Track market-moving stories before they get noisy

For a few days in mid-August, Wendy's NASDAQ: WEN traded like a company about to be taken private. Reports surfaced on Aug. 12 that Trian Fund Management, Nelson Peltz's activist firm and a roughly 16% shareholder in Wendy's, was assembling a consortium to explore a buyout.

Wendy's Today

$8.40 +0.13 (+1.51%)

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$6.07▼

$10.453.34%

12.69

$7.78

The stock ripped nearly 15% higher. That briefly pushed shares toward the $9 mark, putting WEN in the green for 2026.

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The move didn't last. Reuters reported Trian has no current plans to bid, and the stock gave back the entire rally in a single session, sliding back toward the high-$7 range. Trian's stated reasoning (e.g., concerns about performance, valuation, and strategic direction) read less like a passing decision and more like a well-capitalized insider declining to catch a falling knife.

That reversal landed at a time when Wendy's was already struggling. In its Q2 2026 earnings report, delivered on Aug. 7, Wendy's reported a 7% drop in U.S. same-restaurant sales, a 41% decline in net income, and a withdrawn full-year 2026 outlook. CEO Bob Wright didn't sugarcoat it, telling investors performance was "not at our potential."

But that's not quite where the story ends. In the weeks since, WEN has quietly clawed back most of that move. That move is why it's taking the rally seriously, not rhetorically.

Why WEN Started Trading Like a Meme StockFive years ago, Wendy's was trading at an all-time high of around $25. Since then, WEN has been in a steep decline, bringing the stock to around $6.22 per share in June 2026. That put it perilously close to penny-stock territory.

It hasn't been without merit. The quick-service restaurant industry has been struggling to find the right mix of price and value for an increasingly stretched core consumer. Wendy's hasn't helped matters with execution errors.

So why did WEN start soaring 15% in such a brief time? It wasn't all about Trian. The stock has over 32% of its float sold short. Savvy traders saw an opportunity to cause some of those short sellers to cover their positions. The move can't be called a short squeeze, but that term does a better job of explaining why the stock moved so sharply.

This is an important distinction for investors. A stock with substantial short interest can move dramatically on relatively little new information. When sentiment is already heavily skewed to the bearish side, even a temporary positive catalyst can force traders to reassess their positions.

That doesn't necessarily mean the underlying business has improved.

It does, however, mean that WEN can remain unusually volatile as investors debate whether the worst of the company's decline has already been priced into the stock.

Wendy's Stock Technical Analysis Shows a Bullish Setup, But Not a Confirmed TurnaroundHowever, just as it did in early July, investors considering a position in WEN should watch the chart. The stock appears to be finding support at an ascending 50-day simple moving average. That could be the start of a bullish move.

The technical picture is particularly interesting because WEN has managed to recover after the initial Trian-related reversal rather than simply falling back to its June lows.

That creates a potential test for the bulls. If shares can continue holding above the 50-day moving average and establish higher lows, traders have a technical argument that the longer-term downtrend may be losing some of its force. Conversely, a decisive break below that moving average would weaken the bullish setup and suggest that the recent recovery was another temporary bounce.

The MACD may be the deciding factor. In the last few months, momentum has clearly been on the bulls' side. The coming weeks will determine whether that momentum was due to the Trian news or if investors see a genuine opportunity.

For technical traders, the distinction matters. Momentum that survives the removal of a major catalyst is generally more meaningful than momentum that disappears as soon as the catalyst does.

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Wendy's is giving investors a genuinely mixed picture. At around 12x earnings, WEN is overvalued by some measures.

Many investors won't get excited about it until the company can start showing positive year-over-year earnings.

That said, Wendy's has been clearing a low bar for earnings over the past several quarters.

Institutions have also been buying the stock. That wouldn't happen if they suspected the company would go private. Instead, it appears to be a calculation that the sell-off has been overdone.

That buying activity is directly contradicted by analyst sentiment, which leans bearish with a consensus Reduce rating. Furthermore, of the 21 analysts that MarketBeat tracks, six have a Sell rating on WEN.

So, Was the Rally Ever Real?The honest answer is, yes...partly. The initial 15% pop was driven mostly by enthusiasm for the deal and short covering. That part of the move was always going to unwind once Trian stepped back.

The subsequent recovery to the mid-$8 range looks different. That looks more like value buyers and technical traders stepping in at a level where the stock had already priced in a lot of bad news.

The catch is that without Trian as a backstop, there's no buyout floor left under the stock. Whatever happens from here rests entirely on Wright's turnaround plan actually working. The chart says momentum currently favors the bulls. The fundamentals say that momentum still has something to prove.

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Nelson Peltz’s Trian Fund Management has no plans to make a take-private bid for Wendy’s at this time, sources familiar with the matter told Reuters.

The move comes after the investment firm, a longtime Wendy’s shareholder with around 16% of the fast food chain, was earlier this month reported by Reuters and others to be working on preparing a bid with the help of a consortium of investors, including Bugatti-backed BlueFive Capital and Flynn Group, a Wendy’s franchisee.

News of a possible take-private sent the stock up 14.7% on Aug. 12, with further momentum since pushing it to around a nine-month high, leaving the company with a market value of around $1.7 billion.

Trian Fund Management reportedly had been working on a possible take-private bid with a consortium of other investors. Bloomberg via Getty Images On Wednesday Wendy’s stock price tumbled more than 14% in after-hours trading in reaction to the Trian news.

Trian has concerns about Wendy’s performance, including its recent trading price and valuation multiples, as well as its current strategic direction, said the sources who are familiar with the matter but cannot discuss Trian’s thinking publicly.

This leaves Trian keeping an open mind about its future intentions, the sources added, declining to elaborate further.

A representative for Trian declined to comment.

Wendy’s did not immediately respond to a request for comment.

By pulling back on a possible takeover offer, Trian could be offering new Wendy’s Chief Executive Bob Wright time to execute a turnaround plan to address declining sales that cost it the No. 2 spot among big burger chains.

On Monday, Wright issued a rare corporate mea culpa, telling the Wall Street Journal that the chain sacrificed quality to trim costs. He also rolled out a five-point plan to revive prospects.

Trian Fund Management, led by Nelson Peltz, owns 16% of Wendy’s. Bloomberg via Getty Images Earlier in August, Wendy’s reported a drop in quarterly global sales, lower net income, higher costs and a drop in earnings per share, all of which prompted Wright to say the company is “clearly not performing at (its) potential.”

Wright, who took the top job in May, is the fourth leader of Dublin, Ohio-headquartered Wendy’s in the last three years.

Even as takeover speculation helped support the stock price, Wendy’s shares still trade roughly 60% lower than they did five years ago.

Wendy’s has had a nearly two-decade-long relationship with Trian, with Trian co-founder Peter May sitting on its board for 18 years. Last year, Bradley Peltz, one of Nelson Peltz’s sons, joined the nine-person board. Nelson Peltz and another son, Matthew, had previously held board seats.

Trian also mulled taking Wendy’s private in 2022 and then backed away from such plans in 2023.

A report that Wendy's may be taken private caused shares to soar two weeks ago. A new report is causing them to tumble.

BlackRock Inc. lifted its holdings in shares of The Wendy’s Company (NASDAQ:WEN – Free Report) by 21.1% during the 2nd quarter, according to its most recent disclosure with the Securities and Exchange Commission. The firm owned 26,314,724 shares of the restaurant operator’s stock after purchasing an additional 4,576,075 shares during the quarter. BlackRock Inc. owned 13.81% of Wendy’s worth $218,149,000 as of its most recent SEC filing.

A number of other hedge funds and other institutional investors also recently made changes to their positions in the business. Global Retirement Partners LLC acquired a new position in Wendy’s in the 2nd quarter valued at $27,000. Hilton Head Capital Partners LLC acquired a new stake in shares of Wendy’s during the 4th quarter worth $30,000. Cassaday & Co Wealth Management LLC bought a new position in shares of Wendy’s in the first quarter worth $30,000. Fifth Third Bancorp increased its position in shares of Wendy’s by 161.0% in the fourth quarter. Fifth Third Bancorp now owns 3,829 shares of the restaurant operator’s stock worth $32,000 after purchasing an additional 2,362 shares during the period. Finally, SJS Investment Consulting Inc. acquired a new position in Wendy’s in the first quarter valued at about $32,000. 85.96% of the stock is currently owned by institutional investors and hedge funds.

Wendy’s Price Performance WEN stock opened at $7.82 on Friday. The company has a 50 day simple moving average of $7.87 and a 200 day simple moving average of $7.45. The stock has a market cap of $1.49 billion, a price-to-earnings ratio of 11.85, a P/E/G ratio of 0.75 and a beta of 0.37. The Wendy’s Company has a 1 year low of $6.07 and a 1 year high of $10.62. The company has a debt-to-equity ratio of 27.95, a current ratio of 1.90 and a quick ratio of 1.88.

Wendy’s (NASDAQ:WEN – Get Free Report) last issued its earnings results on Friday, August 7th. The restaurant operator reported $0.18 earnings per share for the quarter, beating analysts’ consensus estimates of $0.16 by $0.02. The firm had revenue of $570.57 million for the quarter, compared to analyst estimates of $557.13 million. Wendy’s had a net margin of 5.72% and a return on equity of 115.31%. The company’s quarterly revenue was up 1.8% on a year-over-year basis. During the same quarter last year, the business posted $0.29 earnings per share. Research analysts anticipate that The Wendy’s Company will post 0.51 EPS for the current fiscal year. Wendy’s Cuts Dividend The company also recently disclosed a quarterly dividend, which will be paid on Tuesday, September 15th. Investors of record on Tuesday, September 1st will be issued a dividend of $0.07 per share. The ex-dividend date of this dividend is Tuesday, September 1st. This represents a $0.28 annualized dividend and a dividend yield of 3.6%. Wendy’s’s dividend payout ratio (DPR) is 84.85%.

