Wendy's rejects $7.35 bid, adopts rights plan

Unapproved ownership at 15% can activate share-purchase rights, while the plan expires November 3, 2027 unless ended earlier.

Available on EDGAR 11/05/2026 - 07:17 AM EST Accepted by SEC EDGAR 11/05/2026 - 07:17 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

WEN adopted a shareholder rights plan on November 4, 2026, and declared one right for each common share held by stockholders of record on November 16, 2026. The company’s independent committee unanimously rejected an unsolicited, non-binding proposal from Trian Partners, Flynn Group LP, BlueFive Capital and Sixth Street Partners to acquire the shares they do not already own for $7.35 per share in cash. The committee cited Dave’s Way, a plan focused on customer traffic, market share and restaurant profitability.

Each right, when exercisable, permits its holder to buy one one-thousandth of a Series A Junior Participating Preferred Share for $37.00, subject to adjustment. Rights are not exercisable before the Distribution Date; without Board or Independent Committee approval, a person or group acquiring 15% or more—or a holder already at that level acquiring additional shares—triggers the plan. Rights held by the triggering person or group become void. Other holders may buy common shares worth twice the rights’ purchase price, or the Board may exchange each right for one common share. Before any Acquiring Person emerges, the Board may redeem all rights for $0.001 per right, subject to adjustment. They expire at the close of business on November 3, 2027, unless earlier redeemed or exchanged.

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Positive

• None.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Rights plan may make unapproved business combinations more difficult at the 15% ownership threshold.

Filing Explained

For the rights plan’s 15% trigger, Wendy’s says ownership by shareholders merely “acting in concert” is not combined unless they have formed a group under applicable securities laws; whether holdings count together therefore depends on group status, not coordination alone.

8-K Event Classification

6 items: 1.01, 3.03, 5.02, 5.03, 7.01, 9.01

6 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Proposal price per share: $7.35 per Common Share in cash Rights dividend: One right per Common Share Ownership trigger: 15% or more +3 more

6 metrics

Proposal price per share $7.35 per Common Share in cash Unsolicited, non-binding proposal to acquire shares not already owned by the Investor Group

Rights dividend One right per Common Share For stockholders of record on November 16, 2026

Ownership trigger 15% or more Rights plan threshold for an unapproved acquisition

Rights purchase price $37.00 per one one-thousandth of a Preferred Share Subject to adjustment under the Rights Agreement

Redemption price $0.001 per Right Board may redeem all rights before an Acquiring Person emerges

Rights expiration November 3, 2027 At close of business unless earlier redeemed or exchanged

Key Terms

Acquiring Person, Distribution Date, Grandfathered Stockholder, Flip In, +1 more

5 terms

Acquiring Person technical

"such person, an Acquiring Person"

An acquiring person is an individual or entity that buys or otherwise gains a significant ownership stake in a publicly traded company, often enough to influence control, board composition, or corporate strategy. Think of it like a new homeowner who purchases enough rooms in a shared house to decide how the house is run; such a change can affect management decisions, dividend policies, and how the market values the company.

Distribution Date technical

"The Distribution Date is the earlier of"

The distribution date is the day a company, fund, or trust actually pays out cash or other assets to its shareholders or unitholders. Think of it as the payday when owners receive dividends, interest, or capital gains distributions; it matters to investors because it determines when you get the money, can affect the security’s price that day, and has tax and cash-flow consequences.

Grandfathered Stockholder technical

"each, a Grandfathered Stockholder"

Flip In technical

"Flip In. In the event that any person or group"

Flip Over technical

"Flip Over. In the event that, at any time"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did the WEN investor group propose?

Trian Partners, Flynn Group LP, BlueFive Capital and Sixth Street Partners proposed to acquire the common shares they did not already own for $7.35 per share in cash. The proposal was unsolicited and non-binding.

What triggers the WEN rights plan?

