Every material Form 8-K The Wendy's filed with the SEC in 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Wendy's board adopted a stockholder rights plan on November 4, 2026, after an Investor Group led by Trian made an unsolicited, non-binding proposal on October 28, 2026 to acquire the shares it does not own for $7.35 per share in cash. The independent committee unanimously rejected that proposal, saying it substantially undervalues the company. The filing says the plan is meant to give the board time to act and is not intended to deter fair offers, but it may make takeovers not approved by the board more difficult.
Investor Group proposal of $7.35 per common share in cash, made October 28, 2026, was unanimously rejected by the independent committee.
Rights plan issues one right per common share to holders of record on November 16, 2026; rights become exercisable if a person or group acquires 15% or more without board approval.
Each right can buy one one-thousandth of a Series A preferred share at $37.00, and the rights expire November 3, 2027 unless redeemed earlier.
The Investor Group rejected the company's offer to enter into a customary standstill agreement.
Wendy's reported third-quarter 2026 results for the quarter ended September 27, 2026, with total revenues of $547.0 million, down 0.5%, and net income of $15.1 million, down 65.9% from a year earlier. The company also launched its multi-year Dave's Way strategy and signed a letter of intent to acquire up to 163 restaurants from Meritage Hospitality Group, subject to a definitive agreement and court approval. The profit decline matters to shareholders because diluted earnings per share fell to $0.08 from $0.23, and the company did not repurchase shares in the quarter.
Diluted EPS was $0.08 versus $0.23 a year earlier; adjusted EPS was $0.13 versus $0.24.
Global systemwide sales fell 5.9%, and U.S. same-restaurant sales fell 5.7%.
Adjusted EBITDA was $113.4 million, down 17.8%; year-to-date free cash flow was $174.2 million.
No shares were repurchased in the third quarter; about $35.0 million remains under an authorization expiring in February 2027. A quarterly dividend of $0.07 per share is payable December 15, 2026.
Wendy's said its President, U.S., Pete Suerken, will leave the company effective August 31, 2026, to become President and CEO of Quality Supply Chain Co-op, the system's purchasing cooperative. The company is eliminating his role and creating a Chief Operations Officer position, which it is currently recruiting for, as part of restructuring efforts disclosed on its June quarter earnings call.
Pete Suerken notified Wendy's of his resignation on August 14, 2026; departure anticipated effective August 31, 2026.
The President, U.S. position will be eliminated and a new Chief Operations Officer role created, reporting to the CEO; the company is currently recruiting for it.
Suerken's make-whole RSU award granted July 2025 will vest on a pro-rated basis, and he will receive a pro-rated 2026 annual cash incentive based on actual company performance.
Suerken's other outstanding equity awards will be forfeited.
Wendy's reported second-quarter 2026 results with net income down 40.8% to $32.6 million and adjusted EBITDA down 15.4% to $124.1 million, while total revenues rose 1.7% to $570.6 million. The company withdrew its 2026 financial outlook and reduced its quarterly dividend to $0.07 per share, as new CEO Bob Wright begins a turnaround plan, which shareholders should weigh against the sharp decline in profit and sales.
Global systemwide sales fell 6.5% and U.S. same-restaurant sales fell 7.0% in the quarter ended June 28, 2026.
Reported diluted EPS was $0.17 versus $0.29 a year earlier; adjusted EPS was $0.18 versus $0.29.
The 2026 financial outlook was withdrawn; the dividend payable September 15, 2026 is $0.07 per share, an annualized rate of $0.28.
No shares were repurchased in Q2 2026; about $35.0 million remained under the authorization as of July 31, expiring February 2027.
Wendy's filed an 8-K disclosing a one-time restricted stock unit award with a grant date fair value of $500,000 for E.J. Wunsch, President, International. The compensation committee approved it on July 22, 2026, following the appointment of Robert D. Wright as CEO, and the company says it aims to maintain continuity and recognize the International business.
Award: one-time restricted stock unit grant with a grant date fair value of $500,000 to E.J. Wunsch
Approved by the Compensation and Human Capital Committee on July 22, 2026; effective grant date August 11, 2026
Vests in substantially equal installments on each of the first two anniversaries of grant, subject to continued employment
Follows the appointment of Robert D. Wright as President and CEO
Wendy's appointed Steve Cirulis as Chief Financial Officer and Chief Strategy Officer effective June 23, 2026, replacing Ken Cook, whose employment the board terminated without cause effective July 31, 2026. Cook will remain in an advisory role through July, and the company says he will receive 24 months of salary continuation. A CFO change is a significant leadership transition for shareholders, though the filing contains no financial results.