Analyst Ratings Changes Several brokerages have recently commented on WEN. Stifel Nicolaus set a $6.00 target price on shares of Wendy’s in a research report on Thursday, April 30th. JPMorgan Chase & Co. restated an “underweight” rating and set a $6.00 price objective (down from $7.00) on shares of Wendy’s in a research report on Monday, May 11th. Weiss Ratings reaffirmed a “sell (d+)” rating on shares of Wendy’s in a report on Friday, July 17th. Stephens reiterated an “equal weight” rating and issued a $8.00 price target on shares of Wendy’s in a research note on Tuesday, June 23rd. Finally, UBS Group reissued a “neutral” rating and set a $8.00 price target on shares of Wendy’s in a report on Monday, August 10th. Two research analysts have rated the stock with a Buy rating, thirteen have given a Hold rating and six have given a Sell rating to the company. According to MarketBeat, Wendy’s presently has a consensus rating of “Reduce” and a consensus target price of $7.76.

Check Out Our Latest Stock Report on Wendy’s

Wendy’s News Roundup Here are the key news stories impacting Wendy’s this week:

Positive Sentiment: Wendy’s appointed a former McDonald’s marketer to its leadership team, potentially strengthening its marketing and competitive positioning as the company works to improve traffic and brand perception. Wendy’s adds former McDonald’s marketer to leadership team Positive Sentiment: New CEO Kirk Tanner reportedly acknowledged that past cost-cutting hurt food quality. The candid assessment could support a turnaround if Wendy’s can restore product quality and win back customers. Wendy’s New CEO Did Something Rare. He Admitted the Company’s Mistakes Wendy’s Company Profile (Free Report)

The Wendy’s Company (NASDAQ:WEN) operates as a global quick-service restaurant chain, best known for its square-shaped beef patties, fresh ingredient sourcing and signature Frosty dessert. The company’s menu features a variety of hamburgers, chicken sandwiches, salads, breakfast sandwiches, sides and beverages, designed to appeal to a broad customer base seeking both classic and contemporary fast-food options. Wendy’s has placed particular emphasis on product innovation, introducing limited-time offerings and revamped core menu items to maintain customer interest and respond to evolving dining trends.

Founded in 1969 by entrepreneur Dave Thomas in Columbus, Ohio, Wendy’s expanded rapidly through both company-owned and franchised outlets.

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Wendy's stock is trading at a steep discount to fast-food rivals. Turnarounds at Domino's and McDonald's show what the burger chain needs to fix.

ToplineNew Wendy’s CEO Bob Wright on Monday publicly admitted the company hasn’t made food quality its top priority and said the decision played a role in losing its No. 2 burger-chain ranking to Burger King—a candid self-diagnosis as rumors swirl billionaire investor Nelson Peltz is considering a deal to take the chain private following a massive loss in stock value.

A container of Wendy's fries.

Gado via Getty Images

Key FactsWright, who took over as CEO in May, told the Wall Street Journal that Wendy’s has prioritized cost savings over ingredient quality and leaned too hard on discounts—moves he said are the reason it lost its No. 2 rank among the biggest burger chains in terms of U.S. sales to Burger King (McDonald’s is No. 1).

He acknowledged the chain has become "over-reliant on promotional activity" and said he plans to shift focus back to the core menu, because "that's where you deliver intrinsic value for the customer."

Wright used the interview to roll out what he says is a five-point plan to regain its ranking, targeting food quality, value, operations, store upgrades and digital sales, with Wright saying the menu must be rebuilt "at the ingredient level, at the item level, at the menu-category level."

The new plan comes as reports indicate Peltz, through his firm Trian Fund Management, is preparing a bid to take The Wendy's Company private.

Wendy's has lost more than half of its market value in the last two years, down from a high of around $20 per share in April of 2024 to under $9 on Monday.

Key backgroundWendy's has been losing ground for more than a decade to rivals that invested heavily in its food offerings. Burger King clawed its way back to the No. 2 U.S. burger-chain spot by overhauling its Whopper and renovating locations through a $700 million turnaround plan that utilized a product-first playbook Wendy's moved away from in favor of deals and cost discipline. Wright’s new strategy includes re-making the brand’s leadership team, and he said a former McDonald’s executive has been hired in the newly created role of chief marketing and customer growth officer.

TANGENTThe turnaround effort runs alongside a separate pressure point: Peltz. Trian Fund Management, a long-standing Wendy's shareholder with board seats, has been in talks with potential investors about strategic options, including a possible take-private of the company. Peltz first told the Securities and Exchange Commission in February he was evaluating ways to enhance shareholder value, including a plan to have Trian take “control of the company,” and said he thinks its stock, which has fallen significantly over the last year, is undervalued. The potential coalition would be led by Trian, which already owns a 16% stake, and is expected to include Flynn Group, one of Wendy's largest franchisees, and Abu Dhabi-based BlueFive Capital, according to the Financial Times.

SURPRISING FACTIt was only a few weeks ago that Wendy’s officially fell to Burger King in the ranking of chains in the U.S. by systemwide sales. Wendy's held the spot for six years but after reporting a 7% slip in domestic same-store sales a few weeks ago, it fell to No. 3. Burger King reported U.S. same-store sales growth of 8.5% in the second quarter.

Strengthened Leadership Team Marks Next Step in Company Turnaround Plan

, /PRNewswire/ -- The Wendy's Company (Nasdaq: WEN) announced the appointment of Tariq Hassan to the newly created role of Chief Marketing and Customer Growth Officer, effective immediately. He will report to President and Chief Executive Officer Bob Wright and serve on the Wendy's Senior Leadership Team. Lindsay Radkoski, who has served as Chief Marketing Officer, U.S. since 2024, will depart the organization after a transition period with Hassan over the coming weeks.

Hassan brings more than three decades of global marketing, customer experience, digital transformation and brand-building leadership to Wendy's, with deep experience across restaurants, technology and consumer brands. He previously served as Senior Vice President, U.S. Chief Marketing and Customer Experience Officer at McDonald's, where he helped modernize marketing, strengthened digital and loyalty engagement, and put customer-first insights at the center of culturally relevant campaigns and menu innovation. Prior to McDonald's, Hassan has held several senior leadership roles with prominent U.S. consumer brands and agencies where he built an impressive track record of repositioning brands, improving the customer experience and using data-driven marketing to create deeper customer relationships and measurable business impacts.

"Tariq's appointment is another meaningful step in returning Wendy's to profitable growth," said Bob Wright. "He is a proven brand and team builder with a distinctive ability to connect culture, technology and consumer insight to drive measurable growth. He has demonstrated the impact that highly effective marketing, digital activation, menu innovation and culturally relevant brand engagement can have on restaurant performance and customer loyalty. He will be instrumental in sourcing and developing talent and building new capabilities in the organization to help Wendy's recapture its position as the quality leader in the QSR industry."

"Wendy's is an iconic American brand that has something special most brands spend decades trying to build, a real point of view that our customers genuinely feel," said Hassan. "My focus will be on reigniting that passionate connection with our brand to show up more powerfully in every experience, everywhere our fans meet us. Working alongside Bob, the leadership team, our franchisees and restaurant teams, I see enormous opportunity to reshape how we tell this story, starting with the food itself, to drive growth for our customers, our franchisees, and our shareholders."

Wright also recognized Lindsay Radkoski for her service and leadership. "On behalf of the Wendy's Board and leadership team, I want to thank Lindsay for her many contributions over the past 15 years," Wright said. "Lindsay's commitment to Wendy's and dedication to our customers, franchisees and Company have always been a hallmark of her service. We are grateful that she will support a smooth transition and wish her continued success."

Forward-Looking Statements
This release contains certain statements that are not historical facts, including statements regarding our anticipated future performance, growth and value creation. Those statements constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). The 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 that may cause our actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These factors include, but are not limited to, the factors identified in the "Special Note Regarding Forward-Looking Statements and Projections" and "Risk Factors" sections of our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and in our other filings with the Securities and Exchange Commission. For all forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act.

About Wendy's
The Wendy's Company (Nasdaq: WEN) and Wendy's® franchisees employ hundreds of thousands of people across more than 7,000 restaurants worldwide. Founded in 1969, Wendy's is committed to the promise of Fresh Famous Food, Made Right, For You, delivered to customers through its craveable menu including made-to-order square hamburgers using fresh beef*, and fan favorites like the Spicy Chicken Sandwich and nuggets, Baconator®, and the Frosty® dessert. Wendy's supports the Dave Thomas Foundation for Adoption®, established by its founder, which seeks to dramatically increase the number of adoptions of children waiting in North America's foster care system. Learn more about Wendy's at www.wendys.com. For details on franchising, visit www.wendys.com/franchising. Connect with Wendy's on X, Instagram and Facebook.

*Fresh beef available in the contiguous U.S. and Alaska, as well as Canada, Mexico, Puerto Rico, the UK, and other select international markets.

Investor Contact:
Aaron Broholm
Head of Investor Relations
(614) 764-3345; [email protected]

Media Contact:
Heidi Schauer
Vice President – Communications, Public Affairs & Customer Care
(614) 764-3368; [email protected] 

SOURCE The Wendy's Company

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Shares of Wendy’s (NASDAQ:WEN | WEN Price Prediction) are up 5% to $8.88 in midday trading Wednesday after reports that Nelson Peltz’s Trian Fund Management is assembling a consortium to take the company private. Adding to the catalyst, the burger chain confirmed it is reviving its chief operating officer role as part of a broader management reset.

Wendy’s stock was up 5% year to date through Tuesday’s close, an unusual gain given deteriorating same-restaurant sales and a withdrawn 2026 outlook. The rally reflects deal speculation rather than a change in the operating story, with investors treating this as a special situation.

Peltz Consortium Report Fuels the Rally According to reports from the Financial Times and Reuters, Trian has assembled a group that could submit an offer for Wendy’s in the coming weeks. The consortium is expected to include Abu Dhabi-based BlueFive Capital and Flynn Group, one of the world’s largest restaurant franchise operators.

