Wendy's (WEN) Earnings Show Falling US Sales as It Rejects Trian's $7.35 Offer

By Stock Titan Editorial Team Published November 5, 2026, 07:17 AM EST · Updated November 5, 2026, 07:39 AM EST

Show the data

Category	Change
Burger King US	+8.4%
McDonald's US	-0.2%
Wendy's US	-5.7%

Every company reporting the same week, with its date and time, is in StockTitan's Earnings Calendar for the Week of November 2, 2026.

Why Wendy's rejected Trian's $7.35 offer

The committee of independent directors, which has no ties to Trian, rejected the proposal unanimously. It concluded that the offer "substantially undervalues the Company, does not reflect the value the Independent Committee expects to be created through the system's execution of Dave's Way, and is not in the best interests of Wendy's and its shareholders."

Dave's Way is the plan chief executive Bob Wright launched with the third quarter results. Board chairman Art Winkleblack, a member of the committee, said its confidence "rests firmly in Bob Wright's proven track record of seasoned industry leadership, including restaurant business turnarounds." In plain terms, the board is backing its chief executive's plan instead of a sale at this price.

The plan has five parts, from "menu with quality food at real value" to "restaurants as the engine for growth," the committee's release said. In the results release, Wendy's said it will make breakfast "location specific," a decision it said came from tests that "yielded significant profit improvement." It also signed a letter of intent to buy up to 163 Wendy's restaurants from Meritage Hospitality Group and its lenders. A letter of intent is a first step, not a signed deal; this one depends on a final agreement, "better and higher offers" and court approval.

Wright said there is "significant work ahead," though he is "pleased with our early progress." The plan has only just started. Chief financial officer Steve Cirulis said the breakfast decision could add "up to $200 million in restaurant-level EBITDA across the system," a measure of what the restaurants earn before interest, taxes, depreciation and amortization.

The board also adopted a shareholder rights plan on November 4, a defense often called a poison pill. The board adopted it without the directors tied to Trian, Wendy's November 5 Form 8-K shows. It is set off if anyone reaches 15% or more of the shares, or if a holder already at 15% or more buys more. Either step counts only without approval from the board or its independent committee. Every other holder could then buy shares at half their market value, which would shrink the buyer's share of the company.

Trian's group holds about 16.25% of the shares, so the plan covers any further buying by it. The board said it also weighed that the group had turned down a "customary standstill agreement," a promise to stop buying shares for a time. The rights go to the shareholders on Wendy's books on November 16, 2026, and the plan runs to November 3, 2027. Neither the 8-K nor the release says how the rights are taxed.

The same filing changes the rules for executives' pay in a takeover. Wendy's stock award plans set special terms for a "Change in Control," such as a takeover of the company. Before November 4, that definition left out certain deals involving Nelson Peltz, Peter W. May or anyone either of them controls. The board removed that exception. For 18 months after a change in control, an executive who resigns with "Good Reason," as the 2020 plan defines it, is treated as if Wendy's had let them go without cause. That gives them the severance pay and the stock award terms set for such a dismissal.

What happens to Trian's $7.35 offer for Wendy's now

On October 28, a group led by Nelson Peltz's Trian Fund Management offered $7.35 a share in cash for the Wendy's shares it does not own. Restaurant operator Flynn Group, BlueFive Capital and Sixth Street Partners are in the group.

Wendy's had called the proposal "unsolicited" and "non-binding." Its committee weighed it with Morgan Stanley and Goldman Sachs as financial advisers and the law firm Simpson Thacher & Bartlett as legal counsel.

Trian's letter argued, "The business requires significant capital investment to de-lever and execute the strategic initiatives needed to turn system performance around." The committee judged the business worth more than $7.35 under Dave's Way. The quarter does not settle that question. US same-restaurant sales still fell 5.7%, a deeper drop than the 4.7% of a year earlier.

Wendy's said it "does not intend to comment further on this matter unless it determines that additional disclosure is appropriate or required." Neither release said what Trian's group will do next.

The stock closed at $7.65 on November 4, above the $7.35 offer, StockTitan's daily price data show. On October 27, the day before the proposal became public, it had closed at $6.14.

In the first minutes after the two releases, pre-market trades ran from $7.03 to $7.83, on both sides of the $7.35 offer, StockTitan's real-time Nasdaq data show.

At $7.35, the offer put about $1.40 billion on all of Wendy's shares. That is about half of the $2.71 billion of long-term debt Wendy's had at the end of the quarter.

Trian's letter had planned to keep Wendy's existing "securitization financing," its main borrowing, in place after a deal. So the debt would have stayed with Wendy's under the proposal. The $1.40 billion is the value the offer put on all the shares. Trian's group planned to roll its own stake into the deal, so its cash would have gone only to the other holders.

Wendy's earnings for the third quarter of 2026

Wendy's reported its results on November 5 for the quarter that ended September 27, 2026. Sales at its established US restaurants fell 5.7% from a year earlier. Wendy's calls this measure same-restaurant sales. It counts only restaurants open at least 15 months, so new openings do not move it.

