Wendy's takeover bid: Peltz and Flynn offer $7.35 a share

Nelson Peltz and Greg Flynn have offered $1.4 billion to take Wendy's private, bidding $7.35 a share for the burger chain Peltz chaired for 17 years.

The proposal, filed with US regulators on Wednesday, pairs Peltz's investment firm Trian with Flynn Group, one of Wendy's largest franchisees, plus backers BlueFive Capital and Sixth Street Partners. The group wants to buy every share it does not already control and take the company off the stock market. The $7.35 price is a 20% premium over Tuesday's closing price, though still roughly 10% below where Wendy's shares traded at the start of the year.

Wendy's stock jumped more than 15% in premarket trading on the news. Trian and its allies already hold more than 16% of the company, a stake built up over years of Peltz pushing for changes at the chain.

Six quarters of falling sales made Wendy's cheap enough to take private.

Inside the Wendy's takeover bid

The letter, signed by Peltz and Flynn, calls itself "an expression of interest only" and reserves the right to change or withdraw the terms. It proposes a Delaware merger requiring approval from a majority of outstanding shares, with Trian rolling its own stake into the deal and voting it in favour. J.P. Morgan and BofA Securities are advising on financing, Debevoise & Plimpton on the legal side. Wendy's special committee of independent directors is expected to review the proposal; the company did not respond to a request for comment on Wednesday.

Peltz first explored buying Wendy's outright in 2022. He stepped down as chairman in 2024 and has stayed on as chairman emeritus since, with Trian pushing for board seats and strategy changes in the years between. Flynn, who built Flynn Group into one of the largest restaurant franchisees in the United States, operates hundreds of Wendy's locations alongside Applebee's, Taco Bell and Panera outlets.

Six quarters of falling sales

The bid lands as Wendy's same-store sales have fallen for six consecutive quarters, including a 7.9% drop in the second quarter of 2026, when customer traffic fell 12.5%. The chain has also churned through leadership: Todd Penegor was replaced as chief executive in early 2024, his successor Kirk Tanner left after about 18 months for Hershey's, and Wendy's went roughly nine months without a permanent chief executive before hiring Bob Wright.

Wendy's biggest franchisee, Meritage Hospitality, has already closed 33 locations this year with 60 more at risk, a sign of how deep the chain's troubles run beyond Wall Street. Whether Peltz and Flynn can agree a price with the rest of the board is the next question; nothing in Wednesday's letter binds either side to a deal.