Nelson Peltz's Trian Fund Management, joined by restaurant operator Flynn Group and investment firms BlueFive Capital and Sixth Street Partners, has offered to buy Wendy's for roughly $1.4 billion, or $7.35 a share in cash, per Fox Business.

The bid represents about a 20% premium over Wendy's $1.2 billion valuation at Tuesday's market close. Wendy's board has formed a committee to review the proposal.

In a letter to the board, Peltz wrote that "Wendy's sits at a critical juncture" and that the business "requires significant capital investment to de-lever and execute the strategic initiatives needed to turn system performance around."

Fortune reports that Wendy's, once prized for its "fresh, never frozen" beef and differentiated square patties, chili and Frosty desserts, has slipped to third place among U.S. burger chains, overtaken by a resurgent Burger King after long being second only to McDonald's.

The company has struggled for 18 months: promotions like Minions & Monsters kids' meals fell flat, breakfast attempts angered franchisees by adding costs with little payoff, and CEO turnover brought Bob Wright in May as its fourth chief in three years.

Shares are down 65% from three years ago, briefly hitting a 20-year low in June, and the stock surged nearly 17% on the bid news, according to Fox Business.

Fortune reports that in its most recent quarter, Wendy's U.S. same-restaurant sales fell 7%, the sixth straight decline, while visits to U.S. stores slumped 12.5%, signaling customers are dropping the habit.

Net income fell 40% in the first half of 2026 amid high beef costs, and the company carries $2.4 billion in debt, roughly equal to its annual revenue. In August, Wendy's withdrew its full-year 2026 outlook and cut its dividend dramatically.

Wright has acknowledged the damage, telling investors that quality differentiation has eroded, the value proposition has weakened, and ingredients were lowered to save costs.

Competitors are capturing the slack: Burger King's same-restaurant sales rose 8.5% last quarter with Whopper sales up 20%, and Shake Shack's same-store sales rose 3.5%.

The bid's backers argue, per Fox Business, that private ownership would provide "patient, long-duration capital" to manage approaching debt maturities and fund a multi-year turnaround away from short-term public-market pressure.

TD Cowen, cited by Fortune, agrees a take-private makes sense given a prolonged turnaround and a challenged lower-income consumer.

But friction is emerging: Fortune reports activist investor Blackwells Capital accuses Peltz of opportunism, waiting for shares to sink and calling Wendy's decline "the consequences of his own disastrous tenure."

A take-private process could also distract Wright, who says the fix "is going to take time." Wendy's reports third-quarter results Thursday, with analysts expecting about a 6% U.S. same-store sales decline, and the company says it is acting with urgency on its turnaround.