Wendy's (WEN) enters $450M notes purchase agreement

On November 19, 2025, Wendy's (NASDAQ: WEN) and certain of its direct and indirect wholly owned subsidiaries – Wendy’s International, LLC, an Ohio limited liability company (“Wendy’s International”), Wendy’s Funding, LLC, a Delaware limited liability company (the “Master Issuer”), Wendy’s SPV Guarantor, LLC, a Delaware limited liability company (“Wendy’s SPV Guarantor”), Quality Is Our Recipe, LLC, a Delaware limited liability company (“Quality”), and Wendy’s Properties, LLC, a Delaware limited liability company (“Wendy’s Properties” and, together with the Company, Wendy’s International, the Master Issuer, Wendy’s SPV Guarantor and Quality, the “Wendy’s Parties”) – entered into a Purchase Agreement (the “Purchase Agreement”) with Barclays Capital Inc., acting on behalf of itself and as a representative of the initial purchasers named therein (the “Initial Purchasers”), pursuant to which, among other things, the Master Issuer has agreed to issue and sell $450 million of its Series 2025-1 5.422% Fixed Rate Senior Secured Notes, Class A-2 (the “2025 Notes”), in a privately placed securitization transaction.

Interest payments on the 2025 Notes will be payable on a quarterly basis. The anticipated repayment date of the 2025 Notes will be December 2032, unless earlier prepaid to the extent permitted under the indenture that will govern the 2025 Notes. If the Master Issuer has not repaid or refinanced the 2025 Notes prior to the anticipated repayment date, additional interest will accrue on the 2025 Notes equal to the greater of (A) 5.00% per annum and (B) a per annum interest rate equal to the amount, if any, by which the sum of (i) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on such anticipated repayment date of the United States Treasury Security having a term closest to ten (10) years, plus (ii) 5.00%, plus (iii) 1.60%, exceeds the original interest rate.

The Purchase Agreement includes customary representations, warranties and covenants by the Wendy’s Parties. It also provides that the Wendy’s Parties will indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The closing of the sale of the 2025 Notes is anticipated to occur by the end of the fourth quarter of 2025 and is subject to the satisfaction of various closing conditions specified in the Purchase Agreement.

Certain of the Initial Purchasers and their respective affiliates have, from time to time, performed and may in the future perform various investment banking services for the Company for which they received or will receive customary fees and expenses.

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