costs	50		345		1,046
	5,494		5,962		13,287
Share-based compensation (a)	128		775		1,399
Total organizational redesign	$	5,622	$	6,737	$	14,686

_______________

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

As of March 31, 2024, the accruals for the Organizational Redesign Plan are included in “Accrued expenses and other current liabilities” and “Other liabilities” and totaled $3,816 and $2,261, respectively. The tables below present a rollforward of our accruals for the Organizational Redesign Plan.

	Balance December 31, 2023		Charges		Payments		Balance March 31, 2024
Severance and related employee costs	$	1,692	$	5,362	$	(977)	$	6,077
Recruitment and relocation costs	—		82		(82)		—
Third-party and other costs	—		50		(50)		—
	$	1,692	$	5,494	$	(1,109)	$	6,077

	Balance January 1, 2023		Charges		Payments		Balance April 2, 2023
Severance and related employee costs	$	—	$	5,539	$	(741)	$	4,798
Recruitment and relocation costs	—		78		(78)		—
Third-party and other costs	—		345		(62)		283
	$	—	$	5,962	$	(881)	$	5,081

Other Reorganization and Realignment Plans

Costs incurred under the Company’s other reorganization and realignment plans were not material during the three months ended March 31, 2024 and April 2, 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:

	March 31, 2024		December 31, 2023
Equity method investments	$	31,512	$	32,727
Other investments in equity securities	1,718		1,718
	$	33,230	$	34,445

12

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Equity Method Investments

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:

	Three Months Ended
	March 31, 2024		April 2, 2023
Balance at beginning of period	$	32,727	$	33,921
Equity in earnings for the period	3,151		2,783
Amortization of purchase price adjustments (a)	(629)		(684)
	2,522		2,099
Distributions received	(2,952)		(2,493)
Foreign currency translation adjustment included in “Other comprehensive (loss) income”	(785)		10
Balance at end of period	$	31,512	$	33,537

_______________

(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 three months ended April 2, 2023, the Company recorded an impairment charge of $3,562 for the difference between the estimated fair value and the carrying value of an investment in equity securities.

(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.

13

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Financial Instruments

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments:

	March 31, 2024				December 31, 2023
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Measurements
Financial assets
Cash equivalents	$	339,779	$	339,779	$	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	98,250		93,449		98,500		92,289		Level 2
Series 2022-1 Class A-2-II Notes	389,134		354,571		390,134		370,577		Level 2
Series 2021-1 Class A-2-I Notes	422,144		367,544		423,269		362,572		Level 2
Series 2021-1 Class A-2-II Notes	631,905		530,592		633,530		530,581		Level 2
Series 2019-1 Class A-2-I Notes	356,673		341,960		357,673		341,606		Level 2
Series 2019-1 Class A-2-II Notes	401,998		376,793		403,123		374,058		Level 2
Series 2018-1 Class A-2-II Notes	439,912		415,457		441,099		412,754		Level 2
7% debentures, due in 2025	48,405		49,813		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.

14

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(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
	March 31, 2024		Level 1		Level 2		Level 3
Held and used	$	1,635	$	—	$	—	$	1,635
Held for sale	—		—		—		—
Total	$	1,635	$	—	$	—	$	1,635

			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
	March 31, 2024		April 2, 2023
Company-operated restaurants	$	1,775	$	350
Surplus properties	231		26
	$	2,006	$	376

(8) Income Taxes

The Company’s effective tax rate for the three months ended March 31, 2024 and April 2, 2023 was 26.9% and 28.0%, respectively. The Company’s effective tax rate varied from the U.S. federal statutory rate of 21% for the three months ended March 31, 2024 primarily due to state income taxes and the tax effects of our foreign operations.

15

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

There were no significant changes to the unrecognized tax benefits or related interest and penalties for the three months ended March 31, 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 $6,830 and $5,284 as of March 31, 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 March 31, 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
	March 31, 2024		April 2, 2023
Net income	$	41,993	$	39,821
Common stock:
Weighted average basic shares outstanding	205,372		212,547
Dilutive effect of stock options and restricted shares	1,599		2,482
Weighted average diluted shares outstanding	206,971		215,029
Basic and diluted net income per share	$	.20	$	.19

Basic net income per share for the three months ended March 31, 2024 and April 2, 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 6,789 and 4,532 for the three months ended March 31, 2024 and April 2, 2023, respectively, from our diluted net income per share calculation as they would have had anti-dilutive effects.

(10) Stockholders’ Equity

Dividends

During both the first quarter of 2024 and the first quarter of 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 Authorization”). During the three months ended March 31, 2024, the Company repurchased 392 shares under the January 2023 Authorization with an aggregate purchase price of $7,187, of which $470 was accrued as of March 31, 2024, and excluding excise tax of $24 and commissions of $5. As of March 31, 2024, the Company had $302,813 of availability remaining under the January 2023 Authorization. Subsequent to March 31, 2024 through April 25, 2024, the Company repurchased 229 shares under the January 2023 Authorization with an aggregate purchase price of $4,316, excluding applicable excise tax and commissions.

During the three months ended April 2, 2023, the Company repurchased 1,794 shares under the January 2023 Authorization with an aggregate purchase price of $38,785, of which $2,083 was accrued as of April 2, 2023, and excluding commissions of $25.

16

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Accumulated Other Comprehensive Loss

The following table provides a rollforward of accumulated other comprehensive loss, which is entirely comprised of foreign currency translation:

	Three Months Ended
	March 31, 2024		April 2, 2023
Balance at beginning of period	$	(58,375)	$	(64,176)
Foreign currency translation	(4,586)		158
Balance at end of period	$	(62,961)	$	(64,018)

(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 March 31, 2024, the nature of restaurants operated by the Company and its franchisees was as follows:

	March 31, 2024
Company-operated restaurants:
Owned land and building	155
Owned building and held long-term land leases	144
Leased land and building	112
Total Company-operated restaurants	411
Franchisee-operated restaurants:
Company-owned properties leased to franchisees	493
Company-leased properties subleased to franchisees	1,176
Other franchisee-operated restaurants	5,168
Total franchisee-operated restaurants	6,837
Total Company-operated and franchisee-operated restaurants	7,248

17

THE WENDY’S COMPANY AND SUBSIDIARIES

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
	March 31, 2024		April 2, 2023
Finance lease cost:
Amortization of finance lease assets	$	4,297	$	4,063
Interest on finance lease liabilities	10,658		10,750
	14,955		14,813
Operating lease cost	21,701		21,449
Variable lease cost (a)	16,488		16,081
Short-term lease cost	1,394		1,506
Total operating lease cost (b)	39,583		39,036
Total lease cost	$	54,538	$	53,849

_______________

(a)Includes expenses for executory costs of $10,221 and $9,848 for the three months ended March 31, 2024 and April 2, 2023, respectively, for which the Company is reimbursed by sublessees.

(b)Includes $31,718 and $30,598 for the three months ended March 31, 2024 and April 2, 2023, respectively, recorded to “Franchise rental expense” for leased properties that are subsequently leased to franchisees. Also includes $7,388 and $7,865 for the three months ended March 31, 2024 and April 2, 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
	March 31, 2024		April 2, 2023
Sales-type and direct-financing leases:
Selling (loss) profit	$	(16)	$	129
Interest income (a)	7,719		7,862
Operating lease income	41,497		42,156
Variable lease income	16,489		15,651
Franchise rental income (b)	$	57,986	$	57,807

_______________

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

(b)Includes sublease income of $42,783 and $42,951 recognized during the three months ended March 31, 2024 and April 2, 2023, respectively. Sublease income includes lessees’ variable payments to the Company for executory costs of $10,089 and $9,778 for the three months ended March 31, 2024 and April 2, 2023, respectively.

18

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(12) Supplemental Cash Flow Information

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

	Three Months Ended
	March 31, 2024		April 2, 2023
Supplemental non-cash investing and financing activities:
Capital expenditures included in accounts payable	$	9,161	$	9,119
Finance leases	3,749		333

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

	March 31, 2024		December 31, 2023
Reconciliation of cash, cash equivalents and restricted cash at end of period:
Cash and cash equivalents	$	498,333	$	516,037
Restricted cash	36,058		35,848
Restricted cash, included in Advertising funds restricted assets	58,695		36,931
Total cash, cash equivalents and restricted cash	$	593,086	$	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 $5,030 and $4,673 under these lease agreements during the three months ended March 31, 2024 and April 2, 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 $60 during both the three months ended March 31, 2024 and the three months ended April 2, 2023, 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.

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 $3,096 during the three months ended March 31, 2024, of which $2,909 is included in “Other operating income, net” and $187 is included as a reduction of “Cost of sales.” There were no patronage dividends recorded during the three months ended April 2, 2023.

19

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

Transactions with Yellow Cab

Certain family members and/or affiliates of Mr. Nelson Peltz, our 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 March 31, 2024 owns and operates 85 Wendy’s restaurants, and/or certain of the operating companies managed by Yellow Cab. During the three months ended March 31, 2024 and April 2, 2023, the Company recognized $3,612 and $3,610, 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 March 31, 2024 and December 31, 2023, $1,191 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 three months ended March 31, 2024 and April 2, 2023, the Company purchased approximately $500 and $419, 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 March 31, 2024 and December 31, 2023, approximately $50 and $584, respectively, was due to AMC for such advertising time, which is included in “Advertising funds restricted liabilities.”

(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.

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 $93,979 as of March 31, 2024. These leases extend through 2045. We have had no judgments against us as guarantor of these leases as of March 31, 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 March 31, 2024.

Letters of Credit

As of March 31, 2024, the Company had outstanding letters of credit with various parties totaling $28,842. 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.

20

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(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
	March 31, 2024		April 2, 2023
Wendy’s U.S.	$	442,847	$	440,988
Wendy’s International	32,815		29,280
Global Real Estate & Development	59,091		58,539
Total revenues	$	534,753	$	528,807

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

	Three Months Ended
	March 31, 2024		April 2, 2023
Wendy’s U.S. (a)	$	125,824	$	125,230
Wendy’s International (b)	10,690		7,446
Global Real Estate & Development	24,061		25,068
Total segment profit	160,575		157,744
Unallocated franchise support and other costs	(26)		—
Advertising funds deficit	207		1,106
Unallocated general and administrative (c)	(33,390)		(32,161)
Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below)	(35,518)		(33,472)
Amortization of cloud computing arrangements	(3,542)		(1,582)
System optimization (losses) gains, net	(127)		5
Reorganization and realignment costs	(5,673)		(6,808)
Impairment of long-lived assets	(2,006)		(376)
Unallocated other operating income, net	656		22
Interest expense, net	(30,535)		(31,705)
Loss on early extinguishment of debt	—		(1,266)
Investment loss, net	—		(3,562)
Other income, net	6,836		7,336
Income before income taxes	$	57,457	$	55,281

_______________

21

THE WENDY’S COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands Except Per Share Amounts)

(a)Wendy’s U.S. includes advertising funds expense of $2,325 for the three months ended March 31, 2024 related to the Company’s funding of incremental advertising.

(b)Wendy’s International includes advertising funds expense of $162 and $548 for the three months ended March 31, 2024 and April 2, 2023, respectively, related to the Company’s funding of incremental advertising in Canada. In addition, Wendy’s International includes other international-related advertising deficit of $150 and $845 for the three months ended March 31, 2024 and April 2, 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.

22

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 March 31, 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 7,248 restaurants in the U.S. and 32 foreign countries and U.S. territories as of March 31, 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

23

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-month periods presented herein contain 13 weeks. All references to years, quarters and months relate to fiscal periods rather than calendar periods.

Executive Overview

Our Business

As of March 31, 2024, the Wendy’s restaurant system was comprised of 7,248 restaurants, with 6,028 Wendy’s restaurants in operation in the U.S. Of the U.S. restaurants, 399 were operated by the Company and 5,629 were operated by a total of 208 franchisees. In addition, at March 31, 2024, there were 1,220 Wendy’s restaurants in operation in 32 foreign countries and U.S. territories. Of the international restaurants, 1,208 were operated by a total of 106 franchisees and 12 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 March 31, 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

24

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.

First Quarter Financial Highlights

•Revenue increased 1.1% to $534.8 million in the first quarter of 2024 compared with $528.8 million in the first quarter of 2023;

•Global same-restaurant sales increased 0.9%, U.S. same-restaurant sales increased 0.6% and international same-restaurant sales increased 3.2% compared with the first quarter of 2023. On a two-year basis, global same-restaurant sales increased 8.9%;

•Global Company-operated restaurant margin was 14.7% in the first quarter of 2024, an increase of 90 basis points compared with the first quarter of 2023; and

•Net income increased 5.5% to $42.0 million in the first quarter of 2024 compared with $39.8 million in the first quarter of 2023.

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 0.9% in the first quarter of 2024 and increased 8.9% on a two-year basis. To drive same-restaurant sales across the breakfast daypart, the Company plans to fund approximately $27.0 million of incremental breakfast advertising in 2024.

25

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. During the second quarter of 2023, the Company revised its definition of digital sales to reflect our full digital portfolio by including in-restaurant mobile scans, in addition to our previously included delivery, mobile order and kiosk digital channels. The Company’s digital business has continued to grow and, under the revised definition, digital sales as a percent of global systemwide sales increased from approximately 13.0% during the first quarter of 2023 to approximately 16.8% during the first quarter 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 February 2023, the Company announced a new restaurant development incentive program in the U.S. and Canada that provides for waivers of royalty, national advertising and technical assistance fees for up to the first three years of operation for qualifying new restaurants. 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 three months ended March 31, 2024, the Company and its franchisees added eight net new restaurants across the Wendy’s 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 $17 million to $19 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 to $17 million will be cash expenditures expected through 2026. Costs related to the Organizational Redesign Plan are recorded to “Reorganization and realignment costs.” During the three months ended March 31, 2024, the Company recognized costs totaling $5.6 million, which primarily included severance and related employee costs. The Company expects to incur additional costs aggregating approximately $2.5 million to $4.5 million, comprised of (1) severance and related employee costs of approximately $2.0 million, (2) recruitment and relocation costs of approximately $0.2 million and (3) share-based compensation of approximately $1.5 million. The Company expects costs related to the Organizational Redesign Plan to continue into 2026.