The rights are not exercisable until the Distribution Date. Without Board or Independent Committee approval, the plan is triggered if a person or group acquires 15% or more of the outstanding common shares, or a holder already at that level acquires additional shares.

When do WEN rights separate from common shares?

The Distribution Date is the earlier of the close of business on the 10th day after the first public announcement that someone became an Acquiring Person (or the Record Date if that 10th day falls earlier) and the close of business on the 10th day after a qualifying tender or exchange offer is first published, sent or given. The Board may set a later offer-related date before anyone becomes an Acquiring Person.

How does the WEN rights plan treat existing 15% shareholders?

A person who beneficially owned 15% or more immediately before the first public announcement of the plan is grandfathered. That status ends if ownership first falls below 15%. After the announcement, acquiring additional shares generally triggers the plan unless the person’s resulting ownership is below 15%.

Does the WEN rights plan combine ownership of shareholders acting in concert?

No. The plan does not aggregate shareholders acting in concert unless and until they have formed a group under applicable securities laws.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Wendy's Co false 0000030697 --01-03 0000030697 2026-11-04 2026-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 4, 2026

THE WENDY’S COMPANY

(Exact name of registrant as specified in its charter)

Delaware		1-2207		38-0471180
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
One Dave Thomas Boulevard, Dublin, Ohio				43017
(Address of principal executive offices)				(Zip Code)

(614) 764-3100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, $.10 par value		WEN		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On November 4, 2026, the Board of Directors (the “Board”) (excluding the directors affiliated with Trian Fund Management, L.P. (“Trian”)) of The Wendy’s Company (the “Company”) adopted a stockholder rights plan, as set forth in a Rights Agreement (the “Rights Agreement”), dated as of November 4, 2026, between the Company and Equiniti Trust Company, LLC, as rights agent (the “Rights Agent”), and authorized and declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, $0.10 par value per share, of the Company (the “Common Shares”) to stockholders of record at the close of business on November 16, 2026 (the “Record Date”). Except as set forth below, each Right, if it becomes exercisable, entitles the registered holder thereof to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, $0.10 par value per share, of the Company (the “Preferred Shares”) at a purchase price of $37.00 per one one-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment as provided in the Rights Agreement. In addition, one Right will automatically attach to each Common Share that becomes outstanding between the Record Date and the earliest of the Distribution Date (as hereinafter defined), the redemption of the Rights or the expiration of the Rights. The complete terms of the Rights are set forth in the Rights Agreement.

The Board adopted the Rights Agreement in response to the unsolicited, non-binding proposal made on October 28, 2026 by Trian and Flynn Group LP, BlueFive Capital and Sixth Street Partners (together, the “Investor Group”), to acquire all of the Common Shares not currently owned by the Investor Group for $7.35 per Common Share. The Rights Agreement is intended to reduce the likelihood that any person or group gains actual or negative control of the Company without paying all stockholders an appropriate premium for that control, and to ensure that all stockholders receive fair and equal treatment in the event of any proposed takeover of the Company. It is also intended to afford the Board and the previously constituted committee of independent directors of the Board (the “Committee”) sufficient time and opportunity to make informed judgments and take actions that are in the best interests of the Company and its stockholders. The Rights Agreement applies equally to all current and future stockholders and is not intended to deter offers or preclude the Board from considering offers that are fair and otherwise in the best interest of the Company and its stockholders. In adopting the Rights Agreement, the Board also considered, among other things, that the Investor Group rejected an offer from the Company to enter into a customary standstill agreement.

Generally, the Rights Agreement works by imposing significant dilution upon any person or group that acquires fifteen percent (15%) or more of the Common Shares (including in economic exposure through certain derivatives contracts as described in the Rights Agreement) without the approval of the Board or the Committee (such person, an “Acquiring Person”). As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving the Company that is not approved by the Board. The Rights Agreement is not intended to interfere with any merger, tender or exchange offer or other business combination approved by the Board.

