Wendy's rejects buyout bid from activist investor and adopts 'poison pill' plan

Wendy’s rejected a $1.4 billion buyout offer from an activist investor, saying Thursday that the bid was too low, and it adopted a “poison pill” plan that would 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 from Potbelly, said Wendy's has a turnaround plan in place that is 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.

Shares rose more than 2% Thursday as the company reported a better than expected performance during 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 also announced that it has adopted a shareholders' rights plan, a so-called “poison pill,” intended to avert a hostile takeover of the company. The plan, which grants all shareholders except the hostile bidder the right to purchase discounted shares, automatically triggers 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.

Wendy’s has been closing outdated U.S. restaurants so it can focus on its more profitable locations.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.

Wendy’s, which is 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 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.

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.