26

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 first quarter of 2024 and 2023.

	First Quarter
	2024		2023		Change
Revenues:
Sales	$	225.3	$	227.9	$	(2.6)
Franchise royalty revenue and fees	146.6		141.7		4.9
Franchise rental income	58.0		57.8		0.2
Advertising funds revenue	104.9		101.4		3.5
	534.8		528.8		6.0
Costs and expenses:
Cost of sales	192.1		196.5		(4.4)
Franchise support and other costs	14.7		13.3		1.4
Franchise rental expense	31.8		30.6		1.2
Advertising funds expense	107.4		101.7		5.7
General and administrative	63.8		62.3		1.5
Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below)	35.5		33.5		2.0
Amortization of cloud computing arrangements	3.5		1.6		1.9
System optimization losses (gains), net	0.1		—		0.1
Reorganization and realignment costs	5.7		6.8		(1.1)
Impairment of long-lived assets	2.0		0.4		1.6
Other operating income, net	(3.0)		(2.4)		(0.6)
	453.6		444.3		9.3
Operating profit	81.2		84.5		(3.3)
Interest expense, net	(30.5)		(31.7)		1.2
Loss on early extinguishment of debt	—		(1.3)		1.3
Investment loss, net	—		(3.6)		3.6
Other income, net	6.8		7.4		(0.6)
Income before income taxes	57.5		55.3		2.2
Provision for income taxes	(15.5)		(15.5)		—
Net income	$	42.0	$	39.8	$	2.2

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	First Quarter
	2024		% of Total Revenues		2023		% of Total Revenues
Revenues:
Sales	$	225.3	42.1	%	$	227.9	43.1	%
Franchise royalty revenue and fees:
Franchise royalty revenue	125.7		23.5	%	122.2		23.1	%
Franchise fees	20.9		3.9	%	19.5		3.7	%
Total franchise royalty revenue and fees	146.6		27.4	%	141.7		26.8	%
Franchise rental income	58.0		10.8	%	57.8		10.9	%
Advertising funds revenue	104.9		19.7	%	101.4		19.2	%
Total revenues	$	534.8	100.0	%	$	528.8	100.0	%
	First Quarter
	2024		% of  Sales		2023		% of  Sales
Cost of sales:
Food and paper	$	69.1	30.7	%	$	73.8	32.4	%
Restaurant labor	73.6		32.7	%	73.6		32.3	%
Occupancy, advertising and other operating costs	49.4		21.9	%	49.1		21.5	%
Total cost of sales	$	192.1	85.3	%	$	196.5	86.2	%

	First Quarter
	2024		% of Sales		2023		% of Sales
Company-operated restaurant margin:
U.S.	$	33.5	15.3	%	$	32.7	14.7	%
Global	33.2		14.7	%	31.4		13.8	%

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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.

	First Quarter
	2024			2023
Key business measures:
U.S. same-restaurant sales:
Company-operated	(0.8)		%	7.4		%
Franchised	0.7		%	7.2		%
Systemwide	0.6		%	7.2		%
International same-restaurant sales (a)	3.2		%	13.9		%
Global same-restaurant sales:
Company-operated	(0.9)		%	7.4		%
Franchised (a)	1.1		%	8.0		%
Systemwide (a)	0.9		%	8.0		%
Systemwide sales (b):
U.S. Company-operated	$	219.5		$	222.6
U.S. franchised	2,774.5			2,722.2
U.S. systemwide	2,994.0			2,944.8
International Company-operated	5.9			5.3
International franchised (a)	448.1			413.2
International systemwide (a)	454.0			418.5
Global systemwide (a)	$	3,448.0		$	3,363.3

_______________

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

(b)During the first quarter of 2024 and 2023, global systemwide sales increased 2.6% and 10.0%, respectively, U.S. systemwide sales increased 1.7% and 8.6%, respectively, and international systemwide sales increased 8.8% and 21.0%, respectively, on a constant currency basis.

	First Quarter
	U.S. Company-operated	U.S. Franchised	International Company-operated	International Franchised	Systemwide
Restaurant count:
Restaurant count at December 31, 2023	403	5,627	12	1,198	7,240
Opened	1	17	—	17	35
Closed	(5)	(15)	—	(7)	(27)
Restaurant count at March 31, 2024	399	5,629	12	1,208	7,248

Sales	First Quarter
	2024		2023		Change
Sales	$	225.3	$	227.9	$	(2.6)

The decrease in sales during the first quarter of 2024 was primarily due to (1) a 0.9% decrease in global Company-operated same-restaurant sales of $1.8 million and (2) net closures of Company-operated restaurants of $1.6 million. Company-operated same-restaurant sales decreased due to a decrease in customer count, partially offset by higher average check.

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Franchise Royalty Revenue and Fees	First Quarter
	2024		2023		Change
Franchise royalty revenue	$	125.7	$	122.2	$	3.5
Franchise fees	20.9		19.5		1.4
	$	146.6	$	141.7	$	4.9

Franchise royalty revenue during the first quarter of 2024 increased $3.5 million, of which (1) $2.0 million was due to net new restaurant development and (2) $1.2 million was due to a 1.1% increase in global franchise same-restaurant sales. Franchise same-restaurant sales during the first quarter of 2024 increased due to higher average check, partially offset by a decrease in customer count.

The increase in franchise fees during the first quarter of 2024 was primarily due to (1) higher fees for providing information technology services to franchisees of $0.4 million and (2) an increase in other miscellaneous franchise fees of $1.0 million.

Franchise Rental Income	First Quarter
	2024		2023		Change
Franchise rental income	$	58.0	$	57.8	$	0.2

The increase in franchise rental income during the first quarter of 2024 was primarily due to increases in percent rent and executory costs, partially offset by the impact of assigning certain leases to franchisees. See Note 11 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information.

Advertising Funds Revenue	First Quarter
	2024		2023		Change
Advertising funds revenue	$	104.9	$	101.4	$	3.5

The increase in advertising funds revenue during the first quarter of 2024 was primarily due to (1) net new restaurant development of $1.3 million and (2) an increase in franchise same-restaurant sales in the U.S. and Canada of $0.9 million.

Cost of Sales, as a Percent of Sales	First Quarter
	2024		2023		Change
Food and paper	30.7	%	32.4	%	(1.7)	%
Restaurant labor	32.7	%	32.3	%	0.4	%
Occupancy, advertising and other operating costs	21.9	%	21.5	%	0.4	%
	85.3	%	86.2	%	(0.9)	%

The decrease in cost of sales, as a percent of sales, during the first quarter of 2024 was primarily due to (1) higher average check and (2) higher investments to support the entry into the U.K. market and additional inflationary pressures in the U.K. in the prior year. These impacts were partially offset by (1) a decrease in customer count and (2) an increase in restaurant labor costs.

Franchise Support and Other Costs	First Quarter
	2024		2023		Change
Franchise support and other costs	$	14.7	$	13.3	$	1.4

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

30

Franchise Rental Expense	First Quarter
	2024		2023		Change
Franchise rental expense	$	31.8	$	30.6	$	1.2

The increase in franchise rental expense during the first quarter of 2024 was primarily due to (1) the impact of assigning certain leases to franchisees and (2) increases in percent rent and executory costs. See Note 11 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information.

Advertising Funds Expense	First Quarter
	2024		2023		Change
Advertising funds expense	$	107.4	$	101.7	$	5.7

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 $27.0 million for 2024, which represents the Company’s plan to fund incremental breakfast advertising. The increase in advertising funds expense during the first quarter of 2024 was due to (1) the recognition of $2.5 million of the expected Company breakfast advertising spend in excess of advertising funds revenue and (2) an increase in franchise same-restaurant sales in the U.S. and Canada.

General and Administrative	First Quarter
	2024		2023		Change
Share-based compensation	$	5.7	$	3.8	$	1.9
Employee compensation and benefits	34.6		33.8		0.8
Professional fees	13.9		15.0		(1.1)
Other, net	9.6		9.7		(0.1)
	$	63.8	$	62.3	$	1.5

The increase in general and administrative expenses during the first quarter of 2024 was primarily due to (1) an increase in share-based compensation and (2) higher employee compensation and benefits. These increases were partially offset by a decrease in professional fees, primarily as a result of costs associated with the Company’s human capital management (“HCM”) system implementation completed in the third quarter of 2023.

Depreciation and Amortization (exclusive of amortization of cloud computing arrangements shown separately below)	First Quarter
	2024		2023		Change
Restaurants	$	22.5	$	20.9	$	1.6
Technology support, corporate and other	13.1		12.6		0.5
	$	35.5	$	33.5	$	2.0

The increase in depreciation and amortization during the first quarter 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	First Quarter
	2024		2023		Change
Amortization of cloud computing arrangements	$	3.5	$	1.6	$	1.9

The increase in amortization of cloud computing arrangements was primarily due to amortization of assets associated with the Company’s HCM system implementation completed in the third quarter of 2023.

31

System Optimization Losses (Gains), Net	First Quarter
	2024		2023		Change
System optimization losses (gains), net	$	0.1	$	—	$	0.1

System optimization losses (gains), net for the first quarter of 2024 were comprised of losses on the sale of surplus and other properties. See Note 3 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information.

Reorganization and Realignment Costs	First Quarter
	2024		2023		Change
Organizational redesign	$	5.6	$	6.7	$	(1.1)
Other reorganization and realignment plans	0.1		0.1		—
	$	5.7	$	6.8	$	(1.1)

The decrease in reorganization and realignment costs was primarily due to (1) lower share-based compensation and (2) a decrease in third-party and other costs under the Organizational Redesign Plan. See Note 4 to the Condensed Consolidated Financial Statements contained in Item 1 herein for further information.

Costs incurred under the Company’s other reorganization and realignment plans were not material during the three months ended March 31, 2024 and April 2, 2023. The Company does not expect to incur any material additional costs under these plans.

Impairment of Long-Lived Assets	First Quarter
	2024		2023		Change
Impairment of long-lived assets	$	2.0	$	0.4	$	1.6

The increase in impairment of long-lived assets during the first quarter 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	First Quarter
	2024		2023		Change
Equity in earnings in joint venture, net	$	(2.5)	$	(2.1)	$	(0.4)
Other, net	(0.5)		(0.3)		(0.2)
	$	(3.0)	$	(2.4)	$	(0.6)

The increase in other operating income, net during the first quarter of 2024 was primarily due to an increase in the equity in earnings from our TimWen joint venture.

Interest Expense, Net	First Quarter
	2024		2023		Change
Interest expense, net	$	30.5	$	31.7	$	(1.2)

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

32

Loss on Early Extinguishment of Debt	First Quarter
	2024		2023		Change
Loss on early extinguishment of debt	$	—	$	1.3	$	(1.3)

During the first quarter of 2023, the Company incurred a loss on early extinguishment of debt of $1.3 million related to the repurchase of $31.6 million in principal of the Company’s 7% debentures.

Investment Loss, Net	First Quarter
	2024		2023		Change
Investment loss, net	$	—	$	3.6	$	(3.6)

During the first quarter of 2023, the Company recorded a loss of $3.6 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	First Quarter
	2024		2023		Change
Other income, net	$	6.8	$	7.4	$	(0.6)

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

Provision for Income Taxes	First Quarter
	2024			2023			Change
Income before income taxes	$	57.5		$	55.3		$	2.2
Provision for income taxes	(15.5)			(15.5)			—
Effective tax rate on income	26.9		%	28.0		%	(1.1)		%

Our effective tax rates for the first quarter 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 decrease in the effective tax rate for the first quarter of 2024 compared with the first quarter of 2023 was primarily due to a decrease in the tax effects of our foreign operations. This decrease was partially offset by (1) an increase in state income taxes, including discrete changes to state deferred income taxes, and (2) a decrease in the benefit of share-based compensation.

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.

33

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.

	First Quarter
	2024		2023		Change
Sales	$	219.5	$	222.6	$	(3.1)
Franchise royalty revenue	108.9		106.4		2.5
Franchise fees	17.8		17.3		0.5
Advertising fund revenue	96.7		94.7		2.0
Total revenues	$	442.9	$	441.0	$	1.9
Segment profit	$	125.8	$	125.2	$	0.6

The increase in Wendy’s U.S. revenues during the first quarter 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 first quarter 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 increase in Wendy’s U.S. segment profit during the first quarter of 2024 was primarily due to (1) an increase in franchise royalty revenue and fees and (2) lower cost of sales, as a percent of sales for Company-operated restaurants driven by the same factors as described above for “Cost of Sales, as a Percent of Sales” (excluding the impact of the U.K. market). These changes were partially offset by (1) an increase in the Company’s funding of incremental advertising and (2) higher franchise support and other costs.

Wendy’s International

	First Quarter
	2024		2023		Change
Sales	$	5.9	$	5.3	$	0.6
Franchise royalty revenue	16.8		15.8		1.0
Franchise fees	1.9		1.5		0.4
Advertising fund revenue	8.2		6.7		1.5
Total revenues	$	32.8	$	29.3	$	3.5
Segment profit	$	10.7	$	7.4	$	3.3

The increase in Wendy’s International revenues during the first quarter 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 first quarter 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 first quarter of 2024 was primarily due to higher revenues. This increase was partially offset by higher franchise support and other costs.

34

Global Real Estate & Development

	First Quarter
	2024		2023		Change
Franchise fees	$	1.1	$	0.7	$	0.4
Franchise rental income	58.0		57.8		0.2
Total revenues	$	59.1	$	58.5	$	0.6
Segment profit	$	24.1	$	25.1	$	(1.0)

The increase in Global Real Estate & Development revenues during the first quarter of 2024 was primarily due to higher development-related fees.

The decrease in Global Real Estate & Development segment profit during the first quarter of 2024 was primarily due to an increase in franchise rental expense, reflecting the impact of assigning certain leases to franchisees.

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, dividends to stockholders and repurchases of debt.

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

•capital expenditures of approximately $73.0 million to $83.0 million, resulting in total anticipated cash capital expenditures for the year of approximately $90.0 million to $100.0 million;

•cash dividends aggregating approximately $153.9 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 three months of 2024 and 2023:

	First Quarter
	2024		2023		Change
Net cash provided by (used in):
Operating activities	$	100.0	$	53.0	$	47.0
Investing activities	(20.8)		(12.1)		(8.7)
Financing activities	(72.6)		(132.3)		59.7
Effect of exchange rate changes on cash	(2.3)		0.2		(2.5)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	4.3	$	(91.2)	$	95.5

35

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 $100.0 million and $53.0 million in the first three months of 2024 and 2023, respectively. The change was primarily due to (1) the timing of payments for marketing expenses of our national advertising funds and (2) the timing of receipt of vendor incentives.

