UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 22, 2026
THE WENDY’S COMPANY
(Exact name of registrant, as specified in its charter)
| Delaware | 1-2207 | 38-0471180 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| One Dave Thomas Boulevard, Dublin, Ohio | 43017 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(614) 764-3100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading | Name of each exchange | ||
| Common Stock, $.10 par value | WEN | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01. | Regulation FD Disclosure. |
On October 9, 2025, The Wendy’s Company (the “Company”) issued a press release which included an update on its process to select a permanent Chief Executive Officer (“CEO”). The Company today provided a further update on this process.
The Board of Directors (the “Board”) has continued to make progress on its thorough and comprehensive CEO selection process. Supported by a leading global executive search firm, the Board is continuing with its process to evaluate a strong slate of internal and external candidates with the experience and leadership capabilities required to guide Wendy’s through its next phase of growth.
“We are focused on selecting a leader with the vision, strategic mindset and operational discipline to continue to execute the Company’s turnaround plans” said Chairman of the Board, Art Winkleblack. “The selection process is progressing well, and the Board is confident in both the quality of candidates under consideration and the strength of the management team leading the business today.”
The Board remains committed to maintaining continuity and execution throughout the selection process and continues to work closely with Interim Chief Executive Officer, Ken Cook, and the Company’s senior leadership team.
The Company will release its fourth quarter and full year 2025 results on February 13, 2026 as previously announced.
The information in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. Furthermore, the information in this Item 7.01 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE WENDY’S COMPANY | ||||||
| Date: January 22, 2026 | By: | /s/ Mark L. Johnson | ||||
| Mark L. Johnson | ||||||
| Director – Corporate & Securities Counsel, and Assistant Secretary | ||||||
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