Flynn Group operates about 309 Wendy’s restaurants in the United States plus additional locations in Australia and New Zealand. Peltz personally owns a 16.2% stake in Wendy’s, and Trian holds 7.9%, which combined make the pair the company’s largest shareholder.

Trian disclosed in a February regulatory filing that it believed Wendy’s stock was “undervalued” and that it was reaching out to co-investors about strategic options, including taking the company private. Morgan Stanley cut its price target on Wendy’s stock to $5.5 from $7 two days before the Financial Times report, and Wendy’s shares jumped 12% following that report.

COO Role Revival and Management Reset Wendy’s will revive its chief operating officer role upon the August 31 departure of Pete Suerken, currently its U.S. president. Suerken will return as president and CEO of Quality Supply Chain Co-op, an independent purchasing cooperative in the Wendy’s system.

The COO position was eliminated more than six years ago and was last held by current CEO Bob Wright, who left Wendy’s in 2019. Wright later led Potbelly through a turnaround that culminated in its 2025 acquisition by RaceTrac. The filing said Wendy’s “is evaluating restructuring and reorganization efforts.”

The Operating Reality Behind the Bid U.S. same-restaurant sales at Wendy’s fell 7% in the second quarter, the sixth consecutive quarterly decline, while traffic dropped 12.5%. The company withdrew its 2026 financial outlook and cut its quarterly dividend to $0.07 a share.

Wendy’s closed 289 restaurants in the United States during the first half of 2026. Wright told analysts, “Traffic is down, our value proposition has slipped, and franchisee economics are under pressure. We can’t just do what we’ve always done better. We do have to innovate.” CFO Steve Cirulis added that “the real challenge for us has been that underlying traffic trend.”

Peer Restaurant Stocks in 2026 McDonald’s (NYSE:MCD) stock trades at $269.26 and is down 12% year to date through Tuesday’s close. The pullback reflects softer traffic across the fast-food burger category and gives McDonald’s a chance to reset expectations heading into the back half.

Restaurant Brands International (NYSE:QSR) stock trades at $77.52 and is up 14% year to date. Restaurant Brands is the only one of the three major listed burger operators in positive territory for the year, reflecting stronger execution at Burger King relative to peers.

Jack in the Box (NASDAQ:JACK) stock trades at $17.39 and is down 12% year to date. Jack in the Box remains in turnaround mode with an interim CEO and suspended capital returns, a reminder that Wendy’s is far from alone in the QSR reset cycle.

Sector ETF Context The Invesco Food & Beverage ETF (NYSEARCA:PBJ) trades at $48.76 and is up 8% year to date. It is a broad food and beverage fund rather than a restaurant-specific vehicle, so single-restaurant catalysts like the Wendy’s bid report get diluted.

Position sizing on PBJ should reflect the diluted exposure to any single name. A WEN takeover would move only a sliver of the basket.

What to Watch Shareholders can watch for a formal Trian consortium offer, which reporting suggests could arrive in the coming weeks. Any follow-up 8-K filing on the COO search or additional restructuring at Wendy’s could shape the next leg for the stock.

Commentary from Wright at the next quarterly update may set the tone for how quickly the operational turnaround catches up with the takeover narrative currently driving Wendy’s shares. A cautious approach and moderate position sizing make sense for anyone playing this as a special situation.

Contact [email protected] for any questions or corrections.

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E.J. Wunsch, president of international, disposed of 18,826 shares of The Wendy's Company (WEN -0.12%) on August 12, according to an SEC Form 4 filing.

Transaction summaryMetricValueTransaction value$163,000Shares sold (direct)18,826Post-transaction shares (directly held)131,764Post-transaction value$1.14 millionTransaction value based on SEC Form 4 weighted average sale price ($8.66); post-transaction value based on the August 12 market close ($8.66).

Key questionsWhat prompted this disposition of shares?
The transaction was non-discretionary and occurred as shares were withheld to cover tax liabilities resulting from the first vesting installments of restricted stock units granted to the insider in August 2025.What is the current equity position of the insider?
Wunsch maintains 131,764 shares held directly and also holds 187,311 derivative securities, including unvested units scheduled to vest on the second and third anniversaries of the grant date.How significant is the insider's remaining interest in the company?
Following this transaction, the insider retains a direct ownership stake representing approximately 0.069% of the company's total shares outstanding.What is the current scale of the company's operations?
The Wendy's Company maintains a restaurant system with 14,900 employees and reported trailing twelve-month net income of $126.1 million as of the August 14 disclosure.Company OverviewMetricValueShare Price (as of market close 2026-08-13)$8.65Market Capitalization$1.60 billionRevenue (TTM)$2.20 billionNet Income (TTM)$126.10 millionCompany SnapshotThe Wendy's Company operates a quick-service restaurant system offering hamburger and chicken sandwiches, chicken tenders and nuggets, chili, french fries, baked potatoes, salads, and Frosty desserts, generating revenue through company-operated locations and franchise royalties across the United States and international markets.The company operates through a franchise-centric business model, generating revenue from royalties, franchise fees, and rent from franchisees, while maintaining company-operated restaurants that serve as brand ambassadors and contribute directly to consolidated revenues.The Wendy's Company serves value-conscious consumers seeking quick-service dining options, targeting families, young professionals, and budget-focused customers in both domestic and international markets through its network of franchised and company-operated locations.The Wendy's Company is a major quick-service restaurant operator with a market capitalization of $1.60 billion and TTM revenues of $2.20 billion, positioning it as a significant player in the casual dining segment. The company's asset-light franchise model provides recurring revenue streams while maintaining operational flexibility and capital efficiency. Wendy's competitive positioning is anchored by its differentiated menu offerings, brand recognition, and established franchise infrastructure across multiple geographies.

What this transaction means for investorsThe context around this small tax withholding is what makes it worth a look. Wendy's stock has been on a tear lately, up sharply from its June lows, amid Reddit trader chatter and especially after reports that Nelson Peltz's Trian Fund Management is assembling a group to take the company private. So Wunsch had shares withheld for taxes at $8.66, into a stock moving on buyout speculation rather than its own results, which are the reason Peltz sees an opening.

Earlier this month, Wendy's reported its sixth straight quarter of same-store sales declines, with U.S. comparable sales down 7% last quarter, and it pulled its full-year forecast and halved its dividend. New CEO Bob Wright, who ran a similar going-private process at Potbelly, is leading a turnaround built around value, marketing, and digital. Peltz already controls more than 24% of the company between his personal and Trian stakes, so a bid would carry real weight. For a shareholder, the stock is now trading on whether that bid materializes and at what price, since a struggling burger chain with declining sales is worth less on its own numbers than a buyout might likely pay. That said, longer-term the performance will really hinge on a turnaround.

Jonathan Ponciano has no position in any of the stocks mentioned. The Motley Fool has no position in any of the stocks mentioned. The Motley Fool has a disclosure policy.

Matthew P. Spessard, chief information officer of The Wendy's Company (WEN -0.12%), disposed of 7,487 shares on August 12, according to an SEC Form 4 filing.

Transaction summaryMetricValueTransaction value$64,837.42Shares sold7,487Post-transaction shares (directly held)31,505Post-transaction value$272,833.30Transaction value based on SEC Form 4 weighted average sale price ($8.66); post-transaction value based on the August 12 market close ($8.66).

Key questionsWhat was the nature of this transaction?
The disposal of 7,487 shares was a non-discretionary event executed to satisfy tax withholding obligations triggered by the vesting of restricted stock units on August 12.How does this affect the insider's overall equity position?
Spessard retains direct ownership of 31,505 shares of common stock and also holds 51,934 derivative securities, including vested and unvested awards.What was the source of the shares disposed of in this filing?
The shares originated from the vesting of the first installment of restricted stock units granted on August 12, 2025, which included accrued dividend equivalent units.Company OverviewMetricValueShare Price (as of market close 2026-08-13)$8.65Market Capitalization$1.6 billionRevenue (TTM)$2.2 billionNet Income (TTM)$126.1 millionCompany SnapshotThe Wendy's Company operates a global quick-service restaurant system offering hamburger and chicken sandwiches, chicken tenders and nuggets, chili, french fries, baked potatoes, salads, and Frosty desserts, generating revenue through both company-operated and franchised restaurant locations.The company operates through a franchise-centric business model, generating revenue from company-operated restaurants and franchise fees, royalties, and rent payments from franchisees across its Wendy's U.S., Wendy's International, and Global Real Estate & Development segments.The company serves quick-service restaurant consumers in the United States and internationally, targeting value-conscious customers seeking quality fast-casual dining options with emphasis on fresh ingredients and customizable menu offerings.The Wendy's Company operates one of the largest quick-service restaurant systems globally with approximately 14,900 employees and a market capitalization of $1.6 billion. The company's strategic focus on franchise expansion and real estate optimization enables capital-efficient growth while maintaining operational control through its diversified segment structure. Wendy's competitive positioning centers on its differentiated menu offerings, particularly its fresh beef hamburgers and premium chicken products, which distinguish it within the competitive quick-service restaurant landscape.

What this transaction means for investorsTwo opposite forces are acting on Wendy's stock at once, and a routine bit of tax withholding by its technology chief sits well outside both. On one side, the shares have jumped from their June lows, partly on word that billionaire investor Nelson Peltz's Trian is lining up backers for a possible buyout. On the other, the business itself keeps weakening, which is the very reason a buyer sees an opening.

Spessard's corner of that business, digital, is one the company is counting on to help dig out. Wendy's just reported its sixth consecutive quarter of falling same-store sales, with U.S. comparable sales off 7%, and pulled its full-year guidance while cutting its dividend in half to pay for the fixes ahead. CEO Bob Wright, who took the permanent job in May, named a stronger digital experience among the handful of priorities meant to rebuild customer frequency, and Spessard seeminly owns that effort.

Ultimately, the shares are being pulled between a potential deal price and a turnaround that has barely started, and until Peltz either makes a formal offer or walks, that tension is what sets where the stock trades.

