The investor group’s 16.3% stake exceeds the plan’s 15% trigger
Wendy’s rejected a $1.4 billion buyout offer from activist investor Nelson Peltz on Thursday and adopted a shareholders’ rights plan, a so-called “poison pill,” intended to avert a hostile takeover. Wendy’s said the bid was too low. A committee of independent directors unanimously rejected it because the proposal “substantially undervalues” the company.
Peltz made the offer last week for the chain, which has struggled with high beef prices and aging stores. Peltz said the fast-food landscape had become increasingly challenging, with consumers under pressure, intensifying competition and persistent inflation. He said the offer was the best path forward for shareholders.
During a conference call with investors Thursday, Wendy’s CEO Bob Wright, who joined the company in May from Potbelly, said the company had a turnaround plan that was 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.
Wendy’s shares rose more than 2% Thursday as the company reported better-than-expected performance during the third quarter.
Wendy’s said the shareholders’ rights plan grants all shareholders except a hostile bidder the right to purchase discounted shares. The plan automatically triggers if a person or group owns 15% or more of Wendy’s shares, and Wendy’s said it would stay in place for one year.
Peltz’s Trian Fund Management and other partners in the investor group that made the offer hold 16.3% of Wendy’s shares, putting the group above the plan’s threshold. Trian did not immediately respond to a request for comment.
Wendy’s has been closing outdated U.S. restaurants to focus on more profitable locations. The company closed 240 restaurants in 2024 and said earlier this year that it planned to shutter up to 358 locations in 2026.
In September, one of the company’s largest U.S. franchisees filed for bankruptcy protection after Wendy’s tried to terminate its franchise agreement. Michigan-based Meritage Hospitality Group operates 314 Wendy’s restaurants in 15 states.
Wendy’s, based in Dublin, Ohio, had 5,969 restaurants in the U.S. and 1,428 outlets in 38 countries at the end of 2025.
Founded in 1969 by Dave Thomas and named after his daughter, Wendy’s is known for its square burgers and Frosty desserts. The chain introduced the drive-thru window in 1970 and went public in 1976.
In the 1980s, as it jockeyed for sales with McDonald’s and Burger King, Wendy’s launched salad bars and ran its “Where’s the beef?” advertising campaign.
As the fast-food market grew more competitive and rival burger chains In-N-Out and Five Guys expanded, Wendy’s fell behind. According to Technomic, the chain’s share of U.S. burger chain sales fell from 11.5% in 2019 to 10.4% last year.