Investing Activities

Cash used in investing activities was $20.8 million and $12.1 million in the first three months of 2024 and 2023, respectively. The change was primarily due to (1) an increase in capital expenditures of $5.1 million and (2) an increase in expenditures associated with the Company’s franchise development fund of $4.5 million.

Financing Activities

Cash used in financing activities was $72.6 million and $132.3 million in the first three months of 2024 and 2023, respectively. The change was primarily due to (1) a decrease in repayments of long-term debt of $31.8 million, reflecting the impact of repurchases of the Company’s 7% debentures in the first quarter of 2023, and (2) a decrease in repurchases of the Company’s common stock of $29.4 million.

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 three months ended March 31, 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 March 31, 2024.

Dividends

On March 15, 2024, the Company paid a quarterly cash dividend per share of $.25, aggregating $51.4 million. On May 2, 2024, the Company announced a dividend of $.25 per share to be paid on June 17, 2024 to stockholders of record as of June 3, 2024. If the Company pays regular quarterly cash dividends for the remainder of 2024 at the same rate as declared in the second quarter of 2024, the Company’s total cash requirement for dividends for the remainder of 2024 would be approximately $153.9 million based on the number of shares of its common stock outstanding at April 25, 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 three months ended March 31, 2024, the Company repurchased 0.4 million shares under the January 2023 Authorization with an aggregate purchase price of $7.2 million, of which $0.5 million was accrued as of March 31, 2024, and excluding excise tax and commissions. As of March 31, 2024, the Company had $302.8 million of availability remaining under the January 2023 Authorization. Subsequent to March 31, 2024 through April 25, 2024, the Company repurchased 0.2 million shares under the January 2023 Authorization with an aggregate purchase price of $4.3 million, excluding applicable excise tax and commissions.

Cloud Computing Arrangements

In addition to the anticipated cash requirements for capital expenditures noted above in “Cash Flows,” the Company expects to spend approximately $25.0 million during 2024 on cloud computing arrangements (“CCA”), primarily related to data

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platforms, enterprise resource planning projects and investments associated with the Company’s growth initiatives. The Company’s cash expenditures related to CCA amounted to $2.9 million during the three months ended March 31, 2024.

General Inflation, Commodities and Changing Prices

Inflationary pressures on labor directly impacted our consolidated results of operations during the three months ended March 31, 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 March 31, 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 March 31, 2024. Based on such evaluations, the Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 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 first 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 first 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)
January 1, 2024 through February 4, 2024	729	$19.48	—	$310,000,010
February 5, 2024 through March 3, 2024	255,597	$18.21	145,450	$307,361,378
March 4, 2024 through March 31, 2024	255,410	$18.47	246,389	$302,813,243
Total	511,736	$18.34	391,839	$302,813,243

(1)Includes 119,897 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 March 31, 2024 through April 25, 2024, the Company repurchased 0.2 million shares under the January 2023 Authorization with an aggregate purchase price of $4.3 million, excluding applicable excise tax and commissions.

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Item 6. Exhibits.

EXHIBIT NO.	DESCRIPTION
10.1	Form of Long-Term Performance Unit Award Agreement for 2024 under The Wendy’s Company 2020 Omnibus Award Plan * **
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 March 31, 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 March 31, 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: May 2, 2024	By: /s/ Gunther Plosch
	Gunther Plosch
	Chief Financial Officer
	(On behalf of the registrant)
Date: May 2, 2024	By: /s/ Suzanne M. Thuerk
	Suzanne M. Thuerk
	Chief Accounting Officer
	(Principal Accounting Officer)

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EX-10.1

EXHIBIT 10.1

THE WENDY’S COMPANY

LONG-TERM PERFORMANCE UNIT AWARD AGREEMENT

(this “Agreement”)

The Wendy’s Company (the “Company”), pursuant to the provisions of The Wendy’s Company 2020 Omnibus Award Plan (the “Plan”), hereby irrevocably grants to the Participant stated below an Award (the “Award”) of Performance Units (the “Units”), on _____________, 20___ (the “Award Date”), as specified below:

Participant:	______________________
Performance Period:	January 1, 2024 to January 3, 2027
Target Global Systemwide Sales Units:	____________ (the “Global Systemwide Sales Units”)
Target TSR Units:	____________ (the “TSR Units”)

Each Unit represents the right to receive one (1) share of Common Stock provided that the applicable performance goal as described in this Agreement is achieved. Capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings assigned to them under the Plan.

1.Global Systemwide Sales.

(a)Earning of Award. The extent to which the Participant will earn the Global Systemwide Sales Units is based on the Company’s Global Systemwide Sales (as defined below) for the Performance Period compared to the Global Systemwide Sales Target established by the Committee for the Performance Period as shown in the chart below (with the Threshold, Above Threshold, Target, Above Target and Maximum Global Systemwide Sales amounts to be set forth on a separate exhibit which will be provided to the Participant).

Company Global Systemwide Sales	Percentage of Global Systemwide Sales Units Earned
Maximum	200.0%
Above Target	150.0%
Target	100.0%
Above Threshold	75.0%
Threshold	37.5%
Below Threshold	0.0%

Linear interpolation shall be used to determine the percentage of Global Systemwide Sales Units earned in the event the Company’s Global Systemwide Sales falls between the (i) Threshold and Above Threshold, (ii) Above Threshold and Target, (iii) Target and Above Target or (iv) Above

Target and Maximum performance levels shown in the chart above. The Company’s Global Systemwide Sales will be determined as set forth in Section 1(b) below.

(b)Calculation of Global Systemwide Sales. The Company’s “Global Systemwide Sales” is defined as sales for the fiscal year ended January 3, 2027 (“Fiscal 2026”) by both Company-operated restaurants and franchised restaurants across the Wendy’s system, including both the U.S. and International. For International restaurants, local currency sales in Fiscal 2026 are converted to a constant foreign exchange rate. The constant currency approach excludes the impact of foreign currency translation by translating sales results using average exchange rates for the fiscal year ended December 31, 2023. Any market that is deemed to be highly inflationary for external reporting purposes will have its sales contributions excluded from the calculation.

2.Relative TSR Performance.

(a)Earning of Award. The extent to which the Participant will earn the TSR Units is based on the Company TSR Percentile Ranking (as defined below) for the Performance Period based on the following chart:

Company TSR Percentile Ranking	Percentage of TSR Units Earned
≥ 90th	200.0% (Maximum)
75th	150.0% (Above Target)
50th	100.0% (Target)
37.5th	75.0% (Above Threshold)
25th	37.5% (Threshold)
< 25th	0.0% (Below Threshold)

Linear interpolation shall be used to determine the percentage of TSR Units earned in the event the Company TSR Percentile Ranking falls between the (i) 25th and 37.5th percentiles, (ii) 37.5th and 50th percentiles, (iii) 50th and 75th percentiles or (iv) 75th and 90th percentiles listed in the above chart. The Company TSR Percentile Ranking will be determined as set forth in Section 2(c) below.

(b)Calculation of TSR. “TSR” means total stockholder return, which shall be calculated as follows:

“TSR” = Change in Stock Price + Dividends Paid Beginning Stock Price

(i)Beginning Stock Price shall mean the average of the Closing Prices for each of the twenty (20) trading days immediately prior to the first trading day of the Performance Period;

(ii)Ending Stock Price shall mean the average of the Closing Prices for each of the last twenty (20) trading days of the Performance Period;

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(iii)Change in Stock Price shall equal the Ending Stock Price minus the Beginning Stock Price;

(iv)Dividends Paid shall mean the total of all dividends paid on one (1) share of Common Stock during the Performance Period, provided that dividends shall be treated as though they are reinvested;

(v)Closing Price shall mean the last reported sale price on the applicable stock exchange or market of one (1) share of Common Stock for a particular trading day; and

(vi)In all events, TSR shall be adjusted to give effect to any stock dividends, stock splits, reverse stock splits and similar transactions.

(c)Calculation of Company TSR Percentile Ranking. The Company shall determine (i) the Company’s TSR for the Performance Period and (ii) the TSR for the Performance Period of each company that was included in the S&P MidCap 400 Index as of the last day of the Performance Period. The Company TSR Percentile Ranking shall mean the percentage of TSRs of the companies included the S&P MidCap 400 Index as of the last day of the Performance Period that are lower than the Company’s TSR for the Performance Period.

3.Form and Timing of Payments Under Award.

(a)Following the end of the Performance Period, the Committee shall determine whether and the extent to which the Company’s Global Systemwide Sales and the Company TSR Percentile Ranking (the “Performance Goals”) have been achieved for the Performance Period and shall determine the number of shares of Common Stock, if any, issuable to the Participant with respect to the level of achievement of the Performance Goals; provided that with respect to any Award, the Committee shall have certified the achievement of the Performance Goals. The Committee’s determination with respect to the achievement of the Performance Goals shall be based on the Company’s financial statements and other relevant information, subject to any adjustments made by the Committee in accordance with this Section 3.

(b)Notwithstanding satisfaction, achievement or completion of the Performance Goals (or any adjustments thereto as provided below), the number of shares of Common Stock issuable hereunder may be reduced or eliminated by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine. The Committee shall have the right to adjust or modify the calculation of the Performance Goals as permitted under the Plan.

(c)The Units earned pursuant to this Award shall be paid out to the Participant in shares of Common Stock as soon as reasonably practicable following the Committee’s determination, but in no event later than March 15, 2027. For the avoidance of doubt, fractional shares of Common Stock shall be rounded down to the nearest whole number without any payment therefor.

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4.Change in Control.

(a)In the event a Change in Control occurs during the Performance Period, then immediately before such Change in Control, any unvested outstanding Units shall be converted (without proration for the percentage of the Performance Period that has elapsed) into time-based restricted stock units (vesting on the last day of the Performance Period); provided, that the number of Units that shall be converted into time-based restricted stock units shall be based on (i) actual performance through the date of the Change of Control as determined by the Committee or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of Target performance as determined by the Committee. If, to the extent applicable, such time-based restricted stock units are not assumed or replaced by the acquirer/continuing entity in connection with such Change in Control on terms deemed by the Committee to be substantially equivalent, then all such time-based restricted stock units shall vest (and the restrictions thereon shall lapse) on the date of the Change in Control and shall be paid out to the Participant in shares of Common Stock as soon as practicable following the Committee’s determination, but in no event later than seventy-four (74) days following the last day of the calendar year in which the Change in Control occurred. Any such determination(s) by the Committee shall be final and binding on all parties, absent manifest error.

(b)In the event the Participant’s employment or service to the Company and its Subsidiaries is terminated prior to the end of the Performance Period by the Company or its Subsidiaries other than for Cause (and other than due to death or Disability), or by the Participant for Good Reason, in each case following a Change in Control, then the Participant shall become vested in the time-based restricted stock units received pursuant to Section 4(a) above and the restrictions thereon shall immediately lapse as of the date of such termination of employment or service; provided, in each case, that the number of restricted stock units that shall become fully vested and free from such restrictions shall be prorated, with such proration determined by multiplying the number of restricted stock units by a fraction, the numerator of which is the number of full calendar months worked by the Participant since the Award Date (with the month in which the Award Date occurred being the first month) to the date of termination of employment or service, and the denominator of which is the total number of months between the Award Date and the end of the Performance Period. The restricted stock units earned in accordance with the foregoing shall be paid out to the Participant in shares of Common Stock as soon as practicable following the Committee’s determination, but in no event later than seventy-four (74) days following the last day of the calendar year in which the termination of employment occurred.

5.Effect of Termination of Employment or Service.

(a)General. If the Participant ceases employment or service to the Company and its Subsidiaries for any reason prior to the end of the Performance Period (except following a Change in Control as described in Section 4(b) above or as a result of the Participant’s death, Disability, severance or Retirement as described in Sections 5(b), (c) or (d) below), the Units

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shall be immediately canceled and the Participant shall thereupon cease to have any right or entitlement to receive any shares of Common Stock under the Award.

(b)Death or Disability. Notwithstanding Sections 3(c) and 5(a) above, in the event the Participant’s employment or service to the Company and its Subsidiaries is terminated by the Company or its Subsidiaries due to death or Disability, outstanding Units granted to the Participant shall become vested and the restrictions thereon shall immediately lapse as of the date of such termination of employment or service; provided, that the portion of any such Units that shall become fully vested and free from such restrictions shall be based on (i) actual performance through the date of termination as determined by the Committee or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of Target performance as determined by the Committee, in each case prorated, with such proration determined by multiplying the number of Units by a fraction, the numerator of which is the number of full calendar months worked by the Participant since the Award Date (with the month in which the Award Date occurred being the first month) to the date of death or Disability, and the denominator of which is the total number of months between the Award Date and the end of the Performance Period. The Units earned in accordance with the foregoing shall be paid out to the Participant in shares of Common Stock as soon as practicable following the Committee’s determination, but in no event later than seventy-four (74) days following the last day of the calendar year in which the termination of employment or service occurred.

(c)Severance not in Connection with a Change in Control. In addition, notwithstanding Section 5(a) above, in the event the Participant’s employment or service to the Company and its Subsidiaries is terminated by the Company or its Subsidiaries prior to the end of the Performance Period other than for Cause (and other than due to death or Disability as described in Section 5(b) or in connection with a Change in Control as described in Section 4(b) above), if the Participant is subject to an employment letter with the Company or its Subsidiaries, is in a class of employees subject to the Company’s Executive Severance Pay Policy, or is in a class of employees subject to another severance policy adopted by the Company or its Subsidiaries, and such employment letter or policy addresses the treatment of the Units, the Units shall vest and the restrictions thereon shall lapse as set forth under such employment letter or policy. The Units earned in accordance with the foregoing shall be paid out to the Participant in shares of Common Stock as soon as practicable following the Committee’s determination, subject to and in accordance with Section 3 above.