Jonathan Ponciano has no position in any of the stocks mentioned. The Motley Fool has no position in any of the stocks mentioned. The Motley Fool has a disclosure policy.

Bloomberg's Matt Monks joins Romaine Bostick on "Bloomberg Deals." Shares of Wendy's jumped to their highest in seven weeks after the Financial Times reported that Nelson Peltz's Trian Fund Management is preparing a bid to take the struggling fast-food chain private.

Wendy's (WEN +14.70%) 's largest shareholder is reportedly preparing a bid to take the fast-food company private. In anticipation of a premium-priced buyout, investors piled into the stock on Wednesday, sending it to a nearly 15% gain.

Hungry for change That morning, the Financial Times published a story stating that Trian Fund Management, headed by star investor Nelson Peltz, is leading the go-private effort. Citing unidentified "people familiar with the matter," the business newspaper said that Trian has backing from a consortium of investors. This group apparently includes UAE-based investment firm BlueFive Capital.

Image source: Getty Images.

The FT's sources said that the consortium might submit an offer for Wendy's within the next few weeks. As usual in such situations, they added that the timing could shift, or the bid not be submitted at all.

Trian has been a longtime institutional investor in Wendy's, having purchased its initial stake in 2005. It currently holds over 16% of the fast food company's equity. In February, Trian disclosed that it was soliciting potential investors to help evaluate strategic options, including a go-private bid.

The FT quoted Wendy's as saying that it "would thoroughly review any proposal submitted by Trian consistent with its fiduciary duties."

Trian has not yet officially commented on the article.

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Slowdown in quick service Although the reported move on Wendy's has been developing for months, it might be gathering momentum now for good reason. Recent research indicates that growth in the quick-service restaurant (QSR) industry has slowed, affecting sector stocks. On top of that, Wendy's share price slumped after the company announced a dividend cut last week.

The company might be better off in private hands, rather than as a publicly traded entity that has to keep shareholders happy. I think it's never wise to buy or hold onto a stock purely on the hope that its price will rise in a takeover. Especially after Wendy's price pop on Wednesday, I'd stick to that principle.

Eric Volkman has no position in any of the stocks mentioned. The Motley Fool has no position in any of the stocks mentioned. The Motley Fool has a disclosure policy.

Wendy’s Co. (NYSE:WEN) short interest is climbing back above 43% of float, reviving squeeze speculation in the stock.

As of Aug. 11, 2026, 43.30% of Wendy’s float was sold short, per Benzinga Pro data. This follows 42.35% short as of the July 24 effective date on a 135.85 million-share float with 57.53 million shares short, after the dataset’s peak of 44.16% short on July 10.

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Retail Traders Drive Wendy’s Momentum Retail traders have been actively engaging with Wendy’s stock, contributing to its recent momentum. On June 25, a viral post on WallStreetBets urged traders to rally around Wendy’s, sparking a surge in interest. Jim Cramer Recommends Taking Profits In this high-short-interest environment, Jim Cramer advised investors to take profits in Wendy’s if they bought during the meme stock surge. On July 8, Cramer expressed his preference for earnings momentum over takeover momentum, suggesting investors capitalize on gains made during periods of heightened interest. Wendy’s recently appointed Steve Cirulis as CFO and chief strategy officer, succeeding Ken Cook.

Technical AnalysisWendy’s experienced its largest one-day move in available history with a 25.66% increase on June 24. The stock is currently trading at $7.68, which is +3.99% above its 50-day simple moving average of $7.39, but -0.19% below its 200-day simple moving average of $7.70.

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This content was partially produced with the help of AI tools and was reviewed and published by Benzinga editors.

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A man orders food through the drive-thru at a Wendy's restaurant in Ciudad Juarez, Mexico, September 26, 2024. REUTERS/Jose Luis Gonzalez/File Photo Purchase Licensing Rights, opens new tab

CompaniesAug 12 (Reuters) - Nelson Peltz's Trian Fund Management is forming a consortium of investors to take U.S. fast-food chain Wendy's (WEN.O), opens new tab private, a source familiar ​with the matter told Reuters on Wednesday.

The group could include Bugatti-backer ‌BlueFive Capital and Flynn Group, one of Wendy's longest-serving franchisees, and is likely to submit a bid in the coming weeks, the source said.

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Wendy's shares rose about 14%.

The potential take-private deal comes as ​the chain grapples with sluggish demand and a fresh leadership team evaluates strategic options ​as part of a broader turnaround effort.

The challenges mirror those across ⁠the U.S. fast-food industry, where discounts are proving less effective at drawing budget-conscious consumers, prompting ​Wendy's to withdraw its fiscal 2026 forecast last week after reporting a decline in quarterly ​comparable sales.

Peltz, who had previously explored a takeover of Wendy's in 2022, holds a 16.24% stake in Wendy's - up from 16.09% held in July last year. During the same period, Trian's stake rose ​to 7.85% from 7.78%, according to a regulatory filing.

The exact timing of the ​bid could change, the source cautioned. The Financial Times first reported the news on Wednesday.

Wendy's, which ‌has a ⁠market value of about $1.44 billion, according to data compiled by LSEG, said it would thoroughly review any proposal submitted by Trian in line with its fiduciary duties.

Trian, BlueFive Capital and Flynn Group did not immediately respond to requests for comment.

One of ​the best-known activist investors, ​Peltz helped found ⁠Trian in 2005 and has since campaigned to oust management and board members and change strategy at various companies. Earlier this ​year, the billionaire said that he is open to buying more ​companies outright.

In ⁠recent years, buyout firms have tried to buy other publicly traded restaurants, including Papa John's, which has fended off offers from Irth Capital and Apollo Global over the last year.

Meanwhile, ⁠Yum Brands (YUM.N), opens new tab ​owned Pizza Hut agreed to sell itself, except for ​its China business, to private equity firm LongRange Capital in June.

Reporting by Neil J Kanatt and Abigail Summerville, ​additional reporting by Anuja Bharat Mistry and Angela Christy M; Editing by Shailesh Kuber

Our Standards: The Thomson Reuters Trust Principles., opens new tab

Abigail is on the M&A team and writes about consumer and retail deals. She joined Reuters in 2022 from Debtwire where she covered leveraged finance and the primary debt market for three years. Previously, her work has appeared in the Wall Street Journal, CNBC and the Boston Business Journal. She majored in business journalism at Washington and Lee University.

Nelson Peltz’s Trian Fund Management is forming a consortium of investors for a take-private bid for fast-food chain Wendy’s, according to a source familiar with the matter.

The group could include Bugatti-backer BlueFive Capital and Flynn Group, one of the burger restaurant’s longest franchisees, and a bid could be submitted in the coming weeks, the source said.

Shares of the company were up about 15% on Wednesday.

Nelson Peltz’s Trian Fund Management is forming a consortium of investors for a take-private bid for fast-food chain Wendy’s, a source said. REUTERS The potential take-private deal comes as the chain grapples with sluggish demand and a fresh leadership team evaluates strategic options as part of a broader turnaround effort.

The challenges mirror those across the US fast-food industry, where discounts are proving less effective at drawing budget-conscious consumers, prompting Wendy’s last week to withdraw its fiscal 2026 forecast after reporting a decline in quarterly comparable sales.

Peltz, who had previously explored a takeover of Wendy’s in 2022, holds a 16.24% stake in Wendy’s – up from 16.09% held in July last year. 

During the same period Trian’s stake rose to 7.85% from 7.78%, according to a filing.

The exact timing of the bid could change, sources cautioned. The Financial Times first reported the news on Wednesday.

Wendy’s, which has a market valuation of about $1.44 billion according to data compiled by LSEG, said it would thoroughly review any proposal submitted by Trian consistent with its fiduciary duties.

Peltz, a longtime Wendy’s shareholder, holds a 16.24% stake. AP Trian, BlueFive Capital and Flynn Group did not immediately respond to requests for comment.

One of the best-known activist investors, Peltz helped found Trian in 2005 and has since campaigned to oust management and board members and change strategy at various companies. Earlier this year, the billionaire said that he is open to buying more companies outright.

In recent years, buyout firms have tried to buy other publicly traded restaurants, including Papa John’s, which has fended off offers from Irth Capital and Apollo Global over the last year.

Meanwhile, Yum Brands owned Pizza Hut agreed to sell itself, except for its China business, to private equity firm LongRange Capital in June.

The Wendy's Company remains a Strong Buy as decisive turnaround actions under the new CEO can help unlock significant value potential. The 50% dividend cut reallocates over $50 million annually to fund turnaround initiatives, strengthen the balance sheet, and support long-term growth. Despite a 6.5% drop in Q2 global sales and ongoing macro headwinds, WEN's free cash flow and conservative valuation provide a strong margin of safety.

It's safe to say that on Monday, investors weren't lining up at the counter to buy the hamburger that is Wendy's (WEN -5.07%) stock. Several new analyst takes on both the quick-service restaurant (QSR) industry generally and Wendy's specifically dampened investor morale on the company's shares. Wendy's closed the day down by more than 5%.

Not such a tasty stock Before market open, Jefferies published a report citing data it had compiled on QSRs in July. Its findings indicate that same-restaurant sales for the industry ticked up 1.7% year over year, which was down roughly 10 basis points from the June percentage. More worryingly, overall traffic (i.e., the number of customers visiting) fell by 2.1%.

Image source: Getty Images.

Jefferies wrote in its report that the cyclospora outbreak negatively affected the business, as did weather disruptions from wildfires in Canada.

Also that morning, two analysts reiterated their rather lukewarm takes on Wendy's stock. BMO Capital's Andrew Strelzik maintained his market perform (hold, in other words) recommendation and $8 per share price target, while Logan Reich at RBC Capital maintained a similar rating with a $7 per share price target.

Morgan Stanley's Brian Harbour took it one step further, reducing his fair value assessment on the fast-food specialist to $5.50 per share from $7. He also kept his recommendation intact, in his case underweight (sell).

