Wendy’s rejected a $1.4 billion buyout offer from an activist investor, saying Thursday the offer was too low, and adopted a “poison pill” plan that would make it harder to pull off a hostile takeover of the company.
Renowned 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 that his offering was the best way 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 are confident we have the right strategy, execution and resources to restore Wendy’s to its full potential and generate significant shareholder value,” Wright said.
Shares rose more than 2% on Thursday as the company reported better-than-expected third-quarter performance.
Wendy’s said in a statement that a committee of independent directors unanimously rejected the offer because it “significantly undervalued” the company.
Wendy’s also announced that it had adopted a shareholder rights plan, known as a “poison pill,” intended to prevent a hostile takeover of the company. The plan, which gives all shareholders except the hostile bidder the right to buy shares at a discount, is automatically triggered if a person or group owns 15 percent or more of Wendy’s stock.
Peltz’s Trian Fund Management and other partners in the investor group that made the offer to Wendy’s own 16.3% of the company’s stock. The plan would remain in effect for a year, Wendy’s said. Trian did not immediately respond to a request for comment.
Wendy’s has been closing outdated U.S. restaurants so it can focus on its most profitable locations. The company closed 240 restaurants in 2024 and announced earlier this year that it planned to close up to 358 locations in 2026.
Then, in September, one of Wendy’s largest U.S. franchisees filed for bankruptcy protection after the chain attempted to terminate its franchise agreement. Michigan-based Meritage Hospitality Group operates 314 Wendy’s restaurants in 15 states.
Wendy’s, based in Dublin, Ohio, had 5,969 restaurants in the United States and 1,428 locations in 38 countries at the end of 2025.
Founded in 1969 by Dave Thomas and named for his daughter, Wendy’s is known for its square burgers and frozen desserts. The fast-growing chain introduced drive-thru service in 1970 and went public in 1976. In the 1980s, while competing for sales with McDonald’s and Burger King, Wendy’s introduced salad bars and introduced its iconic “Where’s the Beef?” advertising campaign.
But as the fast food market became even more competitive and rival burger-focused chains like In-N-Out and Five Guys expanded, Wendy’s fell behind. Wendy’s share of the burger chain’s U.S. sales fell from 11.5% in 2019 to 10.4% last year, according to Technomic, a market research firm.
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