Wendy's rejects buyout bid and girds itself for a hostile takeover
campaign
[November 06, 2026] By
DEE-ANN DURBIN
Wendy’s rejected a $1.4 billion buyout offer from an activist investor,
saying Thursday that the bid was too low and didn't take into account
the company's long-term earnings potential under its new CEO.
The Dublin, Ohio-based burger chain also said Thursday that its board
had adopted a “poison pill” plan designed to make it more difficult to
engineer a hostile takeover of the company.
Noted investor Nelson Peltz made an offer last week to buy the chain,
which has been struggling 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, and his offer was the best path forward for shareholders.
But in a conference call with investors Thursday, Wendy's CEO Bob
Wright, who joined the company in May, said Wendy's has a turnaround
plan in place that is already producing good results. Wright, who is the
fourth CEO to lead Wendy's since 2024, was previously the president and
CEO of Potbelly. He has also held senior leadership roles at Wendy's,
Checkers and Domino's Pizza.
“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 less than 1% Thursday as the company reported a better than
expected performance in the third quarter.
Wendy's said in a statement that a committee of independent directors
unanimously rejected the offer because it “substantially undervalues”
the company.
Wendy's shareholder rights plan — commonly known as a “poison pill" plan
— grants all shareholders except a hostile bidder the right to purchase
discounted shares and dilute the hostile bidder's ownership stake. It is
automatically triggered if a person or group owns 15% or more of Wendy's
shares.
Peltz's Trian Fund Management and other partners in the investor group
that made the offer to Wendy's hold 16.3% of the company's shares. The
plan would stay in place for one year, Wendy's said.
Trian didn't immediately respond to a request for comment Thursday.
Peltz served as chairman of Wendy's board for 17 years until 2024. His
son Bradley Peltz still serves on the company's board and is a Wendy's
franchisee.
Dine Brands, the parent company of Applebee's and IHOP, adopted a
similar one-year poison pill plan last week to fend off a takeover bid
by two investment firms.
Founded in 1969 by Dave Thomas and named after his daughter, Wendy’s is
known for its square burgers and Frosty desserts. The fast-growing 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 iconic “Where’s the beef?” ad campaign.
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A sign stands over a Wendy's restaurant, Feb. 25, 2021, in Des
Moines, Iowa. (AP Photo/Charlie Neibergall, File)
 But as the fast-food market grew
even more competitive and rival burger-focused chains like In-N-Out
and Five Guys expanded, Wendy’s fell behind. Wendy’s share of U.S.
burger chain sales fell from 11.5% in 2019 to 10.4% last year,
according to Technomic, a market research company.
The industry has also been seeing lower U.S. traffic, especially
from lower-income customers, as high gas prices and affordability
concerns eat into household budgets. Third-quarter foot traffic fell
2.6% across the entire fast food sector in the U.S., according to
Revenue Management Solutions, a restaurant industry consultant.
Wendy’s has been closing outdated U.S. restaurants so it can focus
on its 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.
Then, in September, one of the largest U.S. franchisees for Wendy’s
filed for bankruptcy protection after the chain tried to terminate
its franchise agreement. Michigan-based Meritage Hospitality Group
operates 314 Wendy’s restaurants in 15 states.
Under Wright, Wendy's has launched a turnaround plan dubbed Dave's
Way, which calls for improving food quality, more distinctive
marketing and improved digital ordering and restaurant operations.
Wright said Thursday that Wendy's has begun testing quality
improvements, including thicker and crispier bacon, creamier
Frosties and whole-leaf lettuce on sandwiches. The company is
removing lower-volume items from its menus to reduce complexity in
its kitchens and making breakfast optional, allowing franchisees to
focus on their most profitable times of day.
Wendy's on Thursday reported revenue of $547 million in the
July-September period. That was better than the $531 million Wall
Street had forecast, according to analysts polled by FactSet.
Wendy's same-store sales, or sales at locations open at least a
year, fell 5.2%, which was also better than the 6.4% drop analysts
forecast.
Wendy’s had 5,969 restaurants in the U.S. and 1,428 outlets in 38
countries at the end of 2025.
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