(d)Retirement. In addition, notwithstanding Section 5(a) above, in the event of the Participant’s Retirement (as defined below), outstanding Units granted to the Participant shall become vested and the restrictions thereon shall immediately lapse as of the date of such Retirement, subject to actual performance through the end of the Performance Period as determined by the Committee in accordance with Section 3 above. The Units earned in accordance with the foregoing shall be paid out to the Participant in shares of Common Stock as soon as practicable following the Committee’s determination, subject to and in accordance with Section 3 above. For purposes of this Award, “Retirement” shall mean the Participant’s voluntary termination of the Participant’s employment or service with the Company and its Subsidiaries at a time that Cause does not exist (A) after attaining age sixty (60), (B) after having

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at least ten (10) years of employment or service with the Company or its Subsidiaries, (C) as of a date specified (or such other date as agreed to by the Company) in a written notice of proposed Retirement provided by the Participant to the Company at least six (6) months before the proposed Retirement date and (D) the Participant otherwise complying with the Company’s then-current retirement policy.

6.Dividend Equivalent Rights. Each Unit shall also have a dividend equivalent right
(a “Dividend Equivalent Right”). Each Dividend Equivalent Right represents the right to receive all of the ordinary cash dividends that are or would be payable with respect to the Units. With respect to each Dividend Equivalent Right, any such cash dividends shall be converted into additional Units based on the Fair Market Value of a share of Common Stock on the date such dividend is paid. Such additional Units shall be subject to the same terms and conditions applicable to the Unit to which the Dividend Equivalent Right relates, including, without limitation, the restrictions on transfer, forfeiture, vesting and payment provisions contained in this Agreement. In the event that a Unit is forfeited as provided in Sections 3 and 5 above, then the related Dividend Equivalent Right shall also be forfeited.

7.Withholding Taxes. The Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable in respect of the Units or from any compensation or other amounts owing to the Participant, the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of the Units, and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes. In addition, the Committee may, in its sole discretion, permit the Participant to satisfy, in whole or in part, the foregoing withholding liability (but no more than the withholding liability calculated using the highest marginal tax rate) by (a) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) owned by the Participant having a Fair Market Value equal to such withholding liability or (b) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable upon settlement of the Units a number of shares with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. If no election is made by the Participant, the Company will withhold shares of Common Stock to satisfy the minimum statutory required tax withholding.

8.Securities Laws. The Participant agrees that the obligation of the Company to issue shares of Common Stock upon the achievement of the Performance Goal shall also be subject, as conditions precedent, to compliance with applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, state securities or corporation laws, rules and regulations under any of the foregoing and applicable requirements of any securities exchange upon which the Company’s securities shall be listed.

6

9.Bound by Plan. The Units have been granted subject to the terms and conditions of the Plan, a copy of which has been provided to the Participant and which the Participant acknowledges having received and reviewed. Any conflict between this Agreement and the Plan shall be decided in favor of the provisions of the Plan. Any conflict between this Agreement and the terms of a written employment agreement for the Participant that has been approved, ratified or confirmed by the Board of Directors of the Company (the “Board”) or the Committee shall be decided in favor of the provisions of such employment agreement. This Agreement represents the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings relative to the same subject matter. This Agreement may not be amended, altered, suspended, discontinued, cancelled or terminated in any manner that would materially and adversely affect the rights of the Participant except by a written agreement executed by the Participant and the Company.

10.Clawback. The Participant acknowledges and agrees that the Award of Units is subject to (a) the clawback and forfeiture provisions of Section 14(u) of the Plan, (b) the Company's Policy for Recoupment of Incentive Compensation and (c) any subsequent clawback or forfeiture policy adopted by the Board or the Committee that is communicated to the Participant or that is consistent with applicable law, whether the Award was granted before or after the effective date of any such clawback or forfeiture policy. Consistent with Section 14(u) of the Plan, the Committee may, in its sole discretion, cancel the Award if the Participant, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement or otherwise has engaged in or engages in any Detrimental Activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Committee determines, in its sole discretion, that the Participant has engaged in or engages in any activity referred to in the preceding sentence, the Committee may require the Participant to forfeit any gain realized on the vesting of the Award and to repay the gain to the Company. In addition, if the Participant receives any amount in excess of what the Participant should have received under the terms of the Award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant agrees to repay any such excess amount to the Company.

11.Electronic Delivery. By accepting the Award evidenced by this Agreement, the Participant hereby consents to the electronic delivery of all documents, including prospectuses, annual reports and other information required to be delivered by Securities and Exchange Commission rules. This consent may be revoked in writing by the Participant at any time upon three (3) business days’ notice to the Company, in which case all documents, including subsequent prospectuses, annual reports and other information, will be delivered in hard copy to the Participant.

12.Notices. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to The Wendy’s

7

Company, One Dave Thomas Boulevard, Dublin, Ohio 43017, Attention: Corporate Secretary, or any other address designated by the Company in a written notice to the Participant. Notices to the Participant will be directed to the address of the Participant then currently on file with the Company, or at any other address given by the Participant in a written notice to the Company.

13.No Right to Continued Employment; No Waiver. This grant does not constitute an employment contract. Nothing in this Agreement or the Plan shall (a) confer upon the Participant the right to continue to serve as a director or officer to, or to continue as an employee or service provider of, the Company or its Affiliates during all or any portion of the Performance Period or (b) be deemed to be a modification or waiver of the terms and conditions set forth in any written employment agreement for the Participant that has been approved, ratified or confirmed by the Board or the Committee. The failure of either party to enforce any term of this Agreement shall not constitute a waiver of any rights or deprive the party of the right to insist thereafter upon strict adherence to that or any other term of this Agreement, nor shall a waiver of any breach of this Agreement constitute a waiver of any preceding or succeeding breach.

14.Section 409A of the Code. If any provision of this Agreement could cause the application of an accelerated or additional tax under Section 409A of the Code upon the vesting or settlement of the Units (or any portion thereof), such provision shall be restructured, to the minimum extent possible, in a manner determined by the Company (and reasonably acceptable to the Participant) that does not cause such an accelerated or additional tax. It is intended that this Agreement shall not be subject to Section 409A of the Code by reason of the short-term deferral rule under Treas. Reg. Section 1.409A-1(b)(4), and this Agreement shall be interpreted accordingly.

15.Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof. For purposes of litigating any dispute that arises under this Agreement, unless otherwise provided in a written employment agreement or letter, arbitration agreement or severance agreement and release executed by the parties, the parties hereby submit to and consent to the jurisdiction of the State of Ohio andagree that such litigation shall be conducted in the courts of Franklin County in the State of Ohio, or the federal courts for the Southern District of Ohio, where the grant of Units is made and/or to be performed.

16.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Furthermore, delivery of a copy of a counterpart signature by facsimile or electronic transmission shall constitute a valid and binding execution and delivery of this Agreement, and such copy shall constitute an enforceable original document.

17.Electronic Signature. This Agreement may be executed and exchanged by facsimile or electronic mail transmission, and the facsimile or electronic mail copies of each party’s respective signature will be binding as if the same were an original signature. This Agreement may also be executed through the use of electronic signature, which each party acknowledges is a lawful means of obtaining signatures in the United States. Each party agrees that its electronic

8

signature is the legal equivalent of its manual signature on this Agreement. Each party further agrees that its use of a key pad, mouse or other device to select an item, button, icon or similar act/action, regarding any agreement, acknowledgement, consent terms, disclosures or conditions constitutes its signature, acceptance and agreement as if actually signed by such party in writing. Furthermore, to the extent applicable, all references to signatures in this Agreement may be satisfied by procedures that the Company or a third party designated by the Company has established or may establish for an electronic signature system, and the Participant’s electronic signature shall be the same as, and shall have the same force and effect as, such Participant’s written signature.

18.Data Privacy. The Participant agrees and acknowledges that by entering into this Agreement and accepting this Award, the Participant (a) consents to the collection, use and transfer, in electronic or other form, of any of the Participant’s personal data that is necessary or appropriate to facilitate the implementation, administration and management of this Award and the Plan, (b) understands that the Company may, for purposes of implementing, administering and managing the Plan, hold certain personal information about the Participant, including, without limitation, the Participant’s name, home address, telephone number, date of birth, social security number or other identification number, salary, nationality, job title, and details of all awards or entitlements to awards granted to the Participant under the Plan or otherwise (“Personal Data”), (c) understands that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, including any broker with whom the shares of Common Stock issued upon vesting of the Award may be deposited, and that these recipients may be located in the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the United States, (d) waives, solely for purposes of implementing, administering and managing the Award and the Plan, any data privacy rights that the Participant may have with respect to the Personal Data, and (e) authorizes the Company, its Affiliates and its agents, to store and transmit such Personal Data and related information in electronic form. The Participant understands that the Participant is providing consent under this Section on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke consent, the Participant’s employment status or service with the Company will not be affected; the only consequence of the Participant’s refusing or withdrawing consent is that the Company would not be able to grant the Award or other awards to the Participant or implement, administer or maintain such awards.

19.Validity of Agreement. This Agreement shall be valid, binding and effective upon the Company and the Participant as of the date the Participant accepts and agrees to the Agreement, so long as such acceptance is received by the Company by the deadline and in the manner prescribed by the Company and communicated to the Participant. If the Participant fails to accept and agree to this Agreement on or prior to such date and in the manner prescribed by the Company and communicated to the Participant, this Agreement will not be binding and enforceable, the Participant shall have no rights and interests pursuant to this Agreement, including specifically the Units evidenced by this Agreement shall be forfeited, and neither the Participant nor the Participant’s heirs, executors, administrators and successors shall have any rights with respect thereto.

9

20.Transferability. This Award shall not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. The shares of Common Stock acquired by the Participant upon settlement of the Units may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant, unless in compliance with all applicable securities laws as set forth in Section 8 above. The Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock subject to the Units prior to settlement of any vested Units.

21.Beneficiary. The Participant may designate in writing one or more beneficiaries to receive the stock certificates (or, if applicable, a notice evidencing book entry notation) representing those Units that become vested and non-forfeitable and settled upon the Participant’s death. The Participant has the right to change any such beneficiary designation at will.

22.Impact on Other Benefits. The Units and any underlying shares of Common Stock, and the income from and value of the same (either on the Award Date or at the time any Units become vested and/or settled), shall not be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.

23.Administration. The Committee shall have full authority and discretion (subject only to the express provisions of the Plan) to decide all matters relating to the administration and interpretation of this Agreement. All such Committee determinations shall be final, conclusive, and binding upon the Company, the Participant, and any and all interested parties.

24.Successors. This Agreement shall be binding and inure to the benefit of the successors, assigns and heirs of the respective parties.

25.Force and Effect. The various provisions of this Agreement are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.

26.No Company Advice. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan or the Participant’s acquisition or sale of the shares of Common Stock. The Participant should consult with his or her personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

[Remainder of page intentionally left blank.]

10

IN WITNESS WHEREOF, the Company, by a duly authorized officer thereof, has caused this Long-Term Performance Unit Award Agreement to be executed as of the Award Date stated above.

THE WENDY’S COMPANY

By:

Name:

Title:

11

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

OF THE WENDY’S COMPANY, PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Kirk Tanner, certify that:

1.I have reviewed this quarterly report on Form 10-Q of The Wendy’s Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 2, 2024

/s/ Kirk Tanner                

Kirk Tanner

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

OF THE WENDY’S COMPANY, PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Gunther Plosch, certify that:

1.I have reviewed this quarterly report on Form 10-Q of The Wendy’s Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 2, 2024

/s/ Gunther Plosch          

Gunther Plosch

Chief Financial Officer

EX-32.1

EXHIBIT 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

Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of The Wendy’s Company, a Delaware corporation (the “Company”), does hereby certify, to the best of such officer’s knowledge, that in connection with the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2024 (the “Form 10-Q”):

1.the Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 2, 2024

/s/ Kirk Tanner              

Kirk Tanner

President and Chief Executive Officer

Date: May 2, 2024

/s/ Gunther Plosch               

Gunther Plosch

Chief Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	Apr. 25, 2024
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	1-2207
Entity Registrant Name	THE WENDY’S COMPANY
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	38-0471180
Entity Address, Address Line One	One Dave Thomas Blvd.
Entity Address, City or Town	Dublin
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43017
City Area Code	614
Local Phone Number	764-3100
Title of 12(b) Security	Common Stock, $.10 par value
Trading Symbol	WEN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0000030697
Current Fiscal Year End Date	--12-29
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		205,133,491

XML

Condensed Consolidated Balance Sheets - USD ($) shares in Thousands, $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 498,333	$ 516,037
Restricted cash	36,058	35,848
Accounts and notes receivable, net	125,546	121,683
Inventories	6,110	6,690
Prepaid expenses and other current assets	39,075	39,640
Advertising funds restricted assets	162,406	117,755
Total current assets	867,528	837,653
Properties	890,667	891,080
Finance lease assets	227,547	228,936
Operating lease assets	696,944	705,615
Goodwill	773,077	773,727
Other intangible assets	1,210,124	1,219,129
Investments	33,230	34,445
Net investment in sales-type and direct financing leases	306,908	313,664
Other assets	183,745	178,577
Total assets	5,189,770	5,182,826
Current liabilities:
Current portion of long-term debt	29,250	29,250
Current portion of finance lease liabilities	20,730	20,250
Current portion of operating lease liabilities	49,848	49,353
Accounts payable	26,175	27,370
Accrued expenses and other current liabilities	144,211	135,149
Advertising funds restricted liabilities	155,235	120,558
Total current liabilities	425,449	381,930
Long-term debt	2,727,371	2,732,814
Long-term finance lease liabilities	563,955	568,767
Long-term operating lease liabilities	729,086	739,340
Deferred income taxes	270,875	270,353
Deferred franchise fees	89,331	90,132
Other liabilities	90,049	89,711
Total liabilities	4,896,116	4,873,047
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.10 par value; 1,500,000 shares authorized; 470,424 shares issued; 205,325 and 205,397 shares outstanding, respectively	47,042	47,042
Additional paid-in capital	2,962,241	2,960,035
Retained earnings	400,465	409,863
Common stock held in treasury, at cost; 265,099 and 265,027 shares, respectively	(3,053,133)	(3,048,786)
Accumulated other comprehensive loss	(62,961)	(58,375)
Total stockholders’ equity	293,654	309,779
Total liabilities and stockholders’ equity	$ 5,189,770	$ 5,182,826
Common Stock, Par Value	$ 0.10	$ 0.10
Common Stock, Shares Authorized	1,500,000	1,500,000
Common Stock, Shares Issued	470,424	470,424
Common Stock, Shares Outstanding	205,325	205,397
Treasury Stock, Shares	265,099	265,027

