Wendy'S CO 8-K Filing

Key Financial Figures

• $450 million — ounced financing transaction and issued $450 million of its Series 2025-1 5.422% Fixed Rate

Filing Documents

• d561958d8k.htm (8-K) — 47KB
• d561958dex41.htm (EX-4.1) — 1559KB
• d561958dex42.htm (EX-4.2) — 429KB
• d561958dex101.htm (EX-10.1) — 33KB
• d561958dex102.htm (EX-10.2) — 360KB
• 0001193125-25-321131.txt ( ) — 3044KB
• wen-20251215.xsd (EX-101.SCH) — 3KB
• wen-20251215_lab.xml (EX-101.LAB) — 17KB
• wen-20251215_pre.xml (EX-101.PRE) — 11KB
• d561958d8k_htm.xml (XML) — 3KB

Use of Proceeds

Use of Proceeds The net proceeds of the offering will be used for the repayment of the Company's outstanding Series 2019-1 3.783% Fixed Rate Senior Secured Notes, Class A-2-I, repayment of the Company's 7.00% Debentures due December 15, 2025, payment of transaction fees and expenses and for general corporate purposes, which may include funding for growth initiatives, return of capital to shareholders, and additional repayment of existing indebtedness. The Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent such registration or an exemption from the registration requirements of the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale of the Notes or any other security in any jurisdiction where such an offering or sale would be unlawful. The foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by reference to, the complete copies of the Second Amended and Restated Base Indenture, the Series 2025-1 Supplement, the Omnibus Amendment and the Management Agreement, which have been filed as Exhibits 4.1, 4.2, 10.1 and 10.2, respectively, hereto and are hereby incorporated herein by reference. Interested parties should read the documents in their entirety. Item2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 above is hereby incorporated by reference into this Item 2.03. Item9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K. Exhibit No. Description 4.1 Second Amended and Restated Base Indenture, dated as of December 15, 2025, by and between Wendy's Funding, LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary. 4.2 Series 2025-1 Supplement to the Second Amended and Restated Base Indenture, dated as of December 15, 2025, by and between Wendy's Funding, LLC, as Master Issuer of the Series 2025-1 fixed rate senior secured notes, Class A-2, and Citibank, N.A., as Trustee and Series 2025-1 Securities Intermediary. 10.1 Omnibus Amendment and Reaffirmation Agreement, dated as of December 15, 2025, by and among the Securitization Entities, the Trustee, Midland Loan Services, a division of PNC Bank, National Association, as Servicer, and FTI Consulting, Inc., a Maryland corporation, as Back-Up Manager and Barclays Capital Inc. 10.2 Conformed Copy of the Management Agreement, dated as of June 1, 2015, updated to reflect the changes made by all amendments prior to December 15, 2025, and by the Omnibus Amendment and Reaffirmation Agreement. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. THE WENDY'S COMPANY By: /s/ Mark L. Johnson Name: Mark L. Johnson Title: Director – Corporate & Securities Counsel, and Assistant Secretary Dated: December 16, 2025

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View this 8-K filing on SEC EDGAR