The Wendy’s Company has received an unsolicited, non-binding cash takeover proposal to acquire all outstanding common shares not currently owned by an investor group at $7.35 per share.

The investor group comprises longtime Wendy’s shareholder Trian Fund Management (also known as Trian Partners), Flynn Group, BlueFive Capital, and Sixth Street Partners.

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According to a Reuters report, the deal is valued at $1.4bn. Trian Fund Management owns a 16.3% stake in the fast-food chain, including holdings through related parties.

On 18 February 2026, Trian Partners made a Schedule 13D/A filing made by Trian Partners.

In response, Wendy’s Board of Directors formed an independent committee with no ties to the bidding consortium to review any proposals.

Wendy’s noted there is no guarantee that the discussions will result in an agreement, the pursuit of this offer, or any other strategic transaction.

Morgan Stanley & Co has been appointed as financial adviser to the independent committee, with Simpson Thacher & Bartlett acting as legal counsel.

Alongside the proposal review, Wendy’s stated it is taking urgent steps to improve performance and business growth under president and chief executive Bob Wright.

The chain’s current plan centres on restoring menu quality at competitive value and deploying marketing aimed at lifting customer demand.

The strategy also focuses on operational consistency, improving digital channels to boost visit frequency, and using its restaurant network to support long-term expansion.