Wendy's says the offer falls short
Wendy's rejected a $1.4 billion buyout offer from an activist investor on Thursday, saying the bid was too low. Nelson Peltz made the offer last week, according to ABC News, which carried the report from The Associated Press.
In a statement, the company said a committee of independent directors unanimously rejected the proposal because it "substantially undervalues" Wendy's. Peltz had argued that the fast-food landscape had become increasingly challenging, citing consumers under pressure, intensifying competition and persistent inflation. He said his offer was the best path forward for shareholders.
Trian did not immediately respond to a request for comment, according to the report.
How the poison pill works
Alongside the rejection, Wendy's announced it had adopted a shareholders' rights plan, commonly called a "poison pill," meant to avert a hostile takeover. Under the plan, all shareholders except the hostile bidder gain the right to purchase discounted shares. That would dilute the stake of a bidder trying to take control without the board's agreement.
The plan triggers automatically if a person or group owns 15% or more of Wendy's shares. Trian Fund Management and the other partners in the investor group that made the offer hold 16.3% of the company's shares. Wendy's said the plan would remain in place for one year.
A turnaround under way
On a conference call with investors Thursday, CEO Bob Wright, who joined Wendy's in May from Potbelly, said the company has a turnaround plan in place that is already producing good results. "We're confident that we have the right strategy, execution and resources to restore Wendy's to its full potential and drive meaningful shareholder value," Wright said.
Shares rose more than 2% Thursday after the company reported third-quarter performance that was better than expected.
The pressures facing the chain
The chain has been struggling with high beef prices and aging stores. It has been closing outdated U.S. restaurants to focus on more profitable locations, shuttering 240 in 2024 and saying earlier this year that it planned to close up to 358 in 2026.
In September, one of the largest U.S. franchisees, Michigan-based Meritage Hospitality Group, filed for bankruptcy protection after Wendy's tried to terminate its franchise agreement. Meritage operates 314 Wendy's restaurants in 15 states.
Wendy's, based in Dublin, Ohio, had 5,969 U.S. restaurants and 1,428 outlets in 38 countries at the end of 2025. Founded in 1969 by Dave Thomas, it introduced the drive-thru window in 1970 and went public in 1976. In the 1980s it launched salad bars and ran its "Where's the beef?" ad campaign. As competition grew and chains like In-N-Out and Five Guys expanded, Wendy's lost ground. Technomic, a market research company, says its share of U.S. burger chain sales fell from 11.5% in 2019 to 10.4% last year.