The following description of the terms of the Rights Agreement (which includes as exhibits thereto the Form of Certificate of Designations and the Form of Right Certificate) does not purport to be complete and is qualified in its entirety by reference to the detailed terms and conditions set forth in the Rights Agreement, a copy of which is filed herewith as Exhibit 4.1 and incorporated herein by reference.

The Rights

Initially, the Rights will be evidenced by the certificates representing Common Shares then outstanding (or, in the case of Common Shares held in uncertificated form, by the transaction statement or other record of ownership of such Common Shares), and no separate Right Certificates (as defined below) will be distributed. Upon the occurrence of the Distribution Date, the Rights will separate from the Common Shares and, as soon as practicable thereafter, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date, and such separate Right Certificates alone will evidence the Rights. The “Distribution Date” is the earlier of (i) the close of business on the 10th day after the first date of public announcement that any person has become an Acquiring Person (such date, the “Shares Acquisition Date”) (or, if the 10th day after the Shares Acquisition Date occurs before the Record Date, the close of business on the Record Date) and (ii) the close of business on the 10th day (or such later date as the Board shall determine, prior to such time as any person becomes an Acquiring Person) after the date that a tender or exchange offer by any person is first published, sent or given, if, upon consummation thereof, such person would become an Acquiring Person.

Until the earliest of the Distribution Date, the date that the Rights are redeemed by the Board and the date on which the Rights expire, (i) in the case of certificated Common Shares, the Rights associated with the Common Shares represented by any certificate will be evidenced by such certificate and the surrender for transfer of any such certificate

shall also constitute the transfer of the Rights associated with the Common Shares represented thereby, and (ii) in the case of Common Shares held in uncertificated form, the Rights associated with the Common Shares shall be evidenced by the balances indicated in the book-entry account system of the transfer agent for such shares and the transfer of any Common Share in the book-entry account system of the transfer agent for such shares shall also constitute the transfer of the Rights associated with such shares. Therefore, until the Distribution Date, the Rights may be transferred with and only with the underlying Common Shares of the Company. After that date, the Rights may be transferred only on the registry book of the Rights Agent. Any Rights held by an Acquiring Person will become null and void and may not be exercised.

Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.

“Grandfathering” of Existing Holders

The Rights Agreement also provides that any person who beneficially owned 15% or more of the Common Shares (including in economic exposure through certain derivatives contracts as described in the Rights Agreement) immediately prior to the first public announcement by the Company of the adoption of the Rights Agreement (each, a “Grandfathered Stockholder”) shall not be deemed to be an “Acquiring Person” for purposes of the Rights Agreement unless and until a Grandfathered Stockholder becomes the beneficial owner of additional Common Shares (including in economic exposure through certain derivatives contracts as described in the Rights Agreement) after the first public announcement by the Company of the adoption of the Rights Agreement unless, upon such acquisition of beneficial ownership of additional Common Shares, such person is not the beneficial owner of 15% or more of the Common Shares then outstanding. In addition, upon the first decrease of a Grandfathered Stockholder’s beneficial ownership below 15%, such Grandfathered Stockholder will no longer be deemed to be a Grandfathered Stockholder.

Exercisability

The Rights are not exercisable until the Distribution Date.

Flip In. In the event that any person or group becomes an Acquiring Person, all holders of Rights (not including the Rights of the Acquiring Person, which will have become null and void) may, for the Purchase Price, purchase Common Shares (or, in certain circumstances, a combination of Common Shares and Preferred Shares) with a then-current market value of twice the Purchase Price, based on the market value of the Common Shares.

Flip Over. In the event that, at any time after a person or group has become an Acquiring Person, (i) the Company or its subsidiaries are party to a merger with another company in which the Common Shares are converted into other securities, cash or property, or (ii) the Company sells or otherwise transfers 50% or more of the assets or earning power of the Company and its subsidiaries (taken as a whole) to another company, all holders of Rights (not including the Rights of the Acquiring Person, which will have become null and void) may, for the Purchase Price, purchase shares of common stock of such other company with a then-current market value of twice the Purchase Price, based on the market price of such common stock prior to such merger or sale.

Expiration

The Rights will expire at the close of business on November 3, 2027, unless earlier redeemed or exchanged by the Company as described below.

Exchange

After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the outstanding Common Shares, the Board may extinguish the Rights by exchanging one Common Share (or, in certain circumstances, Preferred Shares or a combination of Common Shares and Preferred Shares) for each Right (not including the Rights of the Acquiring Person, which will have become null and void).

Anti-Dilution Provisions

The Board may adjust the Purchase Price, the number of Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, or a reclassification of the Preferred Shares or Common Shares. No adjustments to the Purchase Price of less than 1% will be made.

Preferred Share Provisions

Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will entitle holders, in preference to the holders of Common Shares, to receive, when and if declared, quarterly dividends in an amount per share equal to the greater of (i) $0.10 and (ii) subject to adjustment, 1,000 times the aggregate per share dividend amount declared on the Common Shares. In the event of liquidation, the holders of the Preferred Shares will be entitled to a preferential liquidation payment equal to the greater of (x) $1,000 per Preferred Share (plus an amount equal to accrued and unpaid dividends and distributions thereon) and (y) an aggregate amount per Preferred Share subject to certain adjustments equal to 1,000 times the aggregate amount to be distributed per share to the holders of the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each thousandth of a Preferred Share will be entitled to receive (subject to certain adjustments) the amount received per Common Share. These rights are protected by customary anti-dilution provisions.

No fractional Preferred Shares will be issued other than fractions which are integral multiples of one one-thousandth of a Preferred Share (which may, at the election of the Company, be evidenced by depositary receipts), but, in lieu thereof, an adjustment in cash will be made based on the closing price of the Preferred Shares on the last trading day prior to the date of exercise.

Redemption

The Board may, at its option, at any time prior to such time as any person or group becomes an Acquiring Person, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, subject to adjustment (the “Redemption Price”). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

Amendments

The Company may from time to time supplement or amend the Rights Agreement without the approval of any holders of Right Certificates in order to, among other things, make any provisions with respect to the Rights, the Rights Agreement or otherwise, which the Company may deem necessary or desirable; provided, however, that from and after such time as any person or group becomes an Acquiring Person, the Rights Agreement may not be amended in any manner which would adversely affect the interests of the holders of Rights.

ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

In addition, at a meeting of the Board held on November 4, 2026, to which all non-employee directors of the Board were invited, and which was attended by a quorum of the Board, including members of the Board constituting a quorum of the Compensation and Human Capital Committee of the Board (the “CHC Committee”) and a quorum of the Performance Compensation Subcommittee of the CHC Committee, the Board, in consultation with the independent outside compensation consultant of the CHC Committee, approved amendments to the Company’s 2010 Omnibus Award Plan (as amended, the “2010 Plan”), the Company’s 2020 Omnibus Award Plan (as amended, the “2020 Plan” and, together with the 2010 Plan, the “Omnibus Plans”), outstanding equity-based awards granted under the 2020 Plan (including those held by the Company’s executive officers) and the Wendy’s International, LLC Executive Severance Pay Policy (as amended, the “Severance Policy”, and collectively, the “Amendments”).

The Amendments reflect the following changes:

• update the definition of “Change in Control” under the Omnibus Plans to eliminate the exclusion for specified corporate transactions involving Nelson Peltz, Peter W. May or any person controlled by either of them;

• provide that, in the event of a Change in Control, outstanding performance units will convert into a number of restricted stock units based on deemed achievement of applicable performance conditions at the following levels (i) for each performance goal other than relative total shareholder return, (A) actual performance for each period over which performance is measured under the applicable award agreement that is completed before the Change in Control and (B) for any period that has not been completed as of the Change in Control, the greater of actual performance through the date of the Change in Control and target performance, and (ii) for relative total shareholder return (whether as a performance goal or a performance modifier), actual performance through the date of the Change in Control (or, if earlier, the end of the applicable performance period) and, if such restricted stock units remain outstanding after a Change in Control and the holder thereof has a termination of employment by the Company without Cause or due to a resignation by the holder thereof with Good Reason (each, as defined in the 2020 Plan) prior to the end of applicable performance period, all such restricted stock units shall accelerate vesting in full;

• provide that, for purposes of the 2020 Plan and the Severance Policy, the duration of the protection period following a Change in Control during which special vesting rules apply in the event of a termination of employment by the Company without Cause or a resignation with Good Reason, is 18 months; and

• clarify that, for purposes of the 2020 Plan and the Severance Policy, a resignation of employment with Good Reason (as defined in the 2020 Plan) within 18 months following a Change in Control will be treated like a termination of employment by the Company without Cause for purposes of severance (including salary continuation and annual cash incentive payments and benefits) and treatment of equity-based awards.

The descriptions of the Amendments herein do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Amendments to the 2010 Plan, 2020 Plan, relevant award agreements and Severance Policy, as applicable, each of which is filed herewith and incorporated herein by reference.

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

In connection with the adoption of the Rights Agreement referenced in Item 1.01, the Board approved a Certificate of Designations of Series A Junior Participating Preferred Stock of the Company (the “Certificate of Designations”). The Certificate of Designations will be filed with the Secretary of State of the State of Delaware on November 5, 2026. The Certificate of Designations sets forth the rights, powers and preferences of the Preferred Shares.

The summary of the rights, powers and preferences of the Preferred Shares set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. A copy of the Certificate of Designations is filed herewith as Exhibit 3.1 and incorporated herein by reference.

ITEM 7.01. REGULATION FD DISCLOSURE.

On November 5, 2026, the Company issued a press release (the “Rights Agreement Press Release”) announcing the adoption of the Rights Agreement and declaration of a dividend of the Rights and the Board’s rejection of an unsolicited, non-binding proposal from the Investor Group to acquire all of the outstanding Common Shares not currently owned by the Investor Group for $7.35 per share in cash. A copy of the Rights Agreement Press Release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Designations of Series A Junior Participating Preferred Stock of The Wendy’s Company.
4.1		Rights Agreement, dated as of November 4, 2026, between The Wendy’s Company and Equiniti Trust Company, LLC, as Rights Agent.
10.1		Third Amendment to The Wendy’s 2010 Omnibus Award Plan.
10.2		Second Amendment to The Wendy’s 2020 Omnibus Award Plan.
10.3		Amendment to Awards Issued by The Wendy’s Company Under The Wendy’s Company 2020 Omnibus Award Plan.
10.4		Wendy’s International, LLC Executive Severance Pay Policy, as amended November 4, 2026.
10.5		Form of Nonqualified Stock Option Award Agreement under The Wendy’s Company 2020 Omnibus Award Plan.
10.6		Form of Restricted Stock Unit Award Agreement under The Wendy’s Company 2020 Omnibus Award Plan (Ratable Vesting).
10.7		Form of Restricted Stock Unit Award Agreement under The Wendy’s Company 2020 Omnibus Award Plan (Cliff Vesting).
99.1		Press Release issued by The Wendy’s Company, dated November 5, 2026.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 5, 2026

THE WENDY’S COMPANY
By:		/s/ Mark L. Johnson
Name:		Mark L. Johnson
Title:		Director - Corporate & Securities Counsel, and Assistant Secretary

Exhibit 99.1

Wendy’s Independent Committee Rejects Proposal from Trian Partners-Led Group

Determines Proposal Substantially Undervalues Wendy’s and the Significant Upside Expected from Execution of Dave’s Way, the Company’s Strategic Plan

