The Wendy's Company filed a Form 8-A12B with the U.S. Securities and Exchange Commission on November 5, 2026, to register Preferred Stock Purchase Rights on The Nasdaq Stock Market LLC.

Key Highlights

  • Board action: On November 4, 2026, the Board of Directors authorized and declared a dividend of one preferred share purchase right for each outstanding share of common stock, $0.10 par value per share.
  • Record date: Stockholders of record at the close of business on November 16, 2026 are entitled to receive the Rights.
  • Exercise terms: Each Right, if exercisable, entitles the holder to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock at a purchase price of $37.00 per one one-thousandth of a Preferred Share, subject to adjustment.
  • Rights Agreement: The Rights Agreement is dated November 4, 2026, between The Wendy's Company and Equiniti Trust Company, LLC, as rights agent.
  • Certificate of Designations: According to the filing, the Certificate of Designations of Series A Junior Participating Preferred Stock was to be filed with the Secretary of State of the State of Delaware on November 5, 2026.
  • Automatic attachment: One Right will automatically attach to each Common Share that becomes outstanding between the Record Date and the earliest of the Distribution Date, the redemption of the Rights, or the expiration of the Rights.

Wendy's Rights Agreement and Series A Preferred Stock Registration Details

The Wendy's Company (NASDAQ:WEN), incorporated in Delaware with I.R.S. Employer Identification No. 38-0471180 and headquartered at One Dave Thomas Boulevard, Dublin, Ohio 43017, registered a new class of securities under Section 12(b) of the Securities Exchange Act of 1934 via this Form 8-A12B filing dated November 5, 2026. The registered securities are described as Preferred Stock Purchase Rights, listed on The Nasdaq Stock Market LLC.

According to the filing, each Right entitles its registered holder, if the Right becomes exercisable, to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, $0.10 par value per share, at a purchase price of $37.00 per one one-thousandth of a Preferred Share. The filing states this purchase price is subject to adjustment as provided in the Rights Agreement. 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, both incorporated into the filing by reference.

The filing notes that the description of the Rights is incorporated 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 SEC on November 5, 2026, and is "qualified in its entirety by reference to the full text of the Rights Agreement and Certificate of Designations." The filing was signed by Mark L. Johnson, Director - Corporate and Securities Counsel, and Assistant Secretary of The Wendy's Company.

What Was Disclosed

The Wendy's Company registered Preferred Stock Purchase Rights on Nasdaq via a Form 8-A12B filed November 5, 2026, following a November 4, 2026 board declaration of one Right per common share, with a record date of November 16, 2026, and an exercise price of $37.00 per one one-thousandth of a Preferred Share.