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Revenues:
Revenues	$ 534,753	$ 528,807
Costs and expenses:
Cost of sales	192,113	196,536
Franchise support and other costs	14,742	13,260
Franchise Rental Expense	31,778	30,629
Advertising funds expense	107,374	101,661
General and administrative	63,757	62,276
Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below)	35,518	33,472
Amortization of cloud computing arrangements	3,542	1,582
System optimization losses (gains), net	127	(5)
Reorganization and realignment costs	5,673	6,808
Impairment of long-lived assets	2,006	376
Other operating income, net	(3,033)	(2,266)
Costs and expenses	453,597	444,329
Operating profit	81,156	84,478
Interest expense, net	(30,535)	(31,705)
Loss on early extinguishment of debt	0	(1,266)
Investment loss, net	0	(3,562)
Other income, net	6,836	7,336
Income before income taxes	57,457	55,281
Provision for income taxes	(15,464)	(15,460)
Net income	$ 41,993	$ 39,821
Net income per share:
Basic	$ 0.20	$ 0.19
Diluted	$ 0.20	$ 0.19
Sales
Revenues:
Revenue from Contract with Customer, Excluding Assessed Tax	$ 225,323	$ 227,949
Franchise royalty revenue and fees
Revenues:
Revenue from Contract with Customer, Excluding Assessed Tax	146,500	141,677
Franchise rental income
Revenues:
Revenue from Contract with Customer, Excluding Assessed Tax	57,986	57,807
Advertising funds revenue
Revenues:
Revenue from Contract with Customer, Excluding Assessed Tax	$ 104,944	$ 101,374

XML

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Net income	$ 41,993	$ 39,821
Other comprehensive (loss) income:
Foreign currency translation adjustment	(4,586)	158
Other comprehensive (loss) income	(4,586)	158
Comprehensive income	$ 37,407	$ 39,979

XML

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Common Stock Held in Treasury	Accumulated Other Comprehensive Loss
Stockholders' Equity, beginning of period at Jan. 01, 2023	$ 465,720	$ 47,042	$ 2,937,885	$ 414,749	$ (2,869,780)	$ (64,176)
Increase (Decrease) in Stockholders' Equity
Net income	39,821	0	0	39,821	0	0
Other comprehensive income (loss)	158	0	0	0	0	158
Cash dividends	(53,103)	0	0	(53,103)	0	0
Repurchases of common stock	(38,810)	0	0	0	(38,810)	0
Share-based compensation	4,609	0	4,609	0	0	0
Common stock issued upon exercises of stock options	2,616	0	808	0	1,808	0
Common stock issued upon vesting of restricted shares	(1,544)	0	(2,222)	0	678	0
Other	90	0	58	(22)	54	0
Stockholders' Equity, end of period at Apr. 02, 2023	419,557	47,042	2,941,138	401,445	(2,906,050)	(64,018)
Stockholders' Equity, beginning of period at Dec. 31, 2023	309,779	47,042	2,960,035	409,863	(3,048,786)	(58,375)
Increase (Decrease) in Stockholders' Equity
Net income	41,993	0	0	41,993	0	0
Other comprehensive income (loss)	(4,586)	0	0	0	0	(4,586)
Cash dividends	(51,374)	0	0	(51,374)	0	0
Repurchases of common stock	(7,216)	0	0	0	(7,216)	0
Share-based compensation	5,853	0	5,853	0	0	0
Common stock issued upon exercises of stock options	1,215	0	179	0	1,036	0
Common stock issued upon vesting of restricted shares	(2,077)	0	(3,855)	0	1,778	0
Other	67	0	29	(17)	55	0
Stockholders' Equity, end of period at Mar. 31, 2024	$ 293,654	$ 47,042	$ 2,962,241	$ 400,465	$ (3,053,133)	$ (62,961)

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Cash flows from operating activities:
Net income	$ 41,993	$ 39,821
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)	35,518	33,472
Amortization of cloud computing arrangements	3,542	1,582
Share-based compensation	5,853	4,609
Impairment of long-lived assets	2,006	376
Deferred income tax	603	2,302
Non-cash rental expense, net	10,974	9,012
Change in operating lease liabilities	(12,112)	(11,718)
Net receipt (recognition) of deferred vendor incentives	8,584	(1,197)
System optimization losses (gains), net	127	(5)
Distributions received from joint ventures, net of equity in earnings	430	394
Long-term debt-related activities, net	1,870	3,419
Cloud computing arrangements expenditures	(2,865)	(6,643)
Changes in operating assets and liabilities and other, net	3,464	(22,449)
Net cash provided by operating activities	99,987	52,975
Cash flows from investing activities:
Capital expenditures	(17,354)	(12,240)
Franchise development fund	(4,741)	(218)
Dispositions	26	287
Notes receivable, net	1,256	110
Net cash used in investing activities	(20,813)	(12,061)
Cash flows from financing activities:
Repayments of long-term debt	(7,313)	(39,122)
Repayments of finance lease liabilities	(5,465)	(4,398)
Repurchases of common stock	(7,295)	(36,727)
Dividends	(51,374)	(53,103)
Proceeds from stock option exercises	932	2,881
Payments related to tax withholding for share-based compensation	(2,115)	(1,809)
Net cash used in financing activities	(72,630)	(132,278)
Net cash provided by (used in) operations before effect of exchange rate changes on cash	6,544	(91,364)
Effect of exchange rate changes on cash	(2,274)	129
Net increase (decrease) in cash, cash equivalents and restricted cash	4,270	(91,235)
Cash, cash equivalents and restricted cash at beginning of period	588,816	831,801
Cash, cash equivalents and restricted cash at end of period	$ 593,086	$ 740,566

XML

Basis of Presentation

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

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 March 31, 2024, the results of our operations for the three months ended March 31, 2024 and April 2, 2023 and cash flows for the three months ended March 31, 2024 and April 2, 2023. The results of operations for the three months ended March 31, 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-month periods presented herein contain 13 weeks. 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.

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Revenue

3 Months Ended

Mar. 31, 2024

Revenue [Abstract]

Revenue

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 March 31, 2024
Sales at Company-operated restaurants	$	219,468	$	5,855	$	—	$	225,323
Franchise royalty revenue	108,853		16,827		—		125,680
Franchise fees	17,826		1,889		1,105		20,820
Franchise rental income	—		—		57,986		57,986
Advertising funds revenue	96,700		8,244		—		104,944
Total revenues	$	442,847	$	32,815	$	59,091	$	534,753
Three Months Ended April 2, 2023
Sales at Company-operated restaurants	$	222,632	$	5,317	$	—	$	227,949
Franchise royalty revenue	106,339		15,811		—		122,150
Franchise fees	17,272		1,523		732		19,527
Franchise rental income	—		—		57,807		57,807
Advertising funds revenue	94,745		6,629		—		101,374
Total revenues	$	440,988	$	29,280	$	58,539	$	528,807

Contract Balances

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

	March 31, 2024 (a)		December 31, 2023 (a)
Receivables, which are included in “Accounts and notes receivable, net” (b)	$	62,000	$	55,293
Receivables, which are included in “Advertising funds restricted assets”	74,614		76,838
Deferred franchise fees (c)	100,264		100,805

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(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 $10,933 and $89,331, respectively, as of March 31, 2024, and $10,673 and $90,132, respectively, as of December 31, 2023.

Significant changes in deferred franchise fees are as follows:

	Three Months Ended
	March 31, 2024		April 2, 2023
Deferred franchise fees at beginning of period	$	100,805	$	99,208
Revenue recognized during the period	(2,804)		(2,814)
New deferrals due to cash received and other	2,263		1,300
Deferred franchise fees at end of period	$	100,264	$	97,694

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)	$	9,345
2025	6,526
2026	6,390
2027	6,290
2028	6,169
Thereafter	65,544
	$	100,264

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(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.

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System Optimization Gains, Net

3 Months Ended

Mar. 31, 2024

System Optimization

System optimization gains, net

System Optimization Gains, Net

System Optimization Losses (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 March 31, 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 three months ended March 31, 2024, the Company facilitated 11 Franchise Flips. During the three months ended April 2, 2023, the Company did not facilitate any Franchise Flips. No Company-operated restaurants were sold to or purchased from franchisees during the three months ended March 31, 2024 or April 2, 2023.

Gains and losses recognized on dispositions are recorded to “System optimization losses (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.”

As part of our system optimization initiative, the Company recorded a (loss) gain on sales of surplus and other properties of $(127) and $5 during the three months ended March 31, 2024 and April 2, 2023, respectively. The Company received net cash proceeds from the sales of $26 and $287 during the three months ended March 31, 2024 and April 2, 2023, respectively.

Assets Held for Sale

As of March 31, 2024 and December 31, 2023, the Company had assets held for sale of $2,678 and $2,689, respectively, primarily consisting of surplus properties. Assets held for sale are included in “Prepaid expenses and other current assets.”

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Reorganization and Realignment Costs

3 Months Ended

Mar. 31, 2024

Restructuring and Related Activities [Abstract]

Reorganization and Realignment Costs

Reorganization and Realignment Costs

The following is a summary of the initiatives included in “Reorganization and realignment costs:”

	Three Months Ended
	March 31, 2024		April 2, 2023
Organizational redesign	$	5,622	$	6,737
Other reorganization and realignment plans	51		71
Reorganization and realignment costs	$	5,673	$	6,808

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 $17,000 to $19,000 related to the Organizational Redesign Plan, including costs related to the succession of the President and Chief Executive Officer role. During the three months ended March 31, 2024 and April 2, 2023, the Company recognized costs totaling $5,622 and $6,737, respectively, which primarily included severance and related employee costs. The Company expects to incur additional costs aggregating approximately $2,500 to $4,500, comprised of (1) severance and related employee costs of approximately $2,000, (2) recruitment and relocation costs of approximately $200 and (3) share-based compensation of approximately $1,500. 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
	March 31, 2024		April 2, 2023		Total Incurred Since Inception
Severance and related employee costs	$	5,362	$	5,539	$	11,605
Recruitment and relocation costs	82		78		636
Third-party and other costs	50		345		1,046
	5,494		5,962		13,287
Share-based compensation (a)	128		775		1,399
Total organizational redesign	$	5,622	$	6,737	$	14,686

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

As of March 31, 2024, the accruals for the Organizational Redesign Plan are included in “Accrued expenses and other current liabilities” and “Other liabilities” and totaled $3,816 and $2,261, respectively. The tables below present a rollforward of our accruals for the Organizational Redesign Plan.

	Balance December 31, 2023		Charges		Payments		Balance March 31, 2024
Severance and related employee costs	$	1,692	$	5,362	$	(977)	$	6,077
Recruitment and relocation costs	—		82		(82)		—
Third-party and other costs	—		50		(50)		—
	$	1,692	$	5,494	$	(1,109)	$	6,077

	Balance January 1, 2023		Charges		Payments		Balance April 2, 2023
Severance and related employee costs	$	—	$	5,539	$	(741)	$	4,798
Recruitment and relocation costs	—		78		(78)		—
Third-party and other costs	—		345		(62)		283
	$	—	$	5,962	$	(881)	$	5,081

Other Reorganization and Realignment Plans

Costs incurred under the Company’s other reorganization and realignment plans were not material during the three months ended March 31, 2024 and April 2, 2023. The Company does not expect to incur any material additional costs under these plans.

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Investments

3 Months Ended

Mar. 31, 2024

Investments [Abstract]

Investments

Investments

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

	March 31, 2024		December 31, 2023
Equity method investments	$	31,512	$	32,727
Other investments in equity securities	1,718		1,718
	$	33,230	$	34,445

Equity Method Investments

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:

	Three Months Ended
	March 31, 2024		April 2, 2023
Balance at beginning of period	$	32,727	$	33,921
Equity in earnings for the period	3,151		2,783
Amortization of purchase price adjustments (a)	(629)		(684)
	2,522		2,099
Distributions received	(2,952)		(2,493)
Foreign currency translation adjustment included in “Other comprehensive (loss) income”	(785)		10
Balance at end of period	$	31,512	$	33,537

_______________

(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 three months ended April 2, 2023, the Company recorded an impairment charge of $3,562 for the difference between the estimated fair value and the carrying value of an investment in equity securities.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

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:

	March 31, 2024				December 31, 2023
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Measurements
Financial assets
Cash equivalents	$	339,779	$	339,779	$	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	98,250		93,449		98,500		92,289		Level 2
Series 2022-1 Class A-2-II Notes	389,134		354,571		390,134		370,577		Level 2
Series 2021-1 Class A-2-I Notes	422,144		367,544		423,269		362,572		Level 2
Series 2021-1 Class A-2-II Notes	631,905		530,592		633,530		530,581		Level 2
Series 2019-1 Class A-2-I Notes	356,673		341,960		357,673		341,606		Level 2
Series 2019-1 Class A-2-II Notes	401,998		376,793		403,123		374,058		Level 2
Series 2018-1 Class A-2-II Notes	439,912		415,457		441,099		412,754		Level 2
7% debentures, due in 2025	48,405		49,813		48,237		49,431		Level 2

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(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.

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
	March 31, 2024		Level 1		Level 2		Level 3
Held and used	$	1,635	$	—	$	—	$	1,635
Held for sale	—		—		—		—
Total	$	1,635	$	—	$	—	$	1,635

			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

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Impairment of Long-Lived Assets

3 Months Ended

Mar. 31, 2024

Asset Impairment Charges [Abstract]

Impairment of Long-Lived Assets

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
	March 31, 2024		April 2, 2023
Company-operated restaurants	$	1,775	$	350
Surplus properties	231		26
	$	2,006	$	376

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Income Taxes

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company’s effective tax rate for the three months ended March 31, 2024 and April 2, 2023 was 26.9% and 28.0%, respectively. The Company’s effective tax rate varied from the U.S. federal statutory rate of 21% for the three months ended March 31, 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 months ended March 31, 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 $6,830 and $5,284 as of March 31, 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 March 31, 2024 or December 31, 2023.