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The Wright stuff? These analyses come on the heels of Wendy's second-quarter earnings release, which was published last Friday morning. Although the company topped the consensus analyst estimate for revenue and edged past that for profitability, it announced a dividend cut that was not exactly greeted with enthusiasm by investors. It also withdrew its full-year guidance.

While the company's May announcement that it tapped turnaround artist Bob Wright as CEO was an encouraging development, he's got his work cut out for him. Wendy's feels like something of a tired brand, slinging burgers and other menu items that either aren't hot items, sold by many competitors, or both. I'd pass on owning its stock.

Eric Volkman has no position in any of the stocks mentioned. The Motley Fool has positions in and recommends Jefferies Financial Group. The Motley Fool has a disclosure policy.

Wendy’s deals might be “biggie.” But it’s performance this year hasn’t been. 

On an earnings call that felt more like a public reckoning, executives for The Wendy’s Co. shared that the Dublin, Ohio-based chain was “clearly not earning at [its] potential.” 

In the first half of the year, Wendy’s faced slowing sales, lower restaurant traffic, and a slew of store closures.

The company announced it will cut its dividend in half—from 14 cents a share to 7 cents—as it attempts to stabilize profit through a struggling turnaround.

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Q2 insights: Sales dipped and stores closedDespite a net income of $32.6 million, Wendy’s saw sales drop by 6.5% in the second quarter, with U.S. same-store sales down 7% and international same-store sales down 2.3%.

U.S. restaurants saw a 12.5% decrease in traffic this quarter, which Wendy’s CFO Steve Cirulis attributed to limiting discounts and reducing or cutting breakfast operation hours.

“Our traffic, our value proposition, and franchise economics are not meeting our expectations,” Wendy’s CEO Bob Wright said in a statement.

Explore Topicswendys

Wendy's new CEO is embarking on a turnaround initiative, while acknowledging that issues around food quality and service have turned customers away.

2 Short Squeezes for Summer Speculation: What the Bears Are Getting WrongWendy's NASDAQ: WEN reported weaker second-quarter results as U.S. traffic declines, pressure on franchisee economics and what new Chief Executive Officer Bob Wright described as erosion in the brand’s quality and value proposition weighed on performance.

Global systemwide sales declined 6.5% on a constant-currency basis in the fiscal 2026 second quarter. U.S. same-restaurant sales fell 7%, while international same-restaurant sales declined 2.3%. Adjusted EBITDA fell $22.5 million from the prior year to $124.1 million, and adjusted earnings per share was $0.18.

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Burger King’s Turnaround Is Putting Restaurant Brands Back in FocusWright, who recently returned to Wendy’s after previously serving as an executive at the company and most recently led Potbelly Sandwich Works, said the chain is beginning a turnaround effort centered on menu quality, value, operations, marketing, digital capabilities and restaurant economics.

Traffic Declines Drive Sales Pressure Chief Financial Officer and Chief Strategy Officer Steve Cirulis said the U.S. same-store sales decline was driven by a 12.5% decrease in traffic, partly offset by a 5.6% increase in average check. Reduced discounting and the reduction or elimination of breakfast hours at some locations also affected traffic.

Short Sellers Are Piling Into Wingstop, But Analysts See Big UpsideCirulis said U.S. same-store sales improved sequentially by 80 basis points from the first quarter to the second quarter, but traffic remained negative by double digits during each period of the quarter. U.S. same-store sales declined 6.4% in April, 7.5% in May and 7% during the final period of the quarter, he said.

New product launches and the company’s Minions & Monsters movie collaboration supported average check but did not generate the expected traffic increase, Cirulis said. Traffic in July was consistent with second-quarter trends, and the company does not expect to return to year-over-year systemwide sales growth in either the third or fourth quarter.

International systemwide sales grew 3.4%, supported by new restaurant development, although international same-store sales declined 2.3%, primarily because of a challenging consumer and competitive environment in Canada. Excluding Canada, international sales rose 8.6%, including positive same-store sales.

Leadership Identifies Quality, Value and Operations Gaps Wright said Wendy’s has “not” been performing at its potential, citing declining traffic, weakened value offerings, inconsistent operational execution and marketing that has not sufficiently driven restaurant visits.

He said the company has allowed cost and efficiency decisions to weaken certain parts of its quality differentiation over time. Wendy’s continues to have core attributes including fresh, never frozen beef, produce prepared in restaurants and made-to-order sandwiches, but Wright said the company needs to better execute and communicate those advantages.

“Our quality differentiation has eroded, our value proposition has weakened, and we have not consistently delivered the experience customers expect from Wendy’s,” Wright said.

On value, he said the Biggie platform has become increasingly complex and “value diluting.” He outlined an approach that would address value across the core menu, everyday value offerings and promotional activity rather than limiting value perception to a specific section of the menu.

Operational priorities include better management of peak drive-thru traffic, appropriate staffing, stronger training and improved systems and performance management. Wright also said marketing needs to shift from an overreliance on one-off promotions and collaborations toward a more consistent brand narrative.

Turnaround Plan Targets Five Areas Wright said Wendy’s will provide a full strategic plan at its next quarterly update. The company has identified five focus areas:

Strengthening the menu through food quality, product development and value-oriented pricing architecture. Developing distinct branding and marketing intended to build customer connection and traffic. Improving operational execution through standards, processes, training and organizational support. Enhancing digital experiences, including analytics, loyalty, restaurant technology and third-party delivery integration. Improving four-wall economics, restaurant investment returns, franchisee health and eventual domestic unit growth. Wright said the company has begun using outside brand, business and strategy resources, while also evaluating restructuring and organizational changes. He said some changes will require enhanced or new capabilities and that the company will assess targeted investments based on their potential to improve traffic, restaurant economics or long-term shareholder value.

The company opened 21 U.S. restaurants and 27 international restaurants during the quarter. U.S. company-operated restaurants outperformed the broader U.S. system by 280 basis points in same-store sales, while U.S. customer satisfaction scores improved, according to Wright.

Margins, Cash Flow and Capital Allocation Total adjusted revenue declined 1.4% from the prior year to $443.2 million, reflecting lower franchise royalty revenue and rental income, partly offset by higher company-operated restaurant sales following restaurant acquisitions in the third quarter of 2025.

Global company-operated restaurant margin was 13.6%, while U.S. company-operated margin was 13.8%. Cirulis said U.S. margin declined because of approximately 9% commodity cost inflation, including higher beef costs and product-upgrade investments, as well as lower traffic and roughly 4% labor rate inflation.

Capital expenditures and restaurant development investments totaled $26 million in the quarter, including $8.3 million for technology initiatives and $12.8 million in restaurant development. First-half free cash flow was $120.3 million, up $10.8 million year over year, primarily due to lower cash taxes, capital expenditures and franchise development fund investments.

Wendy’s ended the quarter with approximately $380 million in cash and a net leverage ratio of 5.0 times. Cirulis said leverage is expected to remain elevated in the near term, with the company anticipating a refinancing of approximately $430 million of debt maturing in March 2028, either later this year or in early 2027.

The company announced a quarterly dividend of $0.07 per share and said it does not anticipate share repurchases in 2026. Approximately $35 million remains under its existing repurchase authorization, which expires in February 2027.

Wendy’s withdrew its full-year 2026 financial outlook as the new leadership team evaluates the turnaround plan and the allocation of capital. Cirulis said the company expects continued pressure on company-operated margins, adjusted EBITDA and adjusted net income in the second half from sales deleverage, anticipated full-year commodity inflation of 5% to 6%, and increased spending on personnel and professional services supporting the turnaround.

About Wendy's (NASDAQ:WEN)The Wendy's Company NASDAQ: WEN operates as a global quick-service restaurant chain, best known for its square-shaped beef patties, fresh ingredient sourcing and signature Frosty dessert. The company's menu features a variety of hamburgers, chicken sandwiches, salads, breakfast sandwiches, sides and beverages, designed to appeal to a broad customer base seeking both classic and contemporary fast-food options. Wendy's has placed particular emphasis on product innovation, introducing limited-time offerings and revamped core menu items to maintain customer interest and respond to evolving dining trends.

Founded in 1969 by entrepreneur Dave Thomas in Columbus, Ohio, Wendy's expanded rapidly through both company-owned and franchised outlets.

This instant news alert was generated by narrative science technology and financial data from MarketBeat in order to provide readers with the fastest reporting and unbiased coverage. Please send any questions or comments about this story to [email protected].

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Should You Invest $1,000 in Wendy's Right Now?Before you consider Wendy's, you'll want to hear this.

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Wendy’s Co (NASDAQ:WEN) reported second-quarter 2026 results Friday, beating revenue and adjusted EPS estimates despite continued weakness in its U.S. business.

Revenue rose 1.7% year over year to $570.6 million, above the $557.185 million estimate. Adjusted EPS of 18 cents topped the 17 cents estimate but fell from 29 cents a year earlier.

Net income fell 40.8% to $32.6 million, while adjusted EBITDA dropped 15.4% to $124.1 million.

• Wendy’s stock is trading at depressed levels. Where are WEN shares going?

U.S. Weakness Pressures SalesGlobal systemwide sales fell 6.5% to $3.42 billion, including an 8.2% decline in the U.S. and 3.4% growth internationally.

U.S. same-restaurant sales fell 7%, while international same-restaurant sales declined 2.3%.

Wendy’s opened 21 U.S. and 27 international restaurants, ending the quarter with 7,180 locations globally.

Company-operated restaurants outperformed the broader system in same-restaurant sales, while U.S. customer satisfaction scores improved.

Margins and Profit DeclineU.S. company-operated restaurant margin fell 240 basis points to 13.8%.

The decline reflected commodity inflation, lower traffic and higher labor rates, partly offset by higher average check and labor efficiencies.

G&A expense rose to $66.2 million from $59.5 million, while operating profit fell 24% to $79.3 million.

