Wendy's Scuttles $1.4 Billion Offer, Activates 15% Poison Pill

Wendy's rejected a $1.4 billion buyout proposal on Thursday. The company adopted a shareholders' rights plan that makes hostile takeovers more difficult. This move follows a bid from activist investor Nelson Peltz submitted last week.

Wendy's stated that a committee of independent directors unanimously rejected the offer. The company said the bid substantially undervalues the chain. The new poison pill plan grants shareholders, excluding the hostile bidder, the right to buy discounted shares. This mechanism 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. The rights plan will remain in effect for one year. Trian did not immediately respond to a request for comment.

Bob Wright, the Wendy's CEO, addressed investors in a conference call. Wright joined the company in May from Potbelly. He stated that the company has a turnaround plan in place that is producing good results. Wright said, “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.”

Peltz argued last week that the fast-food environment has become challenging. He cited high beef prices, aging stores, and consumer pressure. He maintained that his offer was the best path forward for shareholders.

Wendy's shares rose more than 2% on Thursday. The company reported third-quarter performance that exceeded expectations. The Dublin-based chain has been closing outdated U.S. restaurants to focus on profitable locations. It closed 240 restaurants in 2024. The company plans to shutter up to 358 locations in 2026.

In September, Meritage Hospitality Group filed for bankruptcy protection. The Michigan-based franchisee operates 314 Wendy's restaurants in 15 states. The filing occurred after the chain attempted to terminate its franchise agreement. Wendy's had 5,969 U.S. restaurants and 1,428 outlets in 38 countries at the end of 2025. The company's share of U.S. burger chain sales fell from 11.5% in 2019 to 10.4% last year.