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Net Income Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net Income Per Share

Net Income Per Share

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

	Three Months Ended
	March 31, 2024		April 2, 2023
Net income	$	41,993	$	39,821
Common stock:
Weighted average basic shares outstanding	205,372		212,547
Dilutive effect of stock options and restricted shares	1,599		2,482
Weighted average diluted shares outstanding	206,971		215,029
Basic and diluted net income per share	$	.20	$	.19

Basic net income per share for the three months ended March 31, 2024 and April 2, 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 6,789 and 4,532 for the three months ended March 31, 2024 and April 2, 2023, respectively, from our diluted net income per share calculation as they would have had anti-dilutive effects.

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Stockholders' Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Dividends

During both the first quarter of 2024 and the first quarter of 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 Authorization”). During the three months ended March 31, 2024, the Company repurchased 392 shares under the January 2023 Authorization with an aggregate purchase price of $7,187, of which $470 was accrued as of March 31, 2024, and excluding excise tax of $24 and commissions of $5. As of March 31, 2024, the Company had $302,813 of availability remaining under the January 2023 Authorization. Subsequent to March 31, 2024 through April 25, 2024, the Company repurchased 229 shares under the January 2023 Authorization with an aggregate purchase price of $4,316, excluding applicable excise tax and commissions.

During the three months ended April 2, 2023, the Company repurchased 1,794 shares under the January 2023 Authorization with an aggregate purchase price of $38,785, of which $2,083 was accrued as of April 2, 2023, and excluding commissions of $25.

Accumulated Other Comprehensive Loss

The following table provides a rollforward of accumulated other comprehensive loss, which is entirely comprised of foreign currency translation:

	Three Months Ended
	March 31, 2024		April 2, 2023
Balance at beginning of period	$	(58,375)	$	(64,176)
Foreign currency translation	(4,586)		158
Balance at end of period	$	(62,961)	$	(64,018)

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Leases

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Leases, Company as Lessee

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 March 31, 2024, the nature of restaurants operated by the Company and its franchisees was as follows:

	March 31, 2024
Company-operated restaurants:
Owned land and building	155
Owned building and held long-term land leases	144
Leased land and building	112
Total Company-operated restaurants	411
Franchisee-operated restaurants:
Company-owned properties leased to franchisees	493
Company-leased properties subleased to franchisees	1,176
Other franchisee-operated restaurants	5,168
Total franchisee-operated restaurants	6,837
Total Company-operated and franchisee-operated restaurants	7,248

Company as Lessee

The components of lease cost are as follows:

	Three Months Ended
	March 31, 2024		April 2, 2023
Finance lease cost:
Amortization of finance lease assets	$	4,297	$	4,063
Interest on finance lease liabilities	10,658		10,750
	14,955		14,813
Operating lease cost	21,701		21,449
Variable lease cost (a)	16,488		16,081
Short-term lease cost	1,394		1,506
Total operating lease cost (b)	39,583		39,036
Total lease cost	$	54,538	$	53,849

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(a)Includes expenses for executory costs of $10,221 and $9,848 for the three months ended March 31, 2024 and April 2, 2023, respectively, for which the Company is reimbursed by sublessees.

(b)Includes $31,718 and $30,598 for the three months ended March 31, 2024 and April 2, 2023, respectively, recorded to “Franchise rental expense” for leased properties that are subsequently leased to franchisees. Also includes $7,388 and $7,865 for the three months ended March 31, 2024 and April 2, 2023, respectively, recorded to “Cost of sales” for leases for Company-operated restaurants.

Leases, Company as Lessor

Company as Lessor

The components of lease income are as follows:

	Three Months Ended
	March 31, 2024		April 2, 2023
Sales-type and direct-financing leases:
Selling (loss) profit	$	(16)	$	129
Interest income (a)	7,719		7,862
Operating lease income	41,497		42,156
Variable lease income	16,489		15,651
Franchise rental income (b)	$	57,986	$	57,807

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

(b)Includes sublease income of $42,783 and $42,951 recognized during the three months ended March 31, 2024 and April 2, 2023, respectively. Sublease income includes lessees’ variable payments to the Company for executory costs of $10,089 and $9,778 for the three months ended March 31, 2024 and April 2, 2023, respectively.

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Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2024

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Supplemental Cash Flow Information

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

	Three Months Ended
	March 31, 2024		April 2, 2023
Supplemental non-cash investing and financing activities:
Capital expenditures included in accounts payable	$	9,161	$	9,119
Finance leases	3,749		333

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

	March 31, 2024		December 31, 2023
Reconciliation of cash, cash equivalents and restricted cash at end of period:
Cash and cash equivalents	$	498,333	$	516,037
Restricted cash	36,058		35,848
Restricted cash, included in Advertising funds restricted assets	58,695		36,931
Total cash, cash equivalents and restricted cash	$	593,086	$	588,816

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Transactions with Related Parties

3 Months Ended

Mar. 31, 2024

Related Party Transactions [Abstract]

Transactions with Related Parties

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 $5,030 and $4,673 under these lease agreements during the three months ended March 31, 2024 and April 2, 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 $60 during both the three months ended March 31, 2024 and the three months ended April 2, 2023, 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.

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 $3,096 during the three months ended March 31, 2024, of which $2,909 is included in “Other operating income, net” and $187 is included as a reduction of “Cost of sales.” There were no patronage dividends recorded during the three months ended April 2, 2023.

Transactions with Yellow Cab

Certain family members and/or affiliates of Mr. Nelson Peltz, our 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 March 31, 2024 owns and operates 85 Wendy’s restaurants, and/or certain of the operating companies managed by Yellow Cab. During the three months ended March 31, 2024 and April 2, 2023, the Company recognized $3,612 and $3,610, 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 March 31, 2024 and December 31, 2023, $1,191 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 three months ended March 31, 2024 and April 2, 2023, the Company purchased approximately $500 and $419, 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 March 31, 2024 and December 31, 2023, approximately $50 and $584, respectively, was due to AMC for such advertising time, which is included in “Advertising funds restricted liabilities.”

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Guarantees and Other Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Guarantees and Other Commitments and Contingencies

Guarantees and Other Commitments and Contingencies

Except as described below, the Company did not have any significant changes in guarantees and other commitments and contingencies during the current fiscal period since those reported in the Form 10-K. Refer to the Form 10-K for further information regarding the Company’s additional commitments and obligations.

Lease Guarantees

Wendy’s has guaranteed the performance of certain leases and other obligations, primarily from former Company-operated restaurant locations now operated by franchisees, amounting to $93,979 as of March 31, 2024. These leases extend through 2045. We have had no judgments against us as guarantor of these leases as of March 31, 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 March 31, 2024.

Letters of Credit

As of March 31, 2024, the Company had outstanding letters of credit with various parties totaling $28,842. 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.

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Legal and Environmental Matters

3 Months Ended

Mar. 31, 2024

Loss Contingency [Abstract]

Legal and Environmental Matters

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.

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Segment Information (Notes)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Segment Information

Segment Information

Revenues by segment are as follows:

	Three Months Ended
	March 31, 2024		April 2, 2023
Wendy’s U.S.	$	442,847	$	440,988
Wendy’s International	32,815		29,280
Global Real Estate & Development	59,091		58,539
Total revenues	$	534,753	$	528,807

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

	Three Months Ended
	March 31, 2024		April 2, 2023
Wendy’s U.S. (a)	$	125,824	$	125,230
Wendy’s International (b)	10,690		7,446
Global Real Estate & Development	24,061		25,068
Total segment profit	160,575		157,744
Unallocated franchise support and other costs	(26)		—
Advertising funds deficit	207		1,106
Unallocated general and administrative (c)	(33,390)		(32,161)
Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below)	(35,518)		(33,472)
Amortization of cloud computing arrangements	(3,542)		(1,582)
System optimization (losses) gains, net	(127)		5
Reorganization and realignment costs	(5,673)		(6,808)
Impairment of long-lived assets	(2,006)		(376)
Unallocated other operating income, net	656		22
Interest expense, net	(30,535)		(31,705)
Loss on early extinguishment of debt	—		(1,266)
Investment loss, net	—		(3,562)
Other income, net	6,836		7,336
Income before income taxes	$	57,457	$	55,281

_______________

(a)Wendy’s U.S. includes advertising funds expense of $2,325 for the three months ended March 31, 2024 related to the Company’s funding of incremental advertising.

(b)Wendy’s International includes advertising funds expense of $162 and $548 for the three months ended March 31, 2024 and April 2, 2023, respectively, related to the Company’s funding of incremental advertising in Canada. In addition, Wendy’s International includes other international-related advertising deficit of $150 and $845 for the three months ended March 31, 2024 and April 2, 2023, respectively.

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

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New Accounting Standards

3 Months Ended

Mar. 31, 2024

Accounting Standards Update and Change in Accounting Principle [Abstract]

New Accounting Standards

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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Revenue (Tables)

3 Months Ended

Mar. 31, 2024

Revenue [Abstract]

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 March 31, 2024
Sales at Company-operated restaurants	$	219,468	$	5,855	$	—	$	225,323
Franchise royalty revenue	108,853		16,827		—		125,680
Franchise fees	17,826		1,889		1,105		20,820
Franchise rental income	—		—		57,986		57,986
Advertising funds revenue	96,700		8,244		—		104,944
Total revenues	$	442,847	$	32,815	$	59,091	$	534,753
Three Months Ended April 2, 2023
Sales at Company-operated restaurants	$	222,632	$	5,317	$	—	$	227,949
Franchise royalty revenue	106,339		15,811		—		122,150
Franchise fees	17,272		1,523		732		19,527
Franchise rental income	—		—		57,807		57,807
Advertising funds revenue	94,745		6,629		—		101,374
Total revenues	$	440,988	$	29,280	$	58,539	$	528,807

Contract Balances, assets and liabilities

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

	March 31, 2024 (a)		December 31, 2023 (a)
Receivables, which are included in “Accounts and notes receivable, net” (b)	$	62,000	$	55,293
Receivables, which are included in “Advertising funds restricted assets”	74,614		76,838
Deferred franchise fees (c)	100,264		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 $10,933 and $89,331, respectively, as of March 31, 2024, and $10,673 and $90,132, respectively, as of December 31, 2023.

Contract Balances, deferred franchise fee rollforward

Significant changes in deferred franchise fees are as follows:

	Three Months Ended
	March 31, 2024		April 2, 2023
Deferred franchise fees at beginning of period	$	100,805	$	99,208
Revenue recognized during the period	(2,804)		(2,814)
New deferrals due to cash received and other	2,263		1,300
Deferred franchise fees at end of period	$	100,264	$	97,694

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)	$	9,345
2025	6,526
2026	6,390
2027	6,290
2028	6,169
Thereafter	65,544
	$	100,264

_______________

(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.

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Reorganization and Realignment Costs (Tables)

3 Months Ended

Mar. 31, 2024

Restructuring Cost and Reserve

Restructuring and Related Costs

The following is a summary of the initiatives included in “Reorganization and realignment costs:”

	Three Months Ended
	March 31, 2024		April 2, 2023
Organizational redesign	$	5,622	$	6,737
Other reorganization and realignment plans	51		71
Reorganization and realignment costs	$	5,673	$	6,808

Organizational Redesign

Restructuring Cost and Reserve

Restructuring and Related Costs

The following is a summary of the costs recorded as a result of the Organizational Redesign Plan:

	Three Months Ended
	March 31, 2024		April 2, 2023		Total Incurred Since Inception
Severance and related employee costs	$	5,362	$	5,539	$	11,605
Recruitment and relocation costs	82		78		636
Third-party and other costs	50		345		1,046
	5,494		5,962		13,287
Share-based compensation (a)	128		775		1,399
Total organizational redesign	$	5,622	$	6,737	$	14,686

_______________

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

Schedule of Restructuring Reserve by Type of Cost

As of March 31, 2024, the accruals for the Organizational Redesign Plan are included in “Accrued expenses and other current liabilities” and “Other liabilities” and totaled $3,816 and $2,261, respectively. The tables below present a rollforward of our accruals for the Organizational Redesign Plan.

	Balance December 31, 2023		Charges		Payments		Balance March 31, 2024
Severance and related employee costs	$	1,692	$	5,362	$	(977)	$	6,077
Recruitment and relocation costs	—		82		(82)		—
Third-party and other costs	—		50		(50)		—
	$	1,692	$	5,494	$	(1,109)	$	6,077

	Balance January 1, 2023		Charges		Payments		Balance April 2, 2023
Severance and related employee costs	$	—	$	5,539	$	(741)	$	4,798
Recruitment and relocation costs	—		78		(78)		—
Third-party and other costs	—		345		(62)		283
	$	—	$	5,962	$	(881)	$	5,081

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Investments (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Equity Method Investments

Schedule of Equity Method Investments and Other Investments in Equity Securities

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

	March 31, 2024		December 31, 2023
Equity method investments	$	31,512	$	32,727
Other investments in equity securities	1,718		1,718
	$	33,230	$	34,445

Schedule of Equity Method Investments

Presented below is activity related to our investment in TimWen included in our condensed consolidated financial statements:

	Three Months Ended
	March 31, 2024		April 2, 2023
Balance at beginning of period	$	32,727	$	33,921
Equity in earnings for the period	3,151		2,783
Amortization of purchase price adjustments (a)	(629)		(684)
	2,522		2,099
Distributions received	(2,952)		(2,493)
Foreign currency translation adjustment included in “Other comprehensive (loss) income”	(785)		10
Balance at end of period	$	31,512	$	33,537

_______________

(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.

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value, by Balance Sheet Grouping

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments:

	March 31, 2024				December 31, 2023
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Measurements
Financial assets
Cash equivalents	$	339,779	$	339,779	$	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	98,250		93,449		98,500		92,289		Level 2
Series 2022-1 Class A-2-II Notes	389,134		354,571		390,134		370,577		Level 2
Series 2021-1 Class A-2-I Notes	422,144		367,544		423,269		362,572		Level 2
Series 2021-1 Class A-2-II Notes	631,905		530,592		633,530		530,581		Level 2
Series 2019-1 Class A-2-I Notes	356,673		341,960		357,673		341,606		Level 2
Series 2019-1 Class A-2-II Notes	401,998		376,793		403,123		374,058		Level 2
Series 2018-1 Class A-2-II Notes	439,912		415,457		441,099		412,754		Level 2
7% debentures, due in 2025	48,405		49,813		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.