Revenue benefited from higher advertising funds revenue, non-recurring vendor incentives and restaurant acquisitions, partly offset by lower franchise royalty and rental income.

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Cash Flow Remains HigherFirst-half operating cash flow rose 9.6% to $160 million, while free cash flow increased 9.9% to $120.3 million.

Cash and cash equivalents stood at $341.2 million. Long-term debt totaled $2.72 billion, plus $29.8 million classified as current debt.

Turnaround Takes PriorityCEO Bob Wright said quality has eroded and Wendy’s is not delivering the experience customers expect.

The turnaround will focus on menu quality and value, marketing, operational execution, digital engagement and restaurant-led growth.

Wendy’s withdrew its 2026 outlook and cut its quarterly dividend to 7 cents from 14 cents per share.

Management expects second-half sales trends to remain similar to the second quarter, with continued traffic pressure and margin headwinds from sales deleverage and 5% to 6% commodity inflation.

WEN Price Action: Wendy’s shares were up 0.61% at $7.44 at the time of publication on Friday, according to Benzinga Pro data.

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Wendy’s (Nasdaq: WEN) moved into reset mode after withdrawing its 2026 outlook and cutting its dividend while new CEO Bob Wright attempts to right the ship. The update puts the stock firmly in turnaround territory, with investors now weighing weaker near-term visibility against the possibility of a broader operational fix.

Contact [email protected] for any questions or corrections.

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New leadership shares initial assessment while formulating comprehensive turnaround plan

Generated revenue of $571 million and global systemwide sales of approximately $3.4 billion

Generated net income of $32.6 million and adjusted EBITDA of $124.1 million

Company withdraws 2026 outlook and announces a reduction in its dividend to support the turnaround

, /PRNewswire/ -- The Wendy's Company (Nasdaq: WEN) today reported unaudited results for the second quarter ended June 28, 2026.

Key highlights for the quarter ended June 28, 2026, compared to June 29, 2025:

Global systemwide sales decreased 6.5%, driven by an 8.2% decline in the U.S., partially offset by 3.4% growth in international U.S. same-restaurant sales decreased 7.0% and international same-restaurant sales decreased 2.3% Net income was $32.6 million and adjusted EBITDA was $124.1 million Reported diluted earnings per share was $0.17 and adjusted earnings per share was $0.18 Net cash provided by operating activities was $160.0 million for the first half of the year and free cash flow was $120.3 million for the first half of the year "Wendy's is an iconic brand with exceptional assets. Today we are clearly not performing at our potential. I returned to Wendy's because I believe we can fix our issues and I am excited to work with our team and our franchisees to drive a strong turnaround," said Bob Wright, President and Chief Executive Officer of The Wendy's Company. "Our traffic, our value proposition and franchisee economics are not meeting our expectations. We have already begun taking action across five areas that we've identified to drive the turnaround: rebuilding a quality menu at compelling value, marketing that drives demand, operational excellence, a digital experience that builds frequency, and restaurants as an engine for growth. We are updating our capital allocation to provide flexibility to support our turnaround across these actions and fund our plan for growth. Wendy's quality heritage provides a strong foundation for the turnaround and I am confident we can translate that equity into a proposition that's relevant to today's fast-evolving QSR landscape."

Operational Highlights

2025

2026

Second Quarter

US 

Intl 

Global  

US 

Intl 

Global  

Systemwide Sales Growth (1) (2)

(3.3) %

8.7 %

(1.8) %

(8.2) %

3.4 %

(6.5) %

Same-Restaurant Sales Growth (1) (2)

(3.6) %

1.8 %

(2.9) %

(7.0) %

(2.3) %

(6.3) %

Systemwide Sales (In US$ Millions) (2) (3)

$3,131.3

$528.9

$3,660.2

$2,875.8

$546.7

$3,422.5

Restaurant Openings - Total / Net

21 / 9

23 / 17

44 / 26

21 / (81)

27 / 10

48 / (71)

Quarter End Restaurant Count

5,967

1,367

7,334

5,724

1,456

7,180

Year-to-Date

 US  

Intl  

Global  

US 

Intl  

Global 

Systemwide Sales Growth (1) (2)

(3.0) %

8.8 %

(1.4) %

(7.7) %

4.6 %

(6.0) %

Same-Restaurant Sales Growth (1) (2)

(3.2) %

2.1 %

(2.5) %

(7.4) %

(1.4) %

(6.5) %

Systemwide Sales (In US$ Millions) (2) (3)

$6,047.4

$1,002.1

$7,049.5

$5,578.7

$1,064.7

$6,643.4

Restaurant Openings - Total / Net

49 / 34

69 / 60

118 / 94

44 / (245)

54 / 28

98 / (217)

(1) Systemwide sales growth and same-restaurant sales growth are calculated on a constant currency basis and include sales by both
Company-operated and franchise restaurants.

(2) Excludes Argentina.

(3) Systemwide sales include sales at both Company-operated and franchise restaurants.

Financial Highlights

Second Quarter

Year-to-Date

2025

2026

B / (W)  

2025

2026

 B / (W)  

($ In Millions Except Per Share Amounts)

(Unaudited)

Total Revenues

$  560.9

$  570.6

1.7 %

$ 1,084.4

$ 1,111.2

2.5 %

Adjusted Revenues (1)

$  449.6

$  443.2

(1.4) %

$    872.7

$   875.4

0.3 %

U.S. Company-Operated Restaurant Margin

16.2 %

13.8 %

(240)bps

15.6 %

12.7 %

(290)bps

General and Administrative Expense

$    59.5

$    66.2

(11.3) %

$   127.7

$  139.0

(8.8) %

Operating Profit

$  104.3

$    79.3

(24.0) %

$   187.4

$  144.2

(23.1) %

Net Income

$    55.1

$    32.6

(40.8) %

$     94.3

$    55.3

(41.4) %

Adjusted EBITDA (1)

$  146.6

$  124.1

(15.4) %

$   271.2

$  235.4

(13.2) %

Reported Diluted Earnings Per Share

$    0.29

$    0.17

(41.4) %

$     0.48

$    0.29

(39.6) %

Adjusted Earnings Per Share (1)

$    0.29

$    0.18

(37.9) %

$     0.49

$    0.30

(38.8) %

Cash Flow from Operations

$  146.0

$  160.0

9.6 %

Free Cash Flow (1)

$  109.5

$  120.3

9.9 %

(1) See "Disclosure Regarding Non-GAAP Financial Measures" and the reconciliation tables that accompany this release for a
discussion and reconciliation of the non-GAAP financial measures included in this release.

Second Quarter Financial Highlights

Systemwide Sales 
The decrease in global systemwide sales was primarily driven by lower U.S. same-restaurant sales and a decrease in the number of restaurants in the U.S.

Total Revenues
The increase in total reported revenues resulted primarily from higher advertising funds revenue due to local advertising funds being reallocated to U.S. national advertising and non-recurring vendor incentives, and higher Company-operated restaurant sales reflecting the Company's acquisition of franchise-operated restaurants during the third quarter of 2025. These were partially offset by lower franchise royalty revenue and franchise rental income.

U.S. Company-Operated Restaurant Margin
The decrease in U.S. Company-operated restaurant margin was primarily due to commodity inflation, a decline in traffic, and labor rate inflation. These were partially offset by an increase in average check and labor efficiencies.

General and Administrative Expense
The increase in general and administrative expense was primarily due to investments in professional services and employee compensation and benefits.

Operating Profit
The decrease in operating profit was primarily due to lower franchise royalty revenue, an increase in general and administrative expense, a decrease in U.S. Company-operated restaurant margin, and lower net franchise fees.

Net Income
The decrease in reported net income was primarily due to a decrease in operating profit and an increase in interest expense, partially offset by lower income taxes.

Adjusted EBITDA
The decrease in adjusted EBITDA was primarily driven by lower franchise royalty revenue, an increase in general and administrative expense, a decrease in U.S. Company-operated restaurant margin, and lower net franchise fees, primarily due to an increase in the provision for doubtful accounts.

Adjusted Earnings Per Share
The decrease in adjusted earnings per share was primarily driven by a decrease in adjusted EBITDA.

Year to Date Free Cash Flow
The increase in free cash flow was driven by a decrease in cash taxes, capital expenditures, and investments associated with the Company's franchise development fund, partially offset by lower net income adjusted for non-cash items.

Company Declares Quarterly Dividend
The Company announced today a reduction to its dividend to create additional flexibility to invest in initiatives in support of its turnaround. The updated annualized rate is $0.28 per share. The Company announced today the declaration of a quarterly cash dividend payment of $0.07 per share. The dividend is payable on September 15, 2026, to shareholders of record as of September 1, 2026.

Share Repurchases
The Company did not repurchase any shares in the second quarter of 2026 and has not repurchased any shares in the third quarter of 2026 as of the date of this release. As of July 31, approximately $35.0 million remained available under the Company's existing share repurchase authorization that expires in February 2027. 

2026 Outlook 
The Company is withdrawing its 2026 financial outlook. The Company's new leadership is taking the opportunity to fully assess the business opportunities and formulate a comprehensive turnaround plan, including the optimal deployment of capital.

Conference Call and Webcast
The Company will host a conference call today, Friday, August 7, at 8:30 a.m. ET, with a simultaneous webcast from the Company's Investor Relations website at www.irwendys.com. The related presentation materials are now available on the Company's Investor Relations website. The live conference call will be available by telephone at (833) 461-5787 for North American callers and (585) 542-9983 for international callers, both using event ID 791 958 064. A replay of the webcast will be available on the Company's Investor Relations website.

About Wendy's
The Wendy's Company (Nasdaq: WEN) and Wendy's® franchisees employ hundreds of thousands of people across more than 7,000 restaurants worldwide. Founded in 1969, Wendy's is committed to the promise of Fresh Famous Food, Made Right, For You, delivered to customers through its craveable menu including made-to-order square hamburgers using fresh beef*, and fan favorites like the Spicy Chicken Sandwich and nuggets, Baconator®, and the Frosty® dessert. Wendy's supports the Dave Thomas Foundation for Adoption®, established by its founder, which seeks to dramatically increase the number of adoptions of children waiting in North America's foster care system. Learn more about Wendy's at www.wendys.com. For details on franchising, visit www.wendys.com/franchising. Connect with Wendy's on X, Instagram and Facebook.

