Form 8-A12B Wendy's Co

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

THE WENDY’S COMPANY

(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☑

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: Not Applicable

Securities to be registered pursuant to Section 12(g) of the Act: None

ITEM 1. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED.

On November 4, 2026, the Board of Directors of The Wendy’s Company (the “Company”) authorized and declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, $0.10 par value per share, of the Company (the “Common Shares”) to stockholders of record at the close of business on November 16, 2026 (the “Record Date”). Except as set forth below, each Right, if it becomes exercisable, entitles the registered holder thereof to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, $0.10 par value per share, of the Company (the “Preferred Shares”) at a purchase price of $37.00 per one one-thousandth of a Preferred Share, subject to adjustment as provided in the Rights Agreement (the “Rights Agreement”), dated as of November 4, 2026, between the Company and Equiniti Trust Company, LLC, as rights agent. In addition, one Right will automatically attach to each Common Share that becomes outstanding between the Record Date and the earliest of the Distribution Date (as defined in the Rights Agreement), the redemption of the Rights or the expiration of the Rights.

The complete terms of the Rights are set forth in the Rights Agreement and the rights, powers and preferences of the Preferred Shares are set forth in the Certificate of Designations of Series A Junior Participating Preferred Stock (the “Certificate of Designations”), which documents are attached hereto as Exhibits 4.1 and 3.1, respectively, and incorporated herein by reference. The Certificate of Designations will be filed by the Company with the Secretary of State of the State of Delaware on November 5, 2026. The description of the Rights is incorporated herein by reference to the description set forth under Items 1.01, 3.03 and 5.03 of the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on November 5, 2026, and is qualified in its entirety by reference to the full text of the Rights Agreement and Certificate of Designations.

ITEM 2. EXHIBITS.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: November 5, 2026