Fair value of assets and liabilities (other than cash and cash equivalents) measured at fair value on a nonrecurring basis

			Fair Value Measurements
	March 31, 2024		Level 1		Level 2		Level 3
Held and used	$	1,635	$	—	$	—	$	1,635
Held for sale	—		—		—		—
Total	$	1,635	$	—	$	—	$	1,635

			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

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Impairment of Long-Lived Assets (Tables)

3 Months Ended

Mar. 31, 2024

Asset Impairment Charges [Abstract]

Impairment of Long-Lived Assets

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
	March 31, 2024		April 2, 2023
Company-operated restaurants	$	1,775	$	350
Surplus properties	231		26
	$	2,006	$	376

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Net Income Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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

	Three Months Ended
	March 31, 2024		April 2, 2023
Net income	$	41,993	$	39,821
Common stock:
Weighted average basic shares outstanding	205,372		212,547
Dilutive effect of stock options and restricted shares	1,599		2,482
Weighted average diluted shares outstanding	206,971		215,029
Basic and diluted net income per share	$	.20	$	.19

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Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Loss

The following table provides a rollforward of accumulated other comprehensive loss, which is entirely comprised of foreign currency translation:

	Three Months Ended
	March 31, 2024		April 2, 2023
Balance at beginning of period	$	(58,375)	$	(64,176)
Foreign currency translation	(4,586)		158
Balance at end of period	$	(62,961)	$	(64,018)

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Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Schedule of Real Estate Properties

As of March 31, 2024, the nature of restaurants operated by the Company and its franchisees was as follows:

	March 31, 2024
Company-operated restaurants:
Owned land and building	155
Owned building and held long-term land leases	144
Leased land and building	112
Total Company-operated restaurants	411
Franchisee-operated restaurants:
Company-owned properties leased to franchisees	493
Company-leased properties subleased to franchisees	1,176
Other franchisee-operated restaurants	5,168
Total franchisee-operated restaurants	6,837
Total Company-operated and franchisee-operated restaurants	7,248

Lease, Cost

The components of lease cost are as follows:

	Three Months Ended
	March 31, 2024		April 2, 2023
Finance lease cost:
Amortization of finance lease assets	$	4,297	$	4,063
Interest on finance lease liabilities	10,658		10,750
	14,955		14,813
Operating lease cost	21,701		21,449
Variable lease cost (a)	16,488		16,081
Short-term lease cost	1,394		1,506
Total operating lease cost (b)	39,583		39,036
Total lease cost	$	54,538	$	53,849

_______________

(a)Includes expenses for executory costs of $10,221 and $9,848 for the three months ended March 31, 2024 and April 2, 2023, respectively, for which the Company is reimbursed by sublessees.

(b)Includes $31,718 and $30,598 for the three months ended March 31, 2024 and April 2, 2023, respectively, recorded to “Franchise rental expense” for leased properties that are subsequently leased to franchisees. Also includes $7,388 and $7,865 for the three months ended March 31, 2024 and April 2, 2023, respectively, recorded to “Cost of sales” for leases for Company-operated restaurants.

Lease, Income

The components of lease income are as follows:

	Three Months Ended
	March 31, 2024		April 2, 2023
Sales-type and direct-financing leases:
Selling (loss) profit	$	(16)	$	129
Interest income (a)	7,719		7,862
Operating lease income	41,497		42,156
Variable lease income	16,489		15,651
Franchise rental income (b)	$	57,986	$	57,807

_______________

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

(b)Includes sublease income of $42,783 and $42,951 recognized during the three months ended March 31, 2024 and April 2, 2023, respectively. Sublease income includes lessees’ variable payments to the Company for executory costs of $10,089 and $9,778 for the three months ended March 31, 2024 and April 2, 2023, respectively.

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Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2024

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

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

	Three Months Ended
	March 31, 2024		April 2, 2023
Supplemental non-cash investing and financing activities:
Capital expenditures included in accounts payable	$	9,161	$	9,119
Finance leases	3,749		333

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

	March 31, 2024		December 31, 2023
Reconciliation of cash, cash equivalents and restricted cash at end of period:
Cash and cash equivalents	$	498,333	$	516,037
Restricted cash	36,058		35,848
Restricted cash, included in Advertising funds restricted assets	58,695		36,931
Total cash, cash equivalents and restricted cash	$	593,086	$	588,816

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Reconciliation of Revenue from Segments to Consolidated

Revenues by segment are as follows:

	Three Months Ended
	March 31, 2024		April 2, 2023
Wendy’s U.S.	$	442,847	$	440,988
Wendy’s International	32,815		29,280
Global Real Estate & Development	59,091		58,539
Total revenues	$	534,753	$	528,807

Reconciliation of Profit from Segments to Consolidated

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

	Three Months Ended
	March 31, 2024		April 2, 2023
Wendy’s U.S. (a)	$	125,824	$	125,230
Wendy’s International (b)	10,690		7,446
Global Real Estate & Development	24,061		25,068
Total segment profit	160,575		157,744
Unallocated franchise support and other costs	(26)		—
Advertising funds deficit	207		1,106
Unallocated general and administrative (c)	(33,390)		(32,161)
Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below)	(35,518)		(33,472)
Amortization of cloud computing arrangements	(3,542)		(1,582)
System optimization (losses) gains, net	(127)		5
Reorganization and realignment costs	(5,673)		(6,808)
Impairment of long-lived assets	(2,006)		(376)
Unallocated other operating income, net	656		22
Interest expense, net	(30,535)		(31,705)
Loss on early extinguishment of debt	—		(1,266)
Investment loss, net	—		(3,562)
Other income, net	6,836		7,336
Income before income taxes	$	57,457	$	55,281

_______________

(a)Wendy’s U.S. includes advertising funds expense of $2,325 for the three months ended March 31, 2024 related to the Company’s funding of incremental advertising.

(b)Wendy’s International includes advertising funds expense of $162 and $548 for the three months ended March 31, 2024 and April 2, 2023, respectively, related to the Company’s funding of incremental advertising in Canada. In addition, Wendy’s International includes other international-related advertising deficit of $150 and $845 for the three months ended March 31, 2024 and April 2, 2023, respectively.

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

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Revenue Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Disaggregation of Revenue
Total revenues	$ 534,753	$ 528,807
Sales at Company-operated restaurants
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	225,323	227,949
Franchise royalty revenue
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	125,680	122,150
Franchise fees
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	20,820	19,527
Franchise rental income
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	57,986	57,807
Advertising funds revenue
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	104,944	101,374
Wendy's U.S.
Disaggregation of Revenue
Total revenues	442,847	440,988
Wendy's U.S. | Sales at Company-operated restaurants
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	219,468	222,632
Wendy's U.S. | Franchise royalty revenue
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	108,853	106,339
Wendy's U.S. | Franchise fees
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	17,826	17,272
Wendy's U.S. | Franchise rental income
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	0	0
Wendy's U.S. | Advertising funds revenue
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	96,700	94,745
Wendy's International
Disaggregation of Revenue
Total revenues	32,815	29,280
Wendy's International | Sales at Company-operated restaurants
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	5,855	5,317
Wendy's International | Franchise royalty revenue
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	16,827	15,811
Wendy's International | Franchise fees
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	1,889	1,523
Wendy's International | Franchise rental income
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	0	0
Wendy's International | Advertising funds revenue
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	8,244	6,629
Global Real Estate & Development
Disaggregation of Revenue
Total revenues	59,091	58,539
Global Real Estate & Development | Sales at Company-operated restaurants
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	0	0
Global Real Estate & Development | Franchise royalty revenue
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	0	0
Global Real Estate & Development | Franchise fees
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	1,105	732
Global Real Estate & Development | Franchise rental income
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	57,986	57,807
Global Real Estate & Development | Advertising funds revenue
Disaggregation of Revenue
Revenue from Contract with Customer, Excluding Assessed Tax	$ 0	$ 0

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Revenue Contract Balances (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023	Dec. 31, 2023
Contract balances
Deferred franchise fees at beginning of period	$ 100,805	$ 99,208
Revenue recognized during the period	(2,804)	(2,814)
New deferrals due to cash received and other	2,263	1,300
Deferred franchise fees at end of period	100,264	$ 97,694
Deferred franchise fees, noncurrent	89,331		$ 90,132
Accounts and notes receivable, net | Short-term Contract with Customer
Contract balances
Receivables, Net, Current	62,000		55,293
Advertising funds restricted assets | Short-term Contract with Customer
Contract balances
Receivables, Net, Current	74,614		76,838
Accrued expenses and other current liabilities
Contract balances
Deferred franchise fees, current	10,933		10,673
Deferred franchise fees
Contract balances
Deferred franchise fees, noncurrent	$ 89,331		$ 90,132

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Revenue Anticipated Future Recognition of Deferred Franchise Fees (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Revenue, Anticipated Future Recognition of Deferred Franchise Fees
Revenue, Anticipated Future Recognition of Deferred Franchise Fees, Amount	$ 100,264
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-04-01
Revenue, Anticipated Future Recognition of Deferred Franchise Fees
Revenue, Anticipated Future Recognition of Deferred Franchise Fees, Amount	$ 9,345
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-12-30
Revenue, Anticipated Future Recognition of Deferred Franchise Fees
Revenue, Anticipated Future Recognition of Deferred Franchise Fees, Amount	$ 6,526
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-12-29
Revenue, Anticipated Future Recognition of Deferred Franchise Fees
Revenue, Anticipated Future Recognition of Deferred Franchise Fees, Amount	$ 6,390
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2027-01-04
Revenue, Anticipated Future Recognition of Deferred Franchise Fees
Revenue, Anticipated Future Recognition of Deferred Franchise Fees, Amount	$ 6,290
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2028-01-03
Revenue, Anticipated Future Recognition of Deferred Franchise Fees
Revenue, Anticipated Future Recognition of Deferred Franchise Fees, Amount	$ 6,169
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2029-01-01
Revenue, Anticipated Future Recognition of Deferred Franchise Fees
Revenue, Anticipated Future Recognition of Deferred Franchise Fees, Amount	$ 65,544
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	0 years

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System Optimization Gains, Net Summary of Disposition Activity (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) number_of_restaurants	Apr. 02, 2023 USD ($) number_of_restaurants
System optimization gains, net
Company-operated restaurant ownership percentage	5.00%
Proceeds from sales of restaurants | $	$ 26	$ 287
System optimization gains, net | $	$ (127)	$ 5
Sale of franchise-operated restaurants to franchisees
System optimization gains, net
Number of restaurants sold to franchisees | number_of_restaurants	11	0
Sale or Purchase of company-operated restaurants to franchisees
System optimization gains, net
Number of restaurants sold to franchisees | number_of_restaurants	0	0
Restaurants acquired from franchisees | number_of_restaurants	0	0
Sale of other assets
System optimization gains, net
Proceeds from sales of restaurants | $	$ 26	$ 287

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System Optimization Gains, Net Assets Held for Sale (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Other assets held for sale
Long lived assets held for sale
Assets held for sale	$ 2,678	$ 2,689

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Reorganization and Realignment Costs Summary (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Restructuring Cost and Reserve
Reorganization and realignment costs	$ 5,673	$ 6,808
Organizational redesign
Restructuring Cost and Reserve
Reorganization and realignment costs	5,622	6,737
Other reorganization and realignment plans
Restructuring Cost and Reserve
Reorganization and realignment costs	$ 51	$ 71

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Reorganization and Realignment Costs Organizational Redesign (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Restructuring Cost and Reserve
Reorganization and realignment costs	$ 5,673	$ 6,808
Organizational Redesign
Restructuring Cost and Reserve
Restructuring and Related Cost, Incurred Cost	5,494	5,962
Reorganization and realignment costs	5,622	6,737
Restructuring and Related Cost, Cost Incurred to Date	13,287
Restructuring Charges, Incurred to Date	14,686
Organizational Redesign | Minimum
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	17,000
Restructuring and Related Cost, Expected Cost Remaining	2,500
Organizational Redesign | Maximum
Restructuring Cost and Reserve
Restructuring and Related Cost, Expected Cost	19,000
Restructuring and Related Cost, Expected Cost Remaining	4,500
Organizational Redesign | Severance and related employee costs
Restructuring Cost and Reserve
Restructuring and Related Cost, Incurred Cost	5,362	5,539
Restructuring and Related Cost, Expected Cost Remaining	2,000
Restructuring and Related Cost, Cost Incurred to Date	11,605
Organizational Redesign | Recruitment and relocation costs
Restructuring Cost and Reserve
Restructuring and Related Cost, Incurred Cost	82	78
Restructuring and Related Cost, Expected Cost Remaining	200
Restructuring and Related Cost, Cost Incurred to Date	636
Organizational Redesign | Third-party and other costs
Restructuring Cost and Reserve
Restructuring and Related Cost, Incurred Cost	50	345
Restructuring and Related Cost, Cost Incurred to Date	1,046
Organizational Redesign | Share-based compensation
Restructuring Cost and Reserve
Restructuring and Related Cost, Incurred Cost	128	$ 775
Restructuring and Related Cost, Expected Cost Remaining	1,500
Restructuring and Related Cost, Cost Incurred to Date	$ 1,399

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Reorganization and Realignment Costs Organizational Redesign Accrual Rollforward (Details) - Organizational Redesign - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Restructuring Cost and Reserve
Beginning balance	$ 1,692	$ 0
Charges	5,494	5,962
Payments	(1,109)	(881)
Ending balance	6,077	5,081
Severance and related employee costs
Restructuring Cost and Reserve
Beginning balance	1,692	0
Charges	5,362	5,539
Payments	(977)	(741)
Ending balance	6,077	4,798
Recruitment and relocation costs
Restructuring Cost and Reserve
Beginning balance	0	0
Charges	82	78
Payments	(82)	(78)
Ending balance	0	0
Third-party and other costs
Restructuring Cost and Reserve
Beginning balance	0	0
Charges	50	345
Payments	(50)	(62)
Ending balance	0	283
Share-based compensation
Restructuring Cost and Reserve
Charges	128	$ 775
Accrued expenses and other current liabilities
Restructuring Cost and Reserve
Ending balance	3,816
Other liabilities
Restructuring Cost and Reserve
Ending balance	$ 2,261