Revenue was $547.0 million, against $549.5 million a year earlier. That total includes money franchisees pay into shared advertising funds. Without it, adjusted revenue was $435.6 million.

Net income was $15.1 million, against $44.3 million a year earlier. Adjusted earnings per share were $0.13, against $0.24. The adjusted figures are the company's own measures, which leave out items such as write-downs of restaurant assets and gains from selling restaurants to franchisees.

Wendy's US company-operated restaurant margin was 11.7%, down from 13.1% a year earlier. It is the share of sales left at the restaurants Wendy's runs itself after food, labor, rent and other restaurant costs. The company blamed "a decline in traffic, labor rate inflation, and commodity inflation," partly offset by "an increase in average check and labor efficiencies."

Against the second quarter of 2026, the sales drop was smaller, down from 7.0%. The US restaurant margin fell to 11.7%, from 13.8% in the second quarter.

Spending on the new plan also weighed on profit. General and administrative expense, the cost of running the company, rose 26.3% to $73.1 million. Wendy's tied the rise to "strategic initiative expenses," mostly consulting and professional fees tied to Dave's Way, and to lower share-based pay a year earlier.

Wendy's US sales against Burger King and McDonald's

Burger King's US comparable sales rose 8.4% in the quarter to September 30, its owner Restaurant Brands International said on October 29. A year earlier they had risen 3.2%. Burger King and McDonald's call this measure comparable sales.

McDonald's said on November 4 that its US comparable sales fell 0.2%. Fewer visits were "largely offset by positive check growth," meaning the average order cost more. StockTitan covered that report in McDonald's earnings.

Wendy's 5.7% drop sits far below both, 14.1 percentage points behind Burger King. Trian's own letter named "intensifying competition, particularly within the QSR burger category," meaning fast-food burger chains, as a pressure on Wendy's. Burger King's report shows its US sales growing in the same stretch, while McDonald's held about flat.

That makes seven quarters in a row of falling US same-restaurant sales, starting in the first quarter of 2025. Against the third quarter of 2024, two years of drops leave these sales about 10.1% lower.

Show the data

Category	Value
Q3 2024	0.2%
Q4 2024	4.1%
Q1 2025	-2.8%
Q2 2025	-3.6%
Q3 2025	-4.7%
Q4 2025	-11.3%
Q1 2026	-7.8%
Q2 2026	-7.0%
Q3 2026	-5.7%

Did Wendy's value deals stop its sales decline?

From August 24 to September 27, the Wendy's app sold 10 chicken nuggets for $1.99 with any purchase. Earlier in 2026, Wendy's had "introduced a new Biggie platform," its line of everyday value meals.

Wright said the new plan aims at "growing customer traffic and market share while strengthening restaurant profitability." He said Wendy's is already "testing enhancements to our menu, improving marketing execution and accelerating our digital business."

The push continued after the quarter closed. On October 19, Wendy's added a $7.99 Dave's Single combo, a burger with fries and a drink, for a limited time. In August it hired Tariq Hassan, who had been McDonald's US marketing chief, for a new job running marketing and customer growth.

How many Wendy's restaurants are closing?

In the third quarter, Wendy's opened 13 US restaurants and closed 26, a net loss of 13.

Since the start of 2026, the net loss is 258 US restaurants, about 4.3% of the 5,969 it had at the end of 2025.

Most of the net loss came in the first quarter, when it was 164.

Abroad, Wendy's had 1,483 restaurants, against 1,428 at the end of 2025. In May it signed a deal with an operator to build up to 1,000 restaurants across China. Worldwide, Wendy's had 7,194 restaurants.

Show the data

Category	Change
Q3 2025	+12
Q4 2025	-10
Q1 2026	-164
Q2 2026	-81
Q3 2026	-13

Wendy's dividend, buybacks and debt

Wendy's declared another quarterly dividend of $0.07 a share with the results. Before the August cut, Wendy's paid $0.14 a share each quarter.

It bought back no shares in the third quarter, or in the fourth quarter up to the release. About $35.0 million remained under its buyback plan, which expires in February 2027.

The results release gave no forecast for 2026. Wendy's had withdrawn its outlook in August, saying its new leaders needed time to build a turnaround plan.

Wendy's had 191.2 million shares outstanding at the end of the quarter, the release's balance sheet shows. It also had $373.7 million in cash. Its long-term debt was $2.71 billion, plus $29.8 million due within a year.

Chief financial officer Steve Cirulis said Wendy's has "the financial capacity to execute the strategy." He pointed to its cash and its free cash flow, the cash left after spending on restaurants and equipment.

Frequently asked questions

The information provided in this article is for educational and informational purposes only. It does not constitute financial advice, investment recommendation, or an endorsement of any particular investment strategy. Past performance does not guarantee future results. Investors should conduct their own research and consult with a qualified financial advisor before making investment decisions.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now