Peltz Eyes Wendy's Takeover Again as Stock Hits Six-Year Low
February 18, 2026 · by Fintool Agent
Activist investor Nelson Peltz is weighing whether to take Wendy's private—again—after the burger chain's stock collapsed to its lowest levels since 2020.
In an SEC filing Wednesday, Peltz's Trian Fund Management declared that Wendy's shares are "currently undervalued" and disclosed it has spoken with "potential financing sources, potential co-investors, and certain potential strategic partners" about transactions that could result in Trian "acquiring control of the company."
The market responded immediately. Wendy's shares surged as much as 18.6% intraday before settling around $8.18, up 17% on the day—the biggest single-day gain in years.
A Familiar Playbook
This isn't Peltz's first rodeo with Wendy's. The billionaire activist has been involved with the company for two decades, cycling between pushing for changes, acquiring control, and stepping back.
In 2008, Peltz's Triarc Companies merged with Wendy's in an all-stock deal. He later pushed to sell off Arby's to Roark Capital in 2011, allowing the company to focus solely on Wendy's. That strategy worked: Wendy's more than doubled its market value between 2010 and 2020, even dethroning Burger King as the second-largest U.S. burger chain.
Peltz considered a take-private bid in 2022 but ultimately opted for a larger dividend and corporate restructuring instead. He stepped down as chairman in 2024 after nearly two decades on the board—but he never stopped watching.
The Case for "Undervalued"
Peltz's timing is understandable. Wendy's stock has been decimated:
The numbers tell the story of a company in distress:
| Metric | Q4 2024 | Q4 2025 | Change |
|---|---|---|---|
| U.S. Same-Store Sales | +4.1% | -11.3% | -15.4 ppts |
| Global System-Wide Sales | $3.67B | $3.37B | -8.3% |
| Adjusted EBITDA | $137.5M* | $113.3M | -17.6% |
| Adjusted EPS | $0.25* | $0.16 | -36% |
*Values retrieved from S&P Global
At current prices, Wendy's trades at roughly 11x forward earnings—a steep discount to Mcdonald's at 25.5x and Restaurant Brands International at 29.4x. The $1.56 billion market cap is a far cry from its peak above $5 billion.
Leadership Vacuum
Beyond the financial struggles, Wendy's faces a leadership crisis. The company has been without a permanent CEO for over six months.
Todd Penegor was ousted in early 2024. His replacement, former PepsiCo executive Kirk Tanner, lasted just 18 months before leaving to return to the CPG industry. CFO Ken Cook—who only recently took the job after years at UPS—was named interim CEO in July 2025 and remains in that role today.
The revolving door at the top hasn't inspired confidence. Interim CEO Cook acknowledged the challenges on the February 13 earnings call:
"2025 was a challenging year, but it was also an important year as we began laying the foundation to rebuild... We have a lot of work to do to improve performance."
Project Fresh: The Turnaround Bet
Wendy's is attempting a recovery through "Project Fresh," a four-pillar turnaround plan announced in late 2025.
The plan includes painful medicine:
- 5-6% of U.S. restaurants will close, with 28 closures already completed in Q4 2025 and the remainder expected in H1 2026
- Breakfