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Wendy’s Rejects Trian-Led $7.35 Offer

Independent directors say a $7.35-a-share cash proposal from a Trian-led group substantially undervalues the burger chain, and they have adopted a one-year poison pill while US sales keep falling.

Wendy’s (NASDAQ: WEN), the US burger chain, has rejected a $7.35-a-share cash offer from a group led by Trian Partners. The board announced the decision at 12:01pm London time today, before the US market opened, and the shares are trading above the offer.

Shares were quoted at about $8.01, up 4.65%, in delayed trading at 3:36pm New York time (8:36pm in London). Yesterday’s close was $7.65.

The group, which also includes Flynn Group, BlueFive Capital and Sixth Street, made the unsolicited cash proposal last Wednesday for all shares it does not already own. It valued Wendy’s at about $1.4bn, a premium of about 20% to the prior close of $6.14. The shares rose 15.1% to $7.07 that day, and Wendy’s Independent Committee has now unanimously rejected the offer.

The rejection follows a weak third quarter. US same-restaurant sales fell 5.7%, compared with a 4.7% fall a year earlier, and net income was $15.1m, compared with $44.3m. Adjusted earnings per share were $0.13, compared with $0.24, though that beat survey consensus of $0.10. Revenue was $547.0m, compared with $549.5m.

Line chart of Wendy's share price from May to November 2026 against the $7.35 Trian-led offer
Wendy’s daily closes, 4 May to 4 November, against the $7.35 Trian-led offer.

The Independent Committee thoroughly evaluated this Proposal and unanimously concluded that it substantially undervalues Wendy’s standalone prospects and long-term earnings potential

Art Winkleblack, Wendy’s

Winkleblack is chairman and sits on the committee. The board adopted a one-year shareholder rights plan, known as a poison pill, yesterday after the group refused a standstill. It has a 15% trigger and expires on 3 November 2027. Holdings data at 30 June showed Trian with about 30.5m shares, roughly 16.0%.

Trian declined to comment.

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