Announced Separately Today

Adopts Limited-Duration Shareholder Rights Plan

DUBLIN, Ohio – Nov. 5, 2026 – The Wendy’s Company (Nasdaq: WEN) (“Wendy’s” or the “Company”) today announced that the previously constituted committee of independent directors of the Company’s Board of Directors (the “Independent Committee”), which is unaffiliated with Trian Fund Management, L.P. (“Trian Partners”) and its investor group, has unanimously rejected the unsolicited, non-binding proposal from Trian Partners, Flynn Group LP, BlueFive Capital and Sixth Street Partners (together, the “Investor Group”) to acquire all of the outstanding shares of common stock of Wendy’s not currently owned by the Investor Group for $7.35 per share in cash (the “Proposal”). Consistent with its fiduciary duties, and in consultation with its independent financial and legal advisors, the Independent Committee carefully and thoroughly reviewed and evaluated the Proposal and concluded that the Proposal 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.

“The Independent Committee thoroughly evaluated this Proposal and unanimously concluded that it substantially undervalues Wendy’s standalone prospects and long-term earnings potential,” said Art Winkleblack, Chairman of the Board and a member of the Independent Committee. “Our confidence rests firmly in Bob Wright’s proven track record of seasoned industry leadership, including restaurant business turnarounds. We believe in Bob and his executive team’s ability to execute on the plan they recently presented to our franchisees at the 2026 Wendy’s convention. The Independent Committee and management team are confident that, through the implementation of Dave’s Way, the Company will deliver on its value potential.”

Wendy’s announced Dave’s Way separately today as part of the Company’s third quarter earnings release. Under Bob Wright’s leadership as President and Chief Executive Officer, Dave’s Way is focused on growing customer traffic and market share while strengthening restaurant profitability through five strategic pillars: menu with quality food at real value, distinct branding and marketing to drive demand, operational excellence that delights customers, a winning digital experience to build frequency and restaurants as the engine for growth. With execution already underway, the Company has strengthened its leadership team and aligned its global franchise system behind Dave’s Way, established a Strategic Activation Office to accelerate progress across all five pillars, and is already seeing some early returns on those initial strategic investments. The Board of Directors remains committed to acting in the best interests of the Company and is focused on enhancing shareholder value consistent with its fiduciary duties.

More information on Dave’s Way will be made available during the Company’s third quarter earnings call, to be held this morning at 8:30 a.m. (Eastern Time).

Page 1 of 3

Limited-Duration Shareholder Rights Plan

The Company also announced today that the Board of Directors (the “Board”) determined in accordance with its fiduciary duties that adopting a shareholder rights plan (the “Rights Plan”) would be in the best interests of the Company and all of its shareholders, and that the Board adopted a limited-duration Rights Plan on November 4, 2026.

The Rights Plan is intended to reduce the likelihood that any person or group gains actual or negative control of the Company without paying all shareholders an appropriate premium for that control, and to ensure that all shareholders receive fair and equal treatment in the event of any proposed takeover of the Company. It is also intended to afford the Board and the Independent Committee sufficient time and opportunity to make informed judgments and take actions that are in the best interests of the Company and its shareholders. The Rights Plan applies equally to all current and future shareholders and is not intended to deter offers or preclude the Board of Directors from considering offers that are fair and otherwise in the best interest of the Company and its shareholders.

In adopting the Rights Plan, the Board also considered, among other things, that the Investor Group rejected an offer from the Company to enter into a customary standstill agreement.

