Wendy's has adopted a “poison pill” plan designed to fend off a hostile takeover after turning down a $1.4 billion buyout bid from activist investor Nelson Peltz.
The chain, which has been struggling with high beef prices and aging stores, said Thursday that the offer was too low.
Peltz, a noted investor, offered to buy the chain last week. He said that the fast-food landscape had become increasingly challenging, with consumers under pressure, intensifying competition and persistent inflation, and insisted his offer was the best path forward for shareholders.
But Wendy's CEO Bob Wright, who joined the company in May from Potbelly, told investors on a conference call Thursday that 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.
The company reported a better than expected performance during the third quarter, and its shares rose more than 2% on Thursday.
Wendy's said in a statement that a committee of independent directors unanimously rejected the offer because it “substantially undervalues” the company.
The so-called “poison pill” is a shareholders' rights plan intended to avert a hostile takeover of the company. It grants all shareholders except the hostile bidder the right to purchase discounted shares. The plan 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 hold 16.3% of the company's shares.
Wendy's said the plan would stay in place for one year. Trian didn't immediately comment.
The chain has been closing outdated U.S. restaurants so it can focus on its more profitable locations. It closed 240 restaurants in 2024 and said earlier this year that it planned to shutter up to 358 locations in 2026.
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.
At the end of 2025, Wendy's, which is based in Dublin, Ohio, had 5,969 restaurants in the U.S. and 1,428 outlets in 38 countries.
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.
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