Wendy's turns down $1.4 billion offer, adopts poison pill to block takeover

Wendy's rejected a $1.4 billion acquisition proposal from an activist investor group on Thursday, stating the offer was insufficient for the company's long-term value.

The Dublin, Ohio-based chain also announced that its board of directors had adopted a shareholder rights plan, commonly referred to as a poison pill, to make a hostile takeover more difficult.

Nelson Peltz, a notable investor, submitted the offer last week for the company, which has faced challenges from elevated beef costs and aging store locations.

Peltz argued that the fast-food environment has become increasingly difficult due to consumer pressure, stiff competition, and persistent inflation, claiming his bid offered the best path forward for shareholders.

Bob Wright, who became Wendy's CEO in May, told investors on a conference call that the company's current turnaround strategy is already yielding positive results.

Wright, the fourth chief executive to lead the firm since 2024, previously served as president and CEO of Potbelly. He has also held senior leadership positions 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.

A committee of independent directors unanimously rejected the proposal in a statement, noting that the bid substantially undervalues the company.

The new shareholder rights plan grants all shareholders, except a hostile bidder, the right to buy discounted shares to dilute the bidder's ownership. The plan activates automatically if any person or group holds 15% or more of Wendy's stock.

Peltz's Trian Fund Management and its partners currently hold 16.3% of the company's shares, meaning the new plan applies to their stake. The board said the plan will remain in effect for one year.

Trian did not immediately respond to a request for comment on Thursday. Peltz served as chairman of the Wendy's board for 17 years until 2024. His son, Bradley Peltz, remains on the board and operates a Wendy's franchise.

Wendy's shares rose less than 1% on Thursday following the release of third-quarter results that exceeded expectations. The company reported $547 million in revenue for the July-September period, surpassing the $531 million forecast by Wall Street analysts polled by FactSet. Same-store sales declined 5.2%, a better performance than the 6.4% drop analysts had predicted. The chain operated 5,969 restaurants in the United States and 1,428 locations in 38 countries at the end of 2025.