Wire reporting: (AP, via KSAT)

The Wendy's Company said Thursday that an independent committee of its board unanimously rejected an unsolicited, non-binding proposal from a Trian Partners-led investor group to buy the remaining shares for $7.35 each in cash, a bid outlets valued at about $1.4 billion, and that the board had adopted a limited-duration shareholder rights plan^7,1,5.

Dublin, Ohio-based Wendy's said the committee, which is unaffiliated with Trian Fund Management, reviewed the proposal with independent advisers and concluded it substantially undervalues the company and the results it expects from a turnaround plan branded Dave's Way, announced with third-quarter results⁷.

The investor group, as named by Wendy's, includes Trian Partners, Flynn Group LP, BlueFive Capital and Sixth Street Partners⁷. Associated Press reports carried by KSAT, ABC News and other stations said the group holds about 16.3% of Wendy's shares and that Trian did not immediately comment (AP, via KSAT)^1,5.

Wendy's said the rights plan, adopted Nov. 4, 2026, is meant to reduce the chance that any person or group gains control without paying what the board considers an appropriate premium, and to give directors time to judge any offer⁷. Rights would become exercisable if a person or group reaches 15% of outstanding common stock, or if a holder already at or above 15% buys more shares, without board or committee approval^7,1.

The company said the plan applies equally to current and future shareholders, lasts one year through Nov. 3, 2027, unless ended sooner, and does not block the board from considering a fair offer⁷. Wendy's said the board also weighed that the investor group declined a customary standstill⁷.

Board chair Art Winkleblack, a member of the independent committee, said the committee concluded the proposal "substantially undervalues Wendy's standalone prospects and long-term earnings potential"⁷.

CEO Bob Wright, who joined from Potbelly, is leading Dave's Way, which Wendy's described as five pillars covering menu and value, branding, operations, digital frequency and restaurants as a growth engine⁷. AP copy said shares rose more than 2% Thursday as the company reported a better-than-expected third quarter (AP, via KSAT)^1,3.

What happens next is not fully public: Wendy's said it does not intend to comment further unless additional disclosure is appropriate or required⁷. Reuters published a parallel headline on the rejection; its full report was not available for this filing².