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Investments Carrying Value of Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Schedule of Investments
Equity method investments	$ 31,512	$ 32,727
Other investments in equity securities	1,718	1,718
Investments	$ 33,230	$ 34,445

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Investments Equity Method Investments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Schedule of Equity Method Investments
Balance at beginning of period	$ 32,727
Foreign currency translation adjustment included in “Other comprehensive income (loss)” and other	(4,586)	$ 158
Balance at end of period	$ 31,512
TimWen
Schedule of Equity Method Investments
Equity Method Investment, Ownership Percentage	50.00%
Equity Method Investment, Purchase Price Adjustment, Amortization Period	21 years	21 years
TimWen and Brazil JV
Schedule of Equity Method Investments
Balance at beginning of period	$ 32,727	$ 33,921
Equity in earnings for the period	3,151	2,783
Amortization of purchase price adjustments	(629)	(684)
Equity in earnings for the period, net of amortization of purchase price adjustments	2,522	2,099
Distributions received	(2,952)	(2,493)
Foreign currency translation adjustment included in “Other comprehensive income (loss)” and other	(785)	10
Balance at end of period	$ 31,512	$ 33,537

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Investments Other Investments in Equity Securities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Investment Income, Net [Abstract]
Investment loss, net	$ 0	$ (3,562)

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Fair Value Measurements Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Other investments in equity securities	$ 1,718	$ 1,718
7% debentures
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Debt Instrument, Interest Rate, Stated Percentage	7.00%	7.00%
Reported Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Cash equivalents	$ 339,779	$ 365,901
Other investments in equity securities	1,718	1,718
Reported Value Measurement | Series 2022-1 Class A-2-I Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Debt instrument	98,250	98,500
Reported Value Measurement | Series 2022-1 Class A-2-II Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Debt instrument	389,134	390,134
Reported Value Measurement | Series 2021-1 Class A-2-I Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Debt instrument	422,144	423,269
Reported Value Measurement | Series 2021-1 Class A-2-II Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Debt instrument	631,905	633,530
Reported Value Measurement | Series 2019-1 Class A-2-I Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Debt instrument	356,673	357,673
Reported Value Measurement | Series 2019-1 Class A-2-II Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Debt instrument	401,998	403,123
Reported Value Measurement | Series 2018-1 Class A-2-II Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Debt instrument	439,912	441,099
Reported Value Measurement | 7% debentures
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Debt instrument	48,405	48,237
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Cash equivalents	339,779	365,901
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Other investments in equity securities	1,718	1,718
Estimate of Fair Value Measurement | Series 2022-1 Class A-2-I Notes | Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Debt instrument	93,449	92,289
Estimate of Fair Value Measurement | Series 2022-1 Class A-2-II Notes | Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Debt instrument	354,571	370,577
Estimate of Fair Value Measurement | Series 2021-1 Class A-2-I Notes | Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Debt instrument	367,544	362,572
Estimate of Fair Value Measurement | Series 2021-1 Class A-2-II Notes | Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Debt instrument	530,592	530,581
Estimate of Fair Value Measurement | Series 2019-1 Class A-2-I Notes | Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Debt instrument	341,960	341,606
Estimate of Fair Value Measurement | Series 2019-1 Class A-2-II Notes | Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Debt instrument	376,793	374,058
Estimate of Fair Value Measurement | Series 2018-1 Class A-2-II Notes | Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Debt instrument	415,457	412,754
Estimate of Fair Value Measurement | 7% debentures | Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Debt instrument	$ 49,813	$ 49,431

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Fair Value Measurements Non-Recurring Fair Value Measurements (Details) - Fair Value, Measurements, Nonrecurring - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis
Assets Held and used, Long Lived, Fair Value Disclosure	$ 1,635	$ 1,212
Assets Held for sale, Long Lived, Fair Value Disclosure	0	1,044
Total	1,635	2,256
Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis
Assets Held and used, Long Lived, Fair Value Disclosure	0	0
Assets Held for sale, Long Lived, Fair Value Disclosure	0	0
Total	0	0
Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis
Assets Held and used, Long Lived, Fair Value Disclosure	0	0
Assets Held for sale, Long Lived, Fair Value Disclosure	0	0
Total	0	0
Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis
Assets Held and used, Long Lived, Fair Value Disclosure	1,635	1,212
Assets Held for sale, Long Lived, Fair Value Disclosure	0	1,044
Total	$ 1,635	$ 2,256

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Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Impairment of Long-Lived Assets
Impairment of long-lived assets	$ 2,006	$ 376
Company-operated restaurants
Impairment of Long-Lived Assets
Impairment of long-lived assets	1,775	350
Surplus properties
Impairment of Long-Lived Assets
Impairment of long-lived assets	$ 231	$ 26

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023	Dec. 31, 2023
Effective Income Tax Rate	26.90%	28.00%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%
Significant changes to unrecognized tax benefits	$ 0
Significant changes to interest and penalties related to unrecognized tax benefits	0
Reasonably possible decrease in unrecognized tax benefits	220
Income Taxes Receivable, Current	6,830		$ 5,284
Income Taxes Receivable, Noncurrent	$ 0		$ 0

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Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Earnings Per Share [Abstract]
Net income	$ 41,993	$ 39,821
Weighted average basic shares outstanding	205,372	212,547
Dilutive effect of stock options and restricted shares	1,599	2,482
Weighted average diluted shares outstanding	206,971	215,029
Basic net income per share	$ 0.20	$ 0.19
Diluted net income per share	$ 0.20	$ 0.19
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	6,789	4,532

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Stockholders' Equity Dividends (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Common Stock, Dividends, Per Share, Cash Paid	$ 0.25	$ 0.25

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Stockholders' Equity Repurchases of Common Stock (Details) - January 2023 Share Repurchase Program - USD ($) shares in Thousands, $ in Thousands	1 Months Ended	3 Months Ended
	Apr. 25, 2024	Mar. 31, 2024	Apr. 02, 2023	Jan. 31, 2023
Equity, Class of Treasury Stock
Stock Repurchase Program, Authorized Amount				$ 500,000
Treasury Stock, Shares, Acquired		392	1,794
Treasury Stock, Value, Acquired, Cost Method, excluding Commissions		$ 7,187	$ 38,785
Stock Repurchase Program, Repurchase Accrual		470	2,083
Stock Repurchase Program, Excise Tax Accrual		24
Stock Repurchase Program, Cost Incurred		5	$ 25
Stock Repurchase Program, Remaining Authorized Repurchase Amount		$ 302,813
Subsequent Event
Equity, Class of Treasury Stock
Treasury Stock, Shares, Acquired	229
Treasury Stock, Value, Acquired, Cost Method, excluding Commissions	$ 4,316

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Stockholders' Equity Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Accumulated Other Comprehensive Loss
Balance at beginning of period	$ (58,375)	$ (64,176)
Foreign currency translation	(4,586)	158
Balance at end of period	(62,961)	(64,018)
Foreign Currency Translation
Accumulated Other Comprehensive Loss
Foreign currency translation	$ (4,586)	$ 158

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Leases Lessee Lease Narrative (Details)	Mar. 31, 2024 number_of_restaurants
Lessee, Lease, Description
Number of restaurants	7,248
Land And Building - Company Owned | Entity Operated Units
Lessee, Lease, Description
Number of restaurants	155
Building - Company Owned; Land - Leased | Entity Operated Units
Lessee, Lease, Description
Number of restaurants	144
Land And Building - Leased | Entity Operated Units
Lessee, Lease, Description
Number of restaurants	112
Entity Operated Units, Total [Member] | Entity Operated Units
Lessee, Lease, Description
Number of restaurants	411

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Leases Lessor Lease Narrative (Details)	Mar. 31, 2024 number_of_restaurants
Lessor, Lease, Description
Number of restaurants	7,248
Land And Building - Company Owned | Franchised Units
Lessor, Lease, Description
Number of restaurants	493
Land And Building - Leased | Franchised Units
Lessor, Lease, Description
Number of restaurants	1,176
Franchised Units, Other [Member] | Franchised Units
Lessor, Lease, Description
Number of restaurants	5,168
Franchised Units, Total [Member] | Franchised Units
Lessor, Lease, Description
Number of restaurants	6,837

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Leases Components of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Lease, Cost
Amortization of finance lease assets	$ 4,297	$ 4,063
Interest on finance lease liabilities	10,658	10,750
Total finance lease cost	14,955	14,813
Operating lease cost	21,701	21,449
Variable lease cost	16,488	16,081
Short-term lease cost	1,394	1,506
Total operating lease cost	39,583	39,036
Total lease cost	54,538	53,849
Franchise rental expense
Lease, Cost
Total operating lease cost	31,718	30,598
Cost of sales
Lease, Cost
Total operating lease cost	7,388	7,865
Executory costs paid by lessee
Lease, Cost
Variable lease cost	$ 10,221	$ 9,848

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Leases Components of Lease Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Lessor Lease Income
Sales-type leases, selling profit	$ (16)	$ 129
Sales-type and direct-financing leases, interest income	7,719	7,862
Operating lease income	41,497	42,156
Variable lease income	16,489	15,651
Franchise rental income	57,986	57,807
Sublease income	42,783	42,951
Executory costs paid to lessor
Lessor Lease Income
Sublease income	$ 10,089	$ 9,778

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Supplemental Cash Flow Information Non-Cash Investing and Financing Activities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]
Capital expenditures included in accounts payable	$ 9,161	$ 9,119
Finance leases	$ 3,749	$ 333

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Supplemental Cash Flow Information Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Apr. 02, 2023	Jan. 01, 2023
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract]
Cash and cash equivalents	$ 498,333	$ 516,037
Restricted cash	36,058	35,848
Restricted cash, included in Advertising funds restricted assets	58,695	36,931
Total cash, cash equivalents and restricted cash	$ 593,086	$ 588,816	$ 740,566	$ 831,801

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Transactions with Related Parties (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) number_of_restaurants	Apr. 02, 2023 USD ($)	Dec. 31, 2023 USD ($)
Related Party Transaction
Number of Restaurants | number_of_restaurants	7,248
Accounts payable	$ 26,175		$ 27,370
TimWen | Franchise Rental Expense
Related Party Transaction
Operating Costs and Expenses	5,030	$ 4,673
TimWen | Management Fee Income | General and administrative
Related Party Transaction
Other Operating Income	60	60
QSCC | Patronage Dividends
Related Party Transaction
Related Party Transaction, Purchases from Related Party	3,096	0
QSCC | Patronage Dividends | Other Operating Income (Expense)
Related Party Transaction
Related Party Transaction, Purchases from Related Party	2,909
QSCC | Patronage Dividends | Cost of sales
Related Party Transaction
Related Party Transaction, Purchases from Related Party	187
Yellow Cab | Royalty, Advertising Fund, Lease and Other Income
Related Party Transaction
Other Operating Income	3,612	3,610
Yellow Cab | Accounts and notes receivable, net and Advertising funds restricted assets | Royalty, Advertising Fund, Lease and Other Income
Related Party Transaction
Accounts receivable, net, current	$ 1,191		1,153
Yellow Cab | Franchised Units
Related Party Transaction
Number of Restaurants | number_of_restaurants	85
AMC | Advertising Funds Expense
Related Party Transaction
Related Party Transaction, Purchases from Related Party	$ 500	$ 419
AMC | Advertising funds restricted liabilities | Advertising Funds Expense
Related Party Transaction
Accounts payable	$ 50		$ 584

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Guarantees and Other Commitments and Contingencies Lease Guarantees (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Property Lease Guarantee
Guarantor Obligations
Guarantor Obligations, Maximum Exposure, Undiscounted	$ 93,979

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Guarantees and Other Commitments and Contingencies Letters of Credit (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Guarantor Obligations
Letters of Credit Outstanding, Amount	$ 28,842

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Segment Information Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Segment Reporting, Revenue Reconciling Item
Total revenues	$ 534,753	$ 528,807
Wendy's U.S.
Segment Reporting, Revenue Reconciling Item
Total revenues	442,847	440,988
Wendy's International
Segment Reporting, Revenue Reconciling Item
Total revenues	32,815	29,280
Global Real Estate & Development
Segment Reporting, Revenue Reconciling Item
Total revenues	$ 59,091	$ 58,539

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Segment Information Reconciliation of Profit from Segments to Consolidated (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 02, 2023
Segment Reporting, Reconciling Item for Profit from Segment to Consolidated
Segment profit	$ 81,156	$ 84,478
Unallocated franchise support and other costs	(14,742)	(13,260)
Advertising funds deficit	207	1,106
General and Administrative Expense	(63,757)	(62,276)
Depreciation and amortization (exclusive of amortization of cloud computing arrangements shown separately below)	(35,518)	(33,472)
Amortization of cloud computing arrangements	(3,542)	(1,582)
System optimization gains, net	(127)	5
Reorganization and realignment costs	(5,673)	(6,808)
Impairment of long-lived assets	(2,006)	(376)
Unallocated other operating income, net	3,033	2,266
Interest expense, net	(30,535)	(31,705)
Loss on early extinguishment of debt	0	(1,266)
Investment loss, net	0	(3,562)
Other income, net	6,836	7,336
Income before income taxes	57,457	55,281
Corporate and Other
Segment Reporting, Reconciling Item for Profit from Segment to Consolidated
Unallocated franchise support and other costs	(26)	0
General and Administrative Expense	(33,390)	(32,161)
Unallocated other operating income, net	656	22
Operating Segments
Segment Reporting, Reconciling Item for Profit from Segment to Consolidated
Segment profit	160,575	157,744
Operating Segments | Wendy's U.S.
Segment Reporting, Reconciling Item for Profit from Segment to Consolidated
Segment profit	125,824	125,230
Advertising funds deficit	(2,325)
Operating Segments | Wendy's International
Segment Reporting, Reconciling Item for Profit from Segment to Consolidated
Segment profit	10,690	7,446
Advertising funds deficit	(162)	(548)
Other international-related advertising deficit	150	845
Operating Segments | Global Real Estate & Development
Segment Reporting, Reconciling Item for Profit from Segment to Consolidated
Segment profit	$ 24,061	$ 25,068