Nelson Peltz's Trian Fund Management is forming a consortium to take Wendy's private, sending shares up as much as 15% on Wednesday before trading was briefly halted for volatility.
The group includes BlueFive Capital and Flynn Group, a large Wendy's franchisee, and is expected to submit a formal bid in the coming weeks, according to a source familiar with the matter.
Wendy's responded cautiously, saying its board would "thoroughly review any proposal submitted by Trian consistent with its fiduciary duties."
Peltz personally holds a 16.24% stake in Wendy's, while Trian holds an additional 7.85%, making the pair the company's largest combined shareholder at over 24%.
This isn't Trian's first look at a Wendy's buyout. The firm explored a similar deal in 2022 but ultimately walked away.
Wendy's slide created the opening
The timing reflects how far Wendy's has fallen. The chain reported a 7% decline in US same-store sales in the second quarter, its sixth straight quarterly contraction.
That skid allowed Restaurant Brands International's Burger King to reclaim the No. 2 US burger chain position by system sales, ending Wendy's six-year run in that spot.
Burger King's US same-store sales jumped 8.5% over the same period, fueled by restaurant remodels, a revamped Whopper, and a quality guarantee program.
"Wendy's has lost share within the quick service restaurants hamburger category for 17 straight months," said Consumer Edge analyst Michael Gunther.
Wendy's pulled its full-year outlook last week and cut its annual dividend, citing declining customer traffic and shrinking franchisee profits.
The chain has also closed a net 174 US restaurants as part of an ongoing restructuring that began in late 2025.
Leadership churn made things worse
Wendy's leadership instability compounded its operational struggles. Longtime CEO Todd Penegor retired in 2024. His successor, former PepsiCo executive Kirk Tanner, left after roughly a year to lead Hershey.
CFO Ken Cook served as interim CEO before Bob Wright, the former CEO of Potbelly, took the permanent role in May.
"Today we are clearly not performing at our potential."
Bob Wright, Wendy's CEO
Wright has outlined five turnaround priorities, including menu rebuilding, marketing improvements, and digital investment.
Peltz's history with Wendy's runs deep. He first bought into the chain in 2005 and pushed major strategic changes, including the spinoff of Tim Hortons.
He was named chairman emeritus in 2024 after 17 years on the board, and his son Bradley and Trian executive Peter May still hold board seats.
With Wendy’s valued at roughly $1.44B, Peltz appears to see an opportunity to fix the chain outside the pressures of the public market.