*Fresh beef available in the contiguous U.S. and Alaska, as well as Canada, Mexico, Puerto Rico, the UK, and other select international markets.

Investor Contact:
Aaron Broholm
Head of Investor Relations
(614) 764-3345; [email protected]

Media Contact:
Heidi Schauer
Vice President – Communications, Public Affairs & Customer Care
(614) 764-3368; [email protected] 

Forward-Looking Statements
This release contains 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," "annualized," "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 the Company's 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 such forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. The Company's actual results, performance and achievements may differ materially from any future results, performance or achievements expressed or implied by the Company's forward-looking statements.

Many important factors could affect the Company's future results and cause those results to differ materially from those expressed in or implied by the Company's forward-looking statements.  Such factors include, but are not limited to, the following: (1) the impact of competition or poor customer experiences at Wendy's restaurants; (2) adverse economic conditions or volatility or disruptions, including in regions with a high concentration of Wendy's restaurants; (3) changes in discretionary consumer spending and consumer tastes and preferences; (4) conditions beyond the Company's control, such as adverse weather conditions, natural disasters, hostilities, social unrest, health epidemics or pandemics or other catastrophic events; (5) impacts to the Company's corporate reputation or the value and perception of the Company's brand; (6) the effectiveness of the Company's marketing and advertising programs and new product development; (7) the Company's ability to manage the impact of social or digital media; (8) the Company's ability to protect its intellectual property; (9) food safety events or health concerns involving the Company's products; (10) the Company's ability to successfully implement important strategic initiatives, effectively managing or maintaining growth and market share across its dayparts or executing strategic transactions; (11) the Company's ability to grow its business through new restaurant development; (12) the Company's ability to effectively manage the acquisition and disposition of restaurants and other restaurant activity; (13) risks associated with leasing and owning significant amounts of real estate, including environmental matters; (14) risks associated with the Company's international operations, including the ability to execute its international growth strategy; (15) changes in commodity and other operating costs; (16) shortages or interruptions in the supply or distribution of the Company's products and other risks associated with the Company's independent supply chain purchasing co-op; (17) the impact of increased labor costs or labor shortages; (18) the continued succession and retention of key personnel and the effectiveness of the Company's leadership and organizational structure; (19) risks associated with the Company's digital commerce strategy, platforms and technologies, including its ability to adapt to changes in industry trends and consumer preferences; (20) the Company's and its franchisees' dependence on computer systems and information technology, including risks associated with the failure or interruption of its systems or technology or the occurrence of cybersecurity incidents or deficiencies; (21) risks associated with the Company's securitized financing facility and other debt agreements, including compliance with operational and financial covenants, restrictions on its ability to raise additional capital, the impact of its overall debt levels and the Company's ability to generate sufficient cash flow to meet its debt service obligations and operate its business; (22) risks associated with the Company's capital allocation policy, including the amount and timing of equity and debt repurchases and dividend payments; (23) risks associated with complaints and litigation, compliance with legal and regulatory requirements and a focus on corporate responsibility issues; (24) risks associated with the availability and cost of insurance, the recognition of impairment or other charges, changes in tax rates or tax laws and fluctuations in foreign currency exchange rates; (25) risks associated with the Company's predominantly franchised business model; (26) Trian Fund Management, L.P. and certain of its affiliates filed a Schedule 13D/A with the Securities and Exchange Commission on February 18, 2026 indicating, among other things, that they intend to explore and evaluate the possibility of participating, alone or with third parties, in certain potential transactions with respect to the Company to enhance stockholder value; there can be no assurance that (i) any such potential transactions will occur or result in additional value for the Company's stockholders or (ii) that the exploration of potential transactions will not have an adverse impact on the Company's business; and (27) other risks and uncertainties cited in the Company's releases, public statements and/or filings with the Securities and Exchange Commission, including those identified in the "Risk Factors" sections of the Company's Forms 10-K and 10-Q.

All future written and oral forward-looking statements attributable to the Company or any person acting on its 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 the Company currently deems immaterial may become material, and it is impossible for the Company to predict these events or how they may affect the Company.

The Company assumes no obligation to update any forward-looking statements after the date of this release as a result of new information, future events or developments, except as required by federal securities laws, although the Company may do so from time to time. The Company does not endorse any projections regarding future performance that may be made by third parties.

Disclosure Regarding Non-GAAP Financial Measures
In addition to the financial measures presented in this release in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"), the Company has included certain non-GAAP financial measures in this release, including adjusted revenue, adjusted EBITDA, adjusted earnings per share, and free cash flow.

The Company uses adjusted revenue, adjusted EBITDA and adjusted earnings per share as internal measures of business operating performance and as performance measures for benchmarking against the Company's peers and competitors. Adjusted EBITDA is also used by the Company in establishing performance goals for purposes of executive compensation. The Company believes its presentation of adjusted revenue, adjusted EBITDA and adjusted earnings per share provides a meaningful perspective of the underlying operating performance of our current business and enables investors to better understand and evaluate our historical and prospective operating performance. The Company believes these non-GAAP financial measures are important supplemental measures of operating performance because they eliminate items that vary from period to period without correlation to our core operating performance and highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. Due to the nature and/or size of the items being excluded, such items do not reflect future gains, losses, expenses or benefits and are not indicative of our future operating performance. The Company believes investors, analysts and other interested parties use adjusted revenue, adjusted EBITDA, and adjusted earnings per share in evaluating issuers, and the presentation of these measures facilitates a comparative assessment of the Company's operating performance in addition to the Company's performance based on GAAP results.

This release also includes disclosure regarding the Company's free cash flow. Free cash flow is a non-GAAP financial measure that is used by the Company as an internal measure of liquidity. The Company defines free cash flow as cash flows from operations minus (i) capital expenditures, (ii) expenditures related to the Company's franchise development fund and (iii) the net change in the restricted operating assets and liabilities of the advertising funds and any excess/deficit of advertising funds revenue over advertising funds expense included in net income, as reported under GAAP.  The impact of our advertising funds is excluded because the funds are used solely for advertising and are not available for the Company's working capital needs. The Company may also make additional adjustments for certain non-recurring or unusual items to the extent identified in the reconciliation tables that accompany this release. The Company believes free cash flow is an important liquidity measure for investors and other interested persons because it communicates how much cash flow is available for working capital needs or to be used for repurchasing shares, paying dividends, repaying or refinancing debt, financing possible acquisitions or investments or other uses of cash.

Adjusted revenue, adjusted EBITDA, adjusted earnings per share, and free cash flow are not recognized terms under GAAP, and the Company's presentation of these non-GAAP financial measures does not replace the presentation of the Company's financial results in accordance with GAAP. Because all companies do not calculate adjusted revenue, adjusted EBITDA, adjusted earnings per share, and free cash flow (and similarly titled financial measures) in the same way, those measures as used by other companies may not be consistent with the way the Company calculates such measures. The non-GAAP financial measures included in this release should not be construed as substitutes for or better indicators of the Company's performance than the most directly comparable GAAP financial measures.  See the reconciliation tables that accompany this release for additional information regarding certain of the non-GAAP financial measures included herein.

Key Business Measures
The Company tracks its results of operations and manages its business using certain key business measures, including same-restaurant sales, systemwide sales and Company-operated restaurant margin, which are measures commonly used in the quick-service restaurant industry that are important to understanding Company performance.

Same-restaurant sales and systemwide sales each include sales by both Company-operated and franchise restaurants. The Company reports same-restaurant sales for new restaurants after they have been open for 15 continuous months and for reimaged restaurants as soon as they reopen. Restaurants temporarily closed for more than one fiscal week are excluded from same-restaurant sales.

Franchise restaurant sales are reported by our franchisees and represent their revenues from sales at franchised Wendy's restaurants. Sales by franchise restaurants are not recorded as Company revenues and are not included in the Company's consolidated financial statements. However, the Company's royalty revenues are computed as percentages of sales made by Wendy's franchisees and, as a result, sales by franchisees have a direct effect on the Company's royalty revenues and profitability.

Same-restaurant sales and systemwide sales exclude sales from Argentina due to the highly inflationary economy of that country.

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.

U.S. Company-operated restaurant margin is defined as sales from U.S. Company-operated restaurants less cost of sales divided by sales from U.S. 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 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.

