Billionaire Nelson Peltz offers $1.4 billion to buy Wendy’s

American billionaire Nelson Peltz is trying to buy Wendy’s Co., the burger chain he chaired for 17 years, in a deal that values the company at about $1.4 billion.

A group led by Peltz’s Trian Fund Management LP offered $7.35 a share in cash for the Wendy’s stock it does not already own, according to a letter to the company’s board filed with U.S. regulators on Wednesday. The price is about 20% above Wendy’s closing price of $6.14 on Oct. 27. Trian and its affiliates already own about 16.3% of the company.

Wendy’s shares jumped about 15% on Wednesday to trade near $7.06, still below the offer price, a sign that investors are not fully convinced a deal will be completed. Even at $7.35, the stock would be worth less than it was at the start of the year. It had fallen 26% in 2026 before the bid.

Trian is bidding alongside Flynn Group, one of the largest Wendy’s franchisees in the U.S., and investment firms BlueFive Capital and Sixth Street Partners. The proposal is non-binding and would still need financing commitments and a definitive agreement.

Why Peltz wants it private

In the letter, the group said Wendy’s “sits at a critical juncture,” facing pressure on consumer spending, economic uncertainty, rising commodity costs and tough competition among burger chains. It argued that a turnaround would take years and heavy investment, and that private ownership would provide “patient, long-duration capital” without the swings of the stock market while the company deals with upcoming debt maturities.

Going private “will deliver the best outcome for the broader stakeholder base,” Peltz wrote. Trian is pitching shareholders “certain, premium value” in place of the risks of a long turnaround.

Wendy’s confirmed it had received the “unsolicited, non-binding proposal” and said its board had formed a committee of independent directors not affiliated with Trian to review it. The committee has hired Morgan Stanley as financial adviser and Simpson Thacher & Bartlett as legal adviser. “There can be no assurance that the Company will pursue this transaction or other strategic outcome,” Wendy’s said.

At least one other investor has pushed back. Blackwells Capital, a Wendy’s shareholder, said the proposal “dramatically undervalues Wendy’s” and “should be rejected as filed.” It said the deal could close with the support of only about four in 10 shares not tied to Trian.

A chain under pressure

Wendy’s, based in Dublin, Ohio, had 5,969 restaurants in the U.S. and 1,428 in 38 other countries at the end of last year. It has struggled with high beef prices and fierce competition from McDonald’s Corp., Burger King and others. Its share of U.S. burger chain sales slipped to 10.4% last year from 11.5% in 2019, according to industry researcher Technomic.

U.S. same-restaurant sales have fallen for six straight quarters. In the second quarter, adjusted earnings per share dropped 38% to 18 cents, the company halved its quarterly dividend to 7 cents and withdrew its forecast for 2026. Wendy’s closed 289 U.S. restaurants in the first half of the year. Meritage Hospitality Group, a franchisee that runs 314 Wendy’s outlets, filed for bankruptcy in September after Wendy’s moved to end its franchise agreement.

The company has also cycled through chief executives. Todd Penegor left in early 2024, and his successor, Kirk Tanner, departed for Hershey Co. after about 18 months. Wendy’s went roughly nine months without a permanent CEO before hiring Bob Wright. It will report third-quarter results on Nov. 5.

Peltz’s long history with Wendy’s

Peltz, 84, is the founder and chief executive of Trian, the New York investment firm he started in 2005 with Peter May and Ed Garden. Trian buys stakes in large public companies and pushes for changes, and has taken on companies including Procter & Gamble Co., Walt Disney Co. and DuPont. Peltz made his first fortune in the 1980s and 1990s through buyouts, including the drinks maker Snapple.

His ties to Wendy’s go back almost two decades. Triarc Cos., which Peltz controlled and which owned Arby’s, merged with Wendy’s in 2008. Peltz served as chairman until 2024 and has been chairman emeritus since. Peter May and Peltz’s son Matthew are also named on the new proposal.

This is not his first attempt to take the company private. Trian explored a bid in 2022 but told Wendy’s in January 2023 it had dropped the idea, citing the company’s improved business momentum. In August, reports emerged that Trian was again assembling a group of investors to make an offer.