A group of investors led by Nelson Peltz's Trian Fund Management has offered $1.4 billion to buy Wendy's, according to a regulatory filing made Wednesday, Oct. 28.

The group bid $7.35 per share in cash — a 20% premium to Tuesday's closing price — and Wendy's shares spiked about 15% in morning trading after The Wall Street Journal first reported the proposal.

Beyond Trian, the bidding group includes investment firms BlueFive Capital and Sixth Street Partners, plus Flynn Group, one of Wendy's largest franchisees. Wendy's did not immediately respond to CNBC's request for comment, and Trian declined to comment beyond the filing.

The take-private offer lands after a rough two-year stretch that CNBC says saw Wendy's stock tumble 65%, including Wednesday's gains, and six straight quarters of same-store sales declines.

TIKR reports analysts expect Wendy's normalized EPS to fall from $0.88 in fiscal 2025 to $0.48 in fiscal 2026, and that Meritage Hospitality Group, a franchisee that ran 314 Wendy's restaurants, filed for Chapter 11 on Sept. 17 and could close up to 60 of them by mid-November.

CNBC adds that budget-conscious diners are eating out less, pushing chains into discounts, while Wendy's cycled through a revolving door of chief executives with different turnaround ideas.

Trian and affiliated parties own a 16.25% stake in Wendy's, per the regulatory filing cited by CNBC, making them the company's largest shareholder — and Peltz's history with the brand dates back more than two decades to an activist campaign.

TIKR notes the offer sits almost exactly at Wall Street's average price target of $7.32, set Monday after UBS cut to $6.50 and BofA to $7, so Trian is effectively offering what the Street already thought Wendy's was worth.

The firm is pitching shareholders what it calls "certain, premium value" instead of the risks of a long turnaround.

The proposal is non-binding, and Trian has walked away before: TIKR reports the firm explored a takeover in 2022 and dropped it in January 2023, and shares were still about 4% below the $7.35 offer — a sign the market sees some chance of a repeat.

Seeking Alpha reports the proposal is not subject to a financing condition and requires no new debt, with Wendy's special committee evaluating the unsolicited offer and making a recommendation to the board.

TIKR also points out that Wendy's traded at 13.4x forward earnings at Tuesday's close, well below its five-year average of 18x, meaning even at $7.35 the deal is only about 16x.

In May, former Potbelly CEO Bob Wright joined Wendy's as its latest chief executive, and on his first earnings call in August he was candid about problems he saw: muddled value offerings, inconsistent restaurant execution, and too many one-off promotions, CNBC reports.

TD Cowen analyst Andrew Charles told clients a take-private makes sense, writing that Wendy's turnaround "is likely to be prolonged given the challenged state of the lower income consumer and soft state of the quick service burger category."

The board's response to Trian's letter comes first, and then third-quarter earnings arrive before the bell on Nov. 5 — management's first real chance, per TIKR, to make the case for staying public.

TIKR frames $7.35 as likely a starting bid: the board has room to ask for a bit more since the offer merely matches the Street's own target at a below-average multiple, but with earnings expected to nearly halve it cannot hold out long.

For fans watching the brand's restaurant closures — Wendy's said on its second-quarter call that 289 US restaurants had closed in the first half of the year, TIKR reports — the Nov. 5 report will show just how much runway remains.