The Wendy's Company and Subsidiaries

Condensed Consolidated Statements of Operations

Three and Six Month Periods Ended June 29, 2025 and June 28, 2026

(In Thousands Except Per Share Amounts)

(Unaudited)

Three Months Ended

Six Months Ended

2025

2026

2025

2026

Revenues:

Sales

$        232,853

$        240,016

$        452,363

$        465,513

Franchise royalty revenue

132,233

123,574

253,908

239,764

Franchise fees

24,067

26,197

47,540

57,902

Franchise rental income

60,411

53,363

118,865

112,267

Advertising funds revenue

111,365

127,421

211,725

235,762

560,929

570,571

1,084,401

1,111,208

Costs and expenses:

Cost of sales

196,521

207,275

384,690

408,324

Franchise support and other costs

17,069

22,566

33,665

44,557

Franchise rental expense

32,630

28,039

63,331

58,215

Advertising funds expense

111,374

127,879

212,902

236,494

General and administrative

59,485

66,161

127,689

139,004

Depreciation and amortization (exclusive of
   amortization of cloud computing arrangements
   shown separately below)

36,990

38,061

73,539

78,636

Amortization of cloud computing arrangements

4,056

4,577

8,223

9,339

System optimization gains, net

(387)

(667)

(297)

(2,292)

Reorganization and realignment costs

174

10

(518)

(152)

Impairment of long-lived assets

1,686

3,120

3,107

5,692

Other operating income, net

(2,929)

(5,734)

(9,316)

(10,814)

456,669

491,287

897,015

967,003

Operating profit

104,260

79,284

187,386

144,205

Interest expense, net

(30,945)

(33,850)

(62,422)

(67,956)

Investment loss, net

—

—

(1,718)

—

Other income, net

2,585

3,133

7,571

6,483

Income before income taxes

75,900

48,567

130,817

82,732

Provision for income taxes

(20,790)

(15,951)

(36,475)

(27,404)

Net income

$         55,110

$         32,616

$         94,342

$         55,328

Basic and diluted net income per share

$             .29

$             .17

$             .48

$             .29

Number of shares used to calculate basic income
   per share

191,949

190,426

196,296

190,359

Number of shares used to calculate diluted income
   per share

192,714

191,212

197,166

191,055

The Wendy's Company and Subsidiaries

Condensed Consolidated Balance Sheets

As of December 28, 2025 and June 28, 2026

(In Thousands Except Par Value)

(Unaudited)

December 28,
2025

June 28,
2026

ASSETS

Current assets:

Cash and cash equivalents

$        300,833

$        341,211

Restricted cash

39,207

38,786

Accounts and notes receivable, net

117,333

109,247

Inventories

7,387

7,036

Prepaid expenses and other current assets

55,412

78,922

Advertising funds restricted assets

97,867

102,897

Total current assets

618,039

678,099

Properties

937,795

895,598

Finance lease assets

312,844

319,808

Operating lease assets

642,589

582,630

Goodwill

774,088

773,119

Other intangible assets

1,170,671

1,147,228

Investments

25,227

22,988

Net investment in sales-type and direct financing leases

284,891

276,853

Other assets

190,417

187,893

Total assets

$     4,956,561

$     4,884,216

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Current portion of long-term debt

$         29,750

$         29,750

Current portion of finance lease liabilities

26,673

27,538

Current portion of operating lease liabilities

51,119

51,953

Accounts payable

30,450

21,440

Accrued expenses and other current liabilities

116,655

124,713

Advertising funds restricted liabilities

96,454

102,078

Total current liabilities

351,101

357,472

Long-term debt

2,730,502

2,719,239

Long-term finance lease liabilities

646,715

647,637

Long-term operating lease liabilities

660,257

596,408

Deferred income taxes

287,753

289,268

Deferred franchise fees

87,956

81,671

Other liabilities

74,894

72,054

Total liabilities

4,839,178

4,763,749

Commitments and contingencies

Stockholders' equity:

Common stock, $0.10 par value; 1,500,000 shares authorized;

    470,424 shares issued; 190,324 and 190,639 shares outstanding, respectively

47,042

47,042

Additional paid-in capital

2,986,150

2,990,095

Retained earnings

435,124

437,099

Common stock held in treasury, at cost; 280,100 and 279,785 shares, respectively

(3,286,965)

(3,283,017)

Accumulated other comprehensive loss

(63,968)

(70,752)

Total stockholders' equity

117,383

120,467

Total liabilities and stockholders' equity

$     4,956,561

$     4,884,216

The Wendy's Company and Subsidiaries

Condensed Consolidated Statements of Cash Flows

Six Month Periods Ended June 29, 2025 and June 28, 2026

(In Thousands)

(Unaudited)

Six Months Ended

2025

2026

Cash flows from operating activities:

Net income

$         94,342

$         55,328

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)

73,539

78,636

Amortization of cloud computing arrangements

8,223

9,339

Share-based compensation

10,704

8,187

Impairment of long-lived assets

3,107

5,692

Deferred income tax

822

1,375

Non-cash rental expense, net

21,406

25,938

Change in operating lease liabilities

(24,482)

(25,247)

Net receipt of deferred vendor incentives

8,421

9,781

System optimization gains, net

(297)

(2,292)

Distributions received from joint ventures, net of equity in earnings

1,679

1,221

Long-term debt-related activities, net

3,744

3,612

Cloud computing arrangements expenditures

(9,335)

(10,241)

Changes in operating assets and liabilities and other, net

(45,865)

(1,372)

Net cash provided by operating activities

146,008

159,957

Cash flows from investing activities:

Capital expenditures

(39,050)

(31,439)

Franchise development fund

(16,518)

(10,998)

Dispositions

1,355

4,664

Notes receivable, net

1,949

—

Net cash used in investing activities

(52,264)

(37,773)

Cash flows from financing activities:

Proceeds from long-term debt

23,500

17,800

Repayments of long-term debt

(23,125)

(32,675)

Repayments of finance lease liabilities

(10,666)

(12,106)

Repurchases of common stock

(186,516)

(1,922)

Dividends

(76,243)

(53,316)

Proceeds from stock option exercises

1,717

—

Payments related to tax withholding for share-based compensation

(1,354)

(449)

Net cash used in financing activities

(272,687)

(82,668)

Net cash (used in) provided by operations before effect of exchange rate changes on cash

(178,943)

39,516

Effect of exchange rate changes on cash

5,437

(2,408)

Net (decrease) increase in cash, cash equivalents and restricted cash

(173,506)

37,108

Cash, cash equivalents and restricted cash at beginning of period

503,608

357,672

Cash, cash equivalents and restricted cash at end of period

$        330,102

$        394,780

The Wendy's Company and Subsidiaries

Reconciliations of Net Income to Adjusted EBITDA and Revenues to Adjusted Revenues

Three and Six Month Periods Ended June 29, 2025 and June 28, 2026

(In Thousands)

(Unaudited)

Three Months Ended

Six Months Ended

2025

2026

2025

2026

Net income

$         55,110

$         32,616

$         94,342

$         55,328

Provision for income taxes

20,790

15,951

36,475

27,404

Income before income taxes

75,900

48,567

130,817

82,732

Other income, net

(2,585)

(3,133)

(7,571)

(6,483)

Investment loss, net

—

—

1,718

—

Interest expense, net

30,945

33,850

62,422

67,956

Operating profit

104,260

79,284

187,386

144,205

Plus (less):

Advertising funds revenue

(111,365)

(127,421)

(211,725)

(235,762)

Advertising funds expense (a)

111,225

127,126

211,441

235,738

Depreciation and amortization (exclusive of
   amortization of cloud computing arrangements
   shown separately below)

36,990

38,061

73,539

78,636

Amortization of cloud computing arrangements

4,056

4,577

8,223

9,339

System optimization gains, net

(387)

(667)

(297)

(2,292)

Reorganization and realignment costs

174

10

(518)

(152)

Impairment of long-lived assets

1,686

3,120

3,107

5,692

Adjusted EBITDA

$        146,639

$        124,090

$       271,156

$        235,404

Revenues

$        560,929

$        570,571

$     1,084,401

$     1,111,208

Less:

Advertising funds revenue

(111,365)

(127,421)

(211,725)

(235,762)

Adjusted revenues

$        449,564

$        443,150

$       872,676

$        875,446

(a)

Excludes advertising funds expense of $183 and $342 for the three and six months ended June 29, 2025 related to the Company's funding of incremental advertising.  There was no funding of incremental advertising during the three and six months ended June 28, 2026.  In addition, excludes other international-related advertising surplus (deficit) of $34 and $(1,119) for the three and six months ended June 29, 2025, respectively, and $(753) and $(756) for the three and six months ended June 28, 2026, respectively.

The Wendy's Company and Subsidiaries

Reconciliation of Net Income and Diluted Earnings Per Share to

Adjusted Income and Adjusted Earnings Per Share

Three and Six Month Periods Ended June 29, 2025 and June 28, 2026

(In Thousands Except Per Share Amounts)

(Unaudited)

Three Months Ended

Six Months Ended

2025

2026

2025

2026

Net income

$         55,110

$         32,616

$         94,342

$         55,328

Plus (less):

Advertising funds revenue

(111,365)

(127,421)

(211,725)

(235,762)

Advertising funds expense (a)

111,225

127,126

211,441

235,738

System optimization gains, net

(387)

(667)

(297)

(2,292)

Reorganization and realignment costs

174

10

(518)

(152)

Impairment of long-lived assets

1,686

3,120

3,107

5,692

Total adjustments

1,333

2,168

2,008

3,224

Income tax impact on adjustments (b)

(371)

(588)

(580)

(780)

Total adjustments, net of income taxes

962

1,580

1,428

2,444

Adjusted income

$         56,072

$         34,196

$         95,770

$         57,772

Diluted earnings per share

$             .29

$             .17

$             .48

$             .29

Total adjustments per share, net of income taxes

—

.01

.01

.01

Adjusted earnings per share

$             .29

$             .18

$             .49

$             .30

(a)

Excludes advertising funds expense of $183 and $342 for the three and six months ended June 29, 2025 related to the Company's funding of incremental advertising.  There was no funding of incremental advertising during the three and six months ended June 28, 2026.  In addition, excludes other international-related advertising surplus (deficit) of $34 and $(1,119) for the three and six months ended June 29, 2025, respectively, and $(753) and $(756) for the three and six months ended June 28, 2026, respectively.

(b)

Adjustments relate to the tax effect of non-GAAP adjustments, which were determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates.

The Wendy's Company and Subsidiaries

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

Six Month Periods Ended June 29, 2025 and June 28, 2026

(In Thousands)

(Unaudited)

Six Months Ended

2025

2026

Net cash provided by operating activities

$        146,008

$        159,957

Plus (less):

Capital expenditures

(39,050)

(31,439)

Franchise development fund

(16,518)

(10,998)

Advertising funds impact (a)

19,065

2,759

Free cash flow

$        109,505

$        120,279

(a)

Represents the net change in the restricted operating assets and liabilities of our advertising funds, which is included in "Changes in operating assets and liabilities and other, net," and the excess of advertising funds expense over advertising funds revenue, which is included in "Net income." 

SOURCE The Wendy's Company

The fast food chain is formulating a turnaround plan including improving its menu and marketing as U.S. traffic falls.