Wendy's's biggest risks in the FY2024 10-K
- Wendy's risk profile is dominated by its heavy reliance on a 95 percent franchised restaurant network.
- High debt levels, commodity cost inflation, and evolving digital and cyber threats also heavily impact results.
The risks most specific to Wendy's
- Risks Related to Our Business Strategy
Our predominantly franchised business model presents a number of risks
Approximately 95 percent of Wendy's restaurants are operated by franchisees, presenting risks related to their operational compliance and performance.
- Risks Related to Our Indebtedness
We have a significant amount of debt outstanding, and such indebtedness could adversely affect our business, results of operations and financial condition
Wendy's has approximately $2.7 billion of outstanding debt and up to $300 million in available variable funding notes.
- Risks Related to Supply Chain and Labor
Changes in commodity costs and other operating costs could adversely affect our results of operations
Increases in commodity costs, including beef, chicken, pork, dairy, and grains, have adversely impacted and could continue to impact results.
- Risks Related to Supply Chain and Labor
We do not exercise ultimate control over purchasing for our restaurant system, which could harm our business, results of operations and financial condition
Franchisees ultimately control purchasing through the independent purchasing co-op QSCC, meaning Wendy's does not exercise ultimate control over system purchasing.
- Risks Related to Our Indebtedness
The Company and certain of our subsidiaries are subject to various restrictions, and substantially all of the assets of certain subsidiaries are security, under the terms of a securitized financing facility
Substantially all assets of certain subsidiaries are pledged as security under a securitized financing facility held by master issuer Wendy's Funding, LLC.
- Risks Related to Our Common Stock
A substantial amount of our common stock is concentrated in the hands of certain stockholders
Former and current executives Nelson Peltz, Peter May, and Matthew Peltz beneficially own shares representing approximately 15 percent of total voting power.
- Risks Related to Our Business Strategy
We may be unable to manage effectively the acquisition and disposition of restaurants, or successfully implement other strategic initiatives, which could adversely affect our business, results of operations and financial results
System optimization initiatives involve transferring, acquiring, and disposing of restaurants between Wendy's and its franchisees.
All 36 risk factors
Headings as the filing states them, in filing order.
Risks Related to Macroeconomic and Industry Conditions
- 01Competition from other restaurant companies, as well as grocery chains and other retail food outlets, or poor customer experience at Wendy’s restaurants, could hurt our brand
- 02Adverse economic conditions or disruptions in the national and global economies, or in regions that have a high concentration of Wendy’s restaurants, could adversely impact our business, results of operations and financial condition
- 03Changes in discretionary consumer spending, and in consumer tastes and preferences, could adversely affect our business, results of operations and financial condition
Risks Related to Brand Perception and Value
- 04Our success depends substantially on our corporate reputation and on the value and perception of our brand
- 05Our results of operations and the value and perception of our brand depend in part on the effectiveness of our marketing and advertising programs and the successful development and launch of new products
- 06Our inability or failure to recognize, respond to and effectively manage the impact of social or digital media could adversely impact our brand, business and results of operations
- 07We may be unable to adequately protect our intellectual property, which could harm the value of our brand and hurt our business
- 08Food safety events or health concerns regarding our products could create negative publicity and adversely affect our brand, business and results of operations
Risks Related to Our Business Strategy
- 09We may be unable to deliver global sales growth or maintain or grow market share across our dayparts
- 10Our predominantly franchised business model presents a number of risks
- 11The growth of our business is dependent on new restaurant openings, which could be affected by factors beyond our control
- 12We may be unable to manage effectively the acquisition and disposition of restaurants, or successfully implement other strategic initiatives, which could adversely affect our business, results of operations and financial results
- 13Our leasing and ownership of significant amounts of real estate exposes us to possible liabilities and losses, including liabilities associated with environmental matters
- 14payments and performance and environmental matters. A significant decrease in real estate values or increase in real estate costs could adversely affect our results of operations and financial condition
- 15Our international operations are subject to various risks and uncertainties and there is no assurance that our international operations will continue to be profitable
Risks Related to Supply Chain and Labor
- 16Changes in commodity costs and other operating costs could adversely affect our results of operations
- 17Shortages or interruptions in the supply or distribution of perishable food products could damage our brand and adversely affect our business and results of operations
- 18We do not exercise ultimate control over purchasing for our restaurant system, which could harm our business, results of operations and financial condition
- 19Our business could be hurt by increased labor costs or labor shortages
- 20Our success depends in part upon the continued succession and retention of certain key personnel and the effectiveness of our leadership and organizational structure
Risks Related to Technology and Cybersecurity
- 21There are risks and uncertainties associated with our digital commerce strategies, platforms and technologies
- 22We are heavily dependent on computer systems and information technology and any material failure, interruption or degradation of our systems or technology or issues with our key technology providers could adversely affect our business, results of operations and financial condition
- 23The occurrence of cyber incidents, or a deficiency in cybersecurity, could negatively impact our brand, business, results of operations and financial condition
Risks Related to Our Indebtedness
- 24The Company and certain of our subsidiaries are subject to various restrictions, and substantially all of the assets of certain subsidiaries are security, under the terms of a securitized financing facility
- 25We have a significant amount of debt outstanding, and such indebtedness could adversely affect our business, results of operations and financial condition
Risks Related to Our Common Stock
- 26There can be no assurance regarding whether or to what extent we will pay dividends on our common stock in the future
- 27A substantial amount of our common stock is concentrated in the hands of certain stockholders
- 28Our certificate of incorporation contains certain anti-takeover provisions and permits our Board of Directors to issue preferred stock without stockholder approval and limits our ability to raise capital from affiliates
General Business Risks
- 29Complaints or litigation could hurt our brand, business, results of operations and financial condition
- 30Existing and changing legal and regulatory requirements, as well as an increasing focus on environmental, social and governance issues, could adversely affect our brand, business, results of operations and financial condition
- 31collect or use information in operating our business, which may result in additional costs, limit our marketing or growth strategies and adversely affect our business and results of operations
- 32Our current insurance may not provide adequate levels of coverage against claims that have been or may be filed
- 33Changes in accounting standards, or the recognition of impairment or other charges, could adversely affect our future results of operations
- 34Tax matters, including changes in tax rates or laws, imposition of new taxes, disagreements with taxing authorities and unanticipated tax liabilities, could impact our results of operations and financial condition
- 35Our operations are subject to fluctuations in foreign currency exchange rates
- 36Our results can be adversely affected by unforeseen events, such as adverse weather conditions, natural disasters, hostilities, social unrest, health epidemics or pandemics or other catastrophic events
Other Wendy's 10-Ks
- FY2025 10-K risk factors34 risks2 new4 dropped20 reworded
Wendy's adds focus on franchisee capital planning and heightened competition from grocery and convenience stores.
Filed Feb 23, 2026
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.