The Wendy's Company Confirms Receipt of Unsolicited Proposal from Trian Partners

The Wendy's Company Confirms Receipt of Unsolicited Proposal from Trian Partners

DUBLIN, Ohio, Oct. 28, 2026 /PRNewswire/ -- The Wendy's Company (Nasdaq: WEN) ("Wendy's" or the "Company") today confirmed that it received an unsolicited, non-binding proposal from Trian Fund Management, L.P. ("Trian Partners"), Flynn Group LP, BlueFive Capital and Sixth Street Partners (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").

In response to the Schedule 13D/A filed by Trian Partners on February 18, 2026, the Wendy's Board of Directors formed a committee of independent directors not affiliated with the Investor Group to evaluate any proposal from Trian Partners. The independent committee, in consultation with its financial and legal advisors, will evaluate the Proposal consistent with its fiduciary duties and in the best interests of the Company and its shareholders. There can be no assurance that the Company will pursue this transaction or other strategic outcome, or that any definitive agreement will be approved or consummated. The Company does not intend to disclose further developments regarding this matter unless and until further disclosure is determined to be appropriate or necessary. Wendy's shareholders are not required to take any action at this time.

Under Bob Wright's leadership as Wendy's President and Chief Executive Officer, the Company is moving with urgency and has identified core strategic areas of focus to improve performance and accelerate the business, including rebuilding a quality menu at compelling value, marketing that drives demand, operational excellence, a digital experience that builds frequency and leveraging restaurants as an engine for growth. Wendy's is looking forward to sharing more detail on its strategic plan and financial results on its previously announced Q3 Earnings Call on November 5.

Morgan Stanley & Co. LLC is acting as financial advisor to the independent committee, and Simpson Thacher & Bartlett LLP is acting as legal counsel to the independent committee.

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 opportunities and future performance. 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 

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SOURCE The Wendy's Company