Steven W. Cirulis, age 55, becomes CFO and Chief Strategy Officer effective June 23, 2026; the board approved the appointment June 19, 2026
Cirulis' employment letter sets a base salary of $675,000 and a target bonus of 90% of base salary, with a payout range of zero to 200% of target
Initial annualized long-term incentive grant target fair value is $1,650,000
Ken Cook's employment was terminated without cause effective July 31, 2026, with 24 months of salary continuation instead of 12
Wendy's Chief Accounting Officer Suzanne Thuerk has given notice she will resign to pursue an opportunity outside the restaurant industry. Vice President – Tax Aaron Kale was appointed Chief Accounting Officer and principal accounting officer effective June 8, 2026, and Thuerk will stay on in a non-executive role until July 10, 2026 to support the handover.
Suzanne M. Thuerk gave notice of resignation on June 4, 2026, to pursue an opportunity outside the restaurant space.
Aaron M. Kale, age 49, was appointed Chief Accounting Officer and Vice President – Tax effective June 8, 2026.
Kale has been Vice President – Tax since April 2019 and has provided interim leadership of the accounting function since July 2025.
Thuerk will remain with the company in a non-executive capacity until July 10, 2026.
On May 20, 2026, Wendy's stockholders approved adding 21,000,000 shares to the company's 2020 Omnibus Award Plan and elected all eight director nominees at the annual meeting. Stockholders also approved a shareholder proposal to restrict "blank-check" preferred stock, though the vote was close, with 58,561,819 shares for and 55,614,508 against. The larger share pool gives the company more room to issue equity awards, which can dilute existing holders.
Stockholders approved a 21,000,000-share increase to the 2020 Omnibus Award Plan, subject to the board's April 1, 2026 adoption.
All 8 director nominees were elected, each by a majority of votes cast.
Blank-check preferred stock restriction was approved with 58,561,819 votes for and 55,614,508 against.
Stockholders also ratified Deloitte & Touche LLP as the 2026 independent auditor with 148,104,812 votes for.
Wendy's board appointed Robert D. Wright as President and Chief Executive Officer, effective May 21, 2026, and elected him to the board. Kenneth Cook ceases as interim CEO but remains Chief Financial Officer. The filing contains no financial results or guidance, so the change in leadership is the main news for shareholders.
Wright, age 58, was most recently President and CEO of Potbelly Corporation from July 2020 until December 2025, and previously held Wendy's Chief Operations Officer roles.
Employment letter provides a $1 million base salary and a target bonus of 175% of base salary, with payouts ranging from zero to 200% of target.
Fiscal 2026 long-term incentive grant values: $3.1 million in performance share units, $900,000 in restricted stock units and $1.5 million in stock options.
Wright will not receive additional compensation for board service and serves on the Capital and Investment and Executive Committees.
Wendy's reported first quarter 2026 results for the period ended March 29, 2026. Total revenues rose 3.3% to $540.6 million, but net income fell 42.1% to $22.7 million and global systemwide sales declined 5.5%, driven largely by lower U.S. same-restaurant sales. The company reaffirmed its full-year 2026 outlook, which includes adjusted EBITDA of $460 million to $480 million.
Net income was $22.7 million, down from $39.2 million a year earlier; diluted EPS was $0.12 versus $0.19
Adjusted EBITDA was $111.3 million, down 10.6%; U.S. Company-operated restaurant margin fell to 11.4% from 14.8%
International systemwide sales grew 6.0%; a franchise agreement to build up to 1,000 restaurants in China was announced
No shares were repurchased in the first quarter or through the release date; a $0.14 quarterly dividend is payable June 15, 2026
Wendy's reported fourth-quarter 2025 revenue of $543.0 million, down 5.5%, and net income of $26.5 million, down 44.2%, with reported diluted EPS of $0.14 versus $0.23 a year earlier. For full-year 2026, the company expects adjusted EBITDA of $460 million to $480 million and adjusted EPS of $0.56 to $0.60, below 2025 adjusted EBITDA of $522.4 million and adjusted EPS of $0.88, and it expects global systemwide sales growth of approximately flat.
Q4 2025 global systemwide sales were $3.4 billion, down 8.3%; U.S. same-restaurant sales fell 11.3%.
Full-year 2025 net income was $165.1 million, down 15.1%, and reported diluted EPS was $0.85 versus $0.95.
2026 outlook: adjusted EBITDA $460 million to $480 million; adjusted EPS $0.56 to $0.60; free cash flow $190 million to $205 million.
No shares were repurchased in Q4 2025 or in Q1 2026 to date; about $35.0 million remains under the authorization, which expires in February 2027. The regular quarterly dividend is $0.14 per share, payable March 16, 2026.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
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