WEN

• Pete Suerken, President, U.S. of The Wendy's Company, notified the company of his resignation on August 14, 2026, to become President and CEO of Quality Supply Chain Co-op, Inc. (QSCC).
• The company will eliminate the President, U.S. position and create a new Chief Operations Officer role reporting to the President and CEO, and is currently recruiting for that position.
• The Compensation Committee approved pro-rated accelerated vesting of 80,481 restricted stock units from a July 2025 make-whole award, originally vesting in full in July 2027.
• Suerken will receive a pro-rated portion of his 2026 annual cash incentive based on actual performance, paid when other executives receive theirs; all other outstanding equity awards will be forfeited.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Net income fell to $32.6 million from $55.1 million, and adjusted EBITDA was $124.1 million versus $146.6 million.
• Global systemwide sales decreased 6.5%, with U.S. same-restaurant sales down 7.0% and international down 2.3%.
• The company withdrew its 2026 financial outlook and reduced its dividend to an annualized $0.28 per share, with a quarterly payment of $0.07 per share.
• New CEO Bob Wright said the company is taking action on a turnaround plan across five areas.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The award is granted under the Company's 2020 Omnibus Award Plan and is effective August 11, 2026.
• The award vests in substantially equal installments on each of the first two anniversaries of the grant date, subject to continued employment.
• The award was made following the appointment of Robert D. Wright as President and CEO, to maintain continuity and recognize the performance and growth of the International business.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Steven W. Cirulis appointed Chief Financial Officer and Chief Strategy Officer, effective June 23, 2026.
• Cook receives 24 months of salary continuation instead of 12 months, recognizing his service as Interim CEO.
• Cirulis' compensation includes $675,000 base salary, 90% target bonus, and $1,650,000 initial LTIP target.
• Cirulis previously served as CFO and Chief Strategy Officer at Potbelly Sandwich Works from April 2020 to December 2025.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Aaron M. Kale, previously Vice President – Tax, was appointed Chief Accounting Officer and Vice President – Tax, effective June 8, 2026.
• Thuerk will remain with the company in a non-executive capacity until July 10, 2026, to support the transition.
• Kale, 49, has been Vice President – Tax since April 2019 and provided interim support to the accounting function since July 2025.
• Kale joined Wendy's in July 2012 and previously worked at L Brands, Inc. and PricewaterhouseCoopers LLP; he is a certified public accountant.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• At the May 20, 2026 annual meeting, stockholders approved an amendment to the 2020 Omnibus Award Plan increasing available shares by 21,000,000.
• Stockholders ratified Deloitte & Touche LLP as independent auditor for 2026.
• An advisory resolution approving executive compensation was approved.
• A stockholder proposal restricting 'blank-check' preferred stock was approved.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Robert D. Wright appointed President and CEO, effective May 21, 2026.
• Wright will also join the Board of Directors as of the effective date.
• Employment terms include $1M base salary, 175% target bonus, and LTIP awards.
• Wright previously served as CEO of Potbelly Corporation and in prior Wendy's roles.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Reported net income was $22.7 million, down from $39.2 million in Q1 2025.
• Adjusted EBITDA was $111.3 million, down from $124.5 million in Q1 2025.
• Reported and adjusted diluted EPS were both $0.12, down from $0.19 and $0.20 respectively.
• Company reaffirmed full-year 2026 outlook: adjusted EBITDA of $460-$480 million and adjusted EPS of $0.56-$0.60.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits