---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-321131"
form_type: "8-K"
ticker: "WEN"
cik: "0000030697"
company_name: "Wendy's Co"
filed_at: "2025-12-16T23:59:59+00:00"
generated_at: "2026-05-16T13:06:55.253447+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Wendy's issues $450M 5.422% notes; refinances near-term debt and amends indenture

## Summary
- Issued $450M Series 2025-1 5.422% Fixed Rate Senior Secured Notes, Class A-2, due 2055 (anticipated 2032).
- Proceeds to repay Series 2019-1 3.783% notes and 7% debentures maturing Dec 2025, plus fees and general corporate purposes.
- Amended base indenture to increase flexibility on asset disposition proceeds and debt incurrence thresholds.
- Notes secured by franchise agreements, real estate, and intellectual property of securitization entities; non-recourse to Wendy's parent.
- Amended management agreement to allow greater debt incurrence by Company without leverage test.

## SEC filing metadata
- accession: 0001193125-25-321131
- form_type: 8-K
- ticker: WEN
- cik: 0000030697
- company_name: Wendy's Co
- filed_at: 2025-12-16T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/30697/000119312525321131/0001193125-25-321131-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/30697/000119312525321131/d561958d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-321131
- JSON: https://secwatch.observer/filing/0001193125-25-321131.json
- Plain text: https://secwatch.observer/filing/0001193125-25-321131.txt

## Key facts
- Material Agreements
  Wendy's Co amended Second Amended and Restated Base Indenture with Citibank, N.A. (effective 2025-12-15).
  - Action: amendment
  - Agreement: notes offering
  - Counterparty: Citibank, N.A.
  - Effective: 2025-12-15
  source text: On December 15, 2025, the Master Issuer and the Trustee entered into the Second Amended and Restated Base Indenture for the purpose of amending certain provisions of the Amended and Restated Base Indenture dated as of April 1, 2022, between the Master Issuer and Citibank, N.A., as trustee and securities intermediary
  evidence_url: https://www.sec.gov/Archives/edgar/data/30697/000119312525321131/0001193125-25-321131-index.htm
- Material Agreements
  Wendy's Co entered into Second Amended and Restated Base Indenture with Citibank, N.A. valued at $450 million (effective 2025-12-15).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Citibank, N.A.
  - Value: $450 million
  - Effective: 2025-12-15
  source text: The Notes were issued under a Second Amended and Restated Base Indenture dated as of December 15, 2025 (the “ Second Amended and Restated Base Indenture ”), between the Master Issuer and Citibank, N.A., as trustee (in such capacity, the “ Trustee ”) and securities intermediary
  evidence_url: https://www.sec.gov/Archives/edgar/data/30697/000119312525321131/0001193125-25-321131-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.