Wendy’s Confirms Unsolicited $7.35-Per-Share Bid From Trian-Led Group

The Wendy’s Company (WEN ) on October 28, 2026 confirmed receipt of an unsolicited, non-binding proposal from Trian Fund Management, L.P., Flynn Group LP, BlueFive Capital and Sixth Street Partners to acquire all outstanding shares of Wendy’s common stock not currently owned by the group for $7.35 per share in cash.

Trian disclosed the proposal the same day in Schedule 13D/A Amendment No. 65 filed with the U.S. Securities and Exchange Commission. The $7.35 per-share price assumes approximately 194.0 million shares of common stock outstanding on a fully diluted basis using the treasury stock method, consisting of approximately 190.7 million common shares, 12.0 million outstanding stock options with a weighted average exercise price of $15.57 per share, and 3.3 million restricted stock units inclusive of RSUs, RSAs and PSUs, as disclosed in the company’s most recent public filings.

The proposal letter to the Wendy’s board, dated October 28, 2026 and signed by Nelson Peltz, chief executive officer and founding partner of Trian, and Greg Flynn, chairman and chief executive officer of Flynn, states that the price represents an approximate 20% premium to the closing price of the shares on October 27, 2026.

Proposal Terms and Financing

According to the filing and the letter, the all-cash consideration would be funded by the Trian group together with Flynn, BlueFive Capital, Sixth Street Partners and other investors, and the Trian filers intend to roll over the Wendy’s shares they beneficially own. The bidders expect to deliver executed equity commitment letters for the cash consideration at the signing of definitive transaction agreements, stated that the transaction would not be subject to a financing condition or require any new debt, and said they anticipate the company’s existing securitization financing would remain in place following closing. Trian’s filing notes that the equity financing remains subject to negotiation and that the proposal parties can provide no assurances they will be able to negotiate definitive agreements or obtain financing on terms acceptable to them.

The letter states that the transaction is anticipated to be structured as a merger under Delaware law requiring approval by a majority of the outstanding shares, with the Trian group agreeing to vote its shares in favor at a duly held shareholder meeting. The proposal is an expression of interest only, and the bidders reserve the right to withdraw or modify its structure, terms, conditions or other aspects at any time, with or without prior notice. J.P. Morgan is serving as the bidders’ lead financial advisor, BofA Securities as co-lead financial advisor, and Debevoise & Plimpton LLP as legal advisor. The bidders said they are prepared to move expeditiously to complete confirmatory due diligence and are highly confident they can negotiate definitive agreements over the coming weeks.

Board Process and Ownership Disclosures

Wendy’s said its Board of Directors formed a committee of independent directors not affiliated with the investor group in response to the Schedule 13D/A Trian Partners filed on February 18, 2026, which corresponds to Amendment No. 64 in Trian’s Schedule 13D series. The independent committee, in consultation with its financial and legal advisors, will evaluate the proposal consistent with its fiduciary duties and in the best interests of the company and its shareholders. Morgan Stanley (MS ) & Co. LLC is acting as financial advisor to the independent committee, and Simpson Thacher & Bartlett LLP is acting as legal counsel to the committee. Trian’s filing states that the bidders expect the special committee of independent, disinterested directors to consider the proposed transaction and make a recommendation to the board, and that the Trian filers have entered into a confidentiality agreement with the company containing customary standstill terms to facilitate confirmatory due diligence.

Wendy’s said there can be no assurance that it will pursue the transaction or any other strategic outcome, or that any definitive agreement will be approved or consummated. The company does not intend to disclose further developments regarding the matter unless and until further disclosure is determined to be appropriate or necessary, and said shareholders are not required to take any action at this time.

As of 4:00 p.m. New York City time on October 27, 2026, the Schedule 13D filing persons beneficially owned 30,979,420 Wendy’s shares in aggregate, representing approximately 16.25% of the outstanding common stock, based on 190,669,930 shares outstanding as of July 31, 2026 as reported in the company’s Form 10-Q for the quarter ended June 28, 2026. The proposal letter separately describes the Trian group’s stake as approximately 16.3% of the outstanding shares. Nelson Peltz may be deemed to beneficially own 30,946,510 shares, approximately 16.23%, and Peter W. May may be deemed to beneficially own 30,739,821 shares, approximately 16.12%, according to the filing.

The filing shows that May, a Wendy’s director, was awarded 4,166 shares on April 3, 2026, 4,262 shares on June 29, 2026 and 4,009 shares on September 29, 2026, and received 20,967 restricted shares on May 20, 2026 upon his re-election to the board under the company’s 2020 Omnibus Award Plan. As of Amendment No. 65, Matthew Peltz is no longer a member of the Section 13(d) group or a filing person on the Schedule 13D, which traces to an original statement dated October 13, 1992 with respect to the company then named Triarc Companies, Inc.

Under an executed Proposal Cooperation Letter dated October 28, 2026, Trian and Flynn agreed to cooperate on the proposal through an entity referred to as NewCo that is to be formed to consummate the transaction, to work exclusively with each other on the transaction for twelve months, and to bear joint expenses equally. Under one provision, if Trian terminates the agreement while an alternative transaction has been proposed but not yet agreed to by the company, with financing commitments in place at a price per share at least equal to the alternative’s, and Trian subsequently votes or tenders its shares in favor of that alternative transaction, Trian would bear 100% of the joint expenses, excluding fees of advisors retained by Flynn in its individual capacity. Flynn represented that neither it nor its affiliates beneficially owns or has economic exposure to any Wendy’s securities and agreed not to acquire any until the agreement’s termination, and the parties acknowledged the transaction may be considered a going-private transaction under Exchange Act Rule 13e-3. The letter, signed by Darren Peltz for Trian and by Greg Flynn for Flynn, references earlier confidentiality agreements between the two firms dated July 30, 2025 and September 10, 2025.

In the proposal letter, the bidders said Wendy’s faces significant pressures on the U.S. consumer, economic uncertainty, persistent commodity inflation and intensifying competition, particularly within the QSR burger category, and that the business requires significant capital investment to de-lever and execute the strategic initiatives needed to turn system performance around. “We believe private ownership is the better path and provides the patient, long-duration capital needed to restore the business and the franchise system to a position of strength,” the letter states.

The letter describes Flynn as one of the largest restaurant operators globally, with over 3,000 units across brands including Applebee’s, Arby’s, Panera, Planet Fitness (PLNT ), Pizza Hut, Seven Brew, Taco Bell and Wendy’s, approximately 78,000 team members across the United States, Australia and New Zealand, more than 340 Wendy’s restaurants, and the Wendy’s master franchisee position in Australia and New Zealand. It states that Trian and its co-investors acquired Janus Henderson for approximately $8 billion earlier this year.

Wendy’s said that under President and Chief Executive Officer Bob Wright it has identified core strategic areas of focus to improve performance and accelerate the business, including rebuilding a quality menu at compelling value, marketing that drives demand, operational excellence, a digital experience that builds frequency and leveraging restaurants as an engine for growth. The company said it plans to share more detail on its strategic plan and financial results on its third-quarter earnings call on November 5, 2026, a date it first announced on October 8, 2026.