Wendy's (WEN) risk factors, FY2025 10-K

Wendy's's FY2025 10-K, filed Feb 23, 2026, lists 34 risk factors in 8 groups. Against the prior year's 36: 2 new, 4 dropped, 20 substantially reworded.

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Risk factors listed
348 groups
New this year
2vs 36 last year
Dropped
4since the prior 10-K
Substantially reworded
20of those kept
Section length
12k wordsItem 1A

What the changes say

  • Wendy's adds focus on franchisee capital planning and heightened competition from grocery and convenience stores.

What changed since the prior 10-K

New

  • NewRisks Related to Macroeconomic and Industry Conditions

    higher levels of brand awareness among consumers. This competition could result in reduced revenues and loss of market share

    Competition increased from grocery stores, convenience stores, and delivery services offering prepared foods and lower prices.

  • NewRisks Related to Our Business Strategy

    In addition, the failure of franchisees to adequately engage in capital planning and/or succession planning may adversely affect their financial condition, restaurant operations and development of new Wendy’s restaurants, which in turn could hurt our business and results of operations

    Franchisee failures in capital and succession planning could hurt restaurant operations and development.

Dropped

  • DroppedRisks Related to Our Business Strategy

    We may be unable to deliver global sales growth or maintain or grow market share across our dayparts

  • DroppedRisks Related to Our Business Strategy

    payments 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

  • DroppedGeneral Business Risks

    collect 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

  • DroppedGeneral Business Risks

    Our operations are subject to fluctuations in foreign currency exchange rates

Reworded

  • 89% rewrittenRisks Related to Our Business Strategy

    Our leasing and ownership of significant amounts of real estate exposes us to possible liabilities and losses, including liabilities associated with environmental matters

    Added specific risks regarding environmental laws and potential drops in real estate values impacting financial condition.

  • 74% rewrittenRisks Related to Our Business Strategy

    Our predominantly franchised business model presents a number of risks

  • 72% rewrittenRisks Related to Macroeconomic and Industry Conditions

    Adverse economic conditions or volatility or disruptions in the national and global economies, or in regions with a high concentration of Wendy’s restaurants, could adversely impact our business, results of operations and financial condition

    Added financial market volatility and consumer shifts to lower-priced products as economic risk factors.

    Was: Adverse 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

  • 70% rewrittenRisks Related to Macroeconomic and Industry Conditions

    Competition 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

  • 54% rewrittenRisks 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

    Updated total outstanding debt figure from $2.7 billion to $2.8 billion.

  • 52% rewrittenRisks Related to Our Business Strategy

    We may be unable to manage effectively the acquisition and disposition of restaurants and other restaurant activity, which could adversely affect our business, results of operations and financial condition

    Added the closure of underperforming restaurants as part of the system optimization initiative.

    Was: 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

  • 42% rewrittenRisks Related to Brand Perception and Value

    Our 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

    Added brand partnerships and communication challenges to marketing and advertising risks.

  • 42% rewrittenRisks Related to Technology and Cybersecurity

    There are risks and uncertainties associated with our digital commerce strategies, platforms and technologies

    Added employee and franchisee acceptance of new technology along with ethical requirements to digital risks.

  • 41% rewrittenRisks Related to Legal and Regulatory Matters

    Existing and changing legal and regulatory requirements, as well as a focus on corporate responsibility issues, could adversely affect our brand, business, results of operations and financial condition

    Was: Existing 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

  • 41% rewrittenRisks Related to Our Business Strategy

    Our current insurance may not provide adequate levels of coverage against claims that have been or may be filed

  • 38% rewrittenRisks Related to Technology and Cybersecurity

    We and our franchisees are heavily dependent on computer systems and information technology and any material failure, interruption or degradation of our systems or technology or those of our key technology providers could adversely affect our business, results of operations and financial condition

    Was: We 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

  • 36% rewrittenRisks Related to Brand Perception and Value

    Food safety events or health concerns regarding our products could create negative publicity and adversely affect our brand, business and results of operations

  • 34% rewrittenRisks Related to Technology and Cybersecurity

    The occurrence of cybersecurity incidents, or a deficiency in cybersecurity, could negatively impact our brand, business, results of operations and financial condition

    Was: The occurrence of cyber incidents, or a deficiency in cybersecurity, could negatively impact our brand, business, results of operations and financial condition

  • 30% rewrittenRisks Related to Our Business Strategy

    Our international operations are subject to various risks and uncertainties and there is no assurance that our international operations will continue to be profitable

  • 28% rewrittenRisks Related to Supply Chain and Labor

    Shortages or interruptions in the supply or distribution of perishable food products could damage our brand and adversely affect our business and results of operations

  • 28% rewrittenRisks Related to Supply Chain and Labor

    Our business could be hurt by increased labor costs or labor shortages

  • 28% rewrittenRisks Related to Our Business Strategy

    The growth of our business is dependent, in part, on new restaurant openings, which could be affected by factors beyond our control

    Was: The growth of our business is dependent on new restaurant openings, which could be affected by factors beyond our control

  • 25% rewrittenRisks Related to Legal and Regulatory Matters

    The recognition of impairment or other charges could adversely affect our future results of operations

    Was: Changes in accounting standards, or the recognition of impairment or other charges, could adversely affect our future results of operations

  • 22% rewrittenRisks Related to Macroeconomic and Industry Conditions

    Changes in discretionary consumer spending, and in consumer tastes and preferences, could adversely affect our business, results of operations and financial condition

  • 22% rewrittenRisks Related to Legal and Regulatory Matters

    Complaints or litigation could hurt our brand, business, results of operations and financial condition

All 34 risk factors

Headings as the filing states them, in filing order.

Risks Related to Macroeconomic and Industry Conditions

  1. 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 brand70% rewritten
  2. 02higher levels of brand awareness among consumers. This competition could result in reduced revenues and loss of market shareNew
  3. 03Adverse economic conditions or volatility or disruptions in the national and global economies, or in regions with a high concentration of Wendy’s restaurants, could adversely impact our business, results of operations and financial condition72% rewritten
  4. 04Changes in discretionary consumer spending, and in consumer tastes and preferences, could adversely affect our business, results of operations and financial condition22% rewritten
  5. 05Our 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

Risks Related to Brand Perception and Value

  1. 06Our success depends substantially on our corporate reputation and on the value and perception of our brand
  2. 07Our 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 products42% rewritten
  3. 08Our inability or failure to recognize, respond to and effectively manage the impact of social or digital media could adversely impact our brand, business, results of operations and financial condition
  4. 09We may be unable to adequately protect our intellectual property, which could harm the value of our brand and hurt our business
  5. 10Food safety events or health concerns regarding our products could create negative publicity and adversely affect our brand, business and results of operations36% rewritten

Risks Related to Our Business Strategy

  1. 11Our predominantly franchised business model presents a number of risks74% rewritten
  2. 12In addition, the failure of franchisees to adequately engage in capital planning and/or succession planning may adversely affect their financial condition, restaurant operations and development of new Wendy’s restaurants, which in turn could hurt our business and results of operationsNew
  3. 13The growth of our business is dependent, in part, on new restaurant openings, which could be affected by factors beyond our control28% rewritten
  4. 14We may be unable to manage effectively the acquisition and disposition of restaurants and other restaurant activity, which could adversely affect our business, results of operations and financial condition52% rewritten
  5. 15Our leasing and ownership of significant amounts of real estate exposes us to possible liabilities and losses, including liabilities associated with environmental matters89% rewritten
  6. 16Our international operations are subject to various risks and uncertainties and there is no assurance that our international operations will continue to be profitable30% rewritten
  7. 17Our current insurance may not provide adequate levels of coverage against claims that have been or may be filed41% rewritten

Risks Related to Supply Chain and Labor

  1. 18Changes in commodity costs and other operating costs could adversely affect our results of operations
  2. 19Shortages or interruptions in the supply or distribution of perishable food products could damage our brand and adversely affect our business and results of operations28% rewritten
  3. 20We do not exercise ultimate control over purchasing for our restaurant system, which could harm our business, results of operations and financial condition
  4. 21Our business could be hurt by increased labor costs or labor shortages28% rewritten
  5. 22Our 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

  1. 23There are risks and uncertainties associated with our digital commerce strategies, platforms and technologies42% rewritten
  2. 24We and our franchisees are heavily dependent on computer systems and information technology and any material failure, interruption or degradation of our systems or technology or those of our key technology providers could adversely affect our business, results of operations and financial condition38% rewritten
  3. 25The occurrence of cybersecurity incidents, or a deficiency in cybersecurity, could negatively impact our brand, business, results of operations and financial condition34% rewritten

Risks Related to Our Indebtedness

  1. 26The Company and certain of our subsidiaries are subject to various restrictions, and substantially all of the assets of certain subsidiaries are pledged as security, under the terms of a securitized financing facility
  2. 27We have a significant amount of debt outstanding, and such indebtedness could adversely affect our business, results of operations and financial condition54% rewritten

Risks Related to Our Common Stock

  1. 28There can be no assurance regarding whether or to what extent we will pay dividends on our common stock in the future
  2. 29A substantial amount of our common stock is concentrated in the hands of certain stockholders
  3. 30Our 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

Risks Related to Legal and Regulatory Matters

  1. 31Existing and changing legal and regulatory requirements, as well as a focus on corporate responsibility issues, could adversely affect our brand, business, results of operations and financial condition41% rewritten
  2. 32Complaints or litigation could hurt our brand, business, results of operations and financial condition22% rewritten
  3. 33The recognition of impairment or other charges could adversely affect our future results of operations25% rewritten
  4. 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

Other Wendy's 10-Ks

  • FY2024 10-K risk factors
    36 risks

    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.

    Filed Feb 21, 2025

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.