The Rights Plan is similar to other plans adopted by publicly traded companies. Pursuant to the Rights Plan, the Company is issuing one right for each share of common stock as of the close of business on November 16, 2026. Under the Rights Plan, the rights will become exercisable if a person or group acquires beneficial ownership of 15% or more of Wendy’s outstanding common stock or if a person or group that currently beneficially owns 15% or more of Wendy’s outstanding common stock acquires beneficial ownership of additional shares, in each case, without the approval of the Board of Directors or the Independent Committee. The Rights Plan does not aggregate the ownership of shareholders “acting in concert” unless and until they have formed a group under applicable securities laws. In the event that the rights become exercisable due to the triggering ownership threshold being crossed, each right will entitle its holder (not including the person or group triggering the Rights Plan, whose rights will become null and void) to purchase, at the then-current exercise price, additional shares of common stock of the Company having a then-current market value of twice the exercise price of the right, or the Company may exchange each right held by such holders for one share of common stock. The Rights Plan does not contain any dead-hand, slow-hand, no-hand or similar feature that limits the ability of a future board of directors to redeem the rights.

The Rights Plan is effective immediately and has a one-year duration, expiring on November 3, 2027. The Board may consider an earlier termination of the Rights Plan as circumstances warrant.

Additional details about the Rights Plan are available in a Form 8-K to be filed by Wendy’s with the U.S. Securities and Exchange Commission.

The Independent Committee will continue to take actions that it determines are in the best interests of Wendy’s and its shareholders. The Company does not intend to comment further on this matter unless it determines that additional disclosure is appropriate or required.

Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are acting as financial advisors to the Independent Committee, and Simpson Thacher & Bartlett LLP is acting as legal counsel to the Independent Committee. Kirkland & Ellis LLP is serving as legal advisor to the Company.

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Forward-Looking Statements

This press release contains certain statements that are not historical facts, including statements regarding the Company’s strategic areas of focus and future performance under the Dave’s Way plan, as well as the Proposal and the benefits of the Rights Plan. Those statements, as well as statements preceded by, followed by, or that include the words “will,” “may,” “believes,” “intends,” “plans,” “expects,” “anticipates,” or similar expressions constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). The forward-looking statements are based on the Company’s expectations at the time, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These factors include, but are not limited to, the factors identified in the “Special Note Regarding Forward-Looking Statements and Projections” and “Risk Factors” sections of our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and in our other filings with the Securities and Exchange Commission. For all forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act.

About Wendy’s The Wendy’s Company (Nasdaq: WEN) and Wendy’s^® franchisees employ hundreds of thousands of people across more than 7,000 restaurants worldwide. Founded in 1969, Wendy’s is committed to the promise of Fresh Famous Food, Made Right, For You, delivered to customers through its craveable menu including made-to-order square hamburgers using fresh beef*, and fan favorites like the Spicy Chicken Sandwich and nuggets, Baconator^®, and the Frosty^® dessert. Wendy’s supports the Dave Thomas Foundation for Adoption^®, established by its founder, which seeks to dramatically increase the number of adoptions of children waiting in North America’s foster care system. Learn more about Wendy’s at www.wendys.com. For details on franchising, visit www.wendys.com/franchising. Connect with Wendy’s on X, Instagram and Facebook.

* Fresh beef available in the contiguous U.S. and Alaska, as well as Canada, Mexico, Puerto Rico, the UK, and other select international markets.

Investor Contact:

Aaron Broholm

Head of Investor Relations

(614) 764-3345; aaron.broholm@wendys.com

Media Contact:

Heidi Schauer

Vice President – Communications, Public Affairs & Customer Care

(614) 764-3368; heidi.schauer@wendys.com

Nick Lamplough / Clayton Erwin

Collected Strategies

Wendys-CS@collectedstrategies.com

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Filing Exhibits & Attachments

13 documents

Press Releases

• EX-99.1 EX-99.1 15.8 KB

Agreements & Contracts

• EX-10.1 EX-10.1 12.9 KB
• EX-10.2 EX-10.2 13.0 KB
• EX-10.3 EX-10.3 15.3 KB
• EX-10.4 EX-10.4 35.5 KB
• EX-10.5 EX-10.5 36.2 KB
• EX-10.6 EX-10.6 36.3 KB
• EX-10.7 EX-10.7 36.9 KB

Other Documents

• EX-3.1 EX-3.1 21.9 KB
• EX-4.1 EX-4.1 252.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB