Wendy's rejects $1.4 billion offer and adopts shareholder rights plan

Wendy's said on Thursday that it rejected a $1.4 billion acquisition proposal from activist investor Nelson Peltz, arguing the offer substantially undervalued the fast-food chain. The company also adopted a shareholders' rights plan, commonly known as a poison pill, which would allow existing shareholders to buy discounted shares if any party acquires 15% or more of Wendy's stock, thereby making a hostile takeover more difficult.

In a conference call, CEO Bob Wright, who joined Wendy's in May after leading Potbelly, said the firm has a turnaround plan that is already delivering 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 board of independent directors voted unanimously to reject the bid, and shares rose more than 2% after the company reported better-than-expected third-quarter performance. The poison-pill measure is set to remain in effect for one year.

Peltz’s Trian Fund Management and its partners currently own about 16.3% of Wendy's shares. Trian did not immediately comment on the rejection.

The chain has been closing older U.S. locations to focus on more profitable sites, shuttering 240 restaurants in 2024 and planning up to 358 closures by 2026. Earlier this year, a major franchisee, Meritage Hospitality Group, filed for bankruptcy after a dispute over its franchise agreement. At the end of 2025, Wendy's operated 5,969 U.S. restaurants and 1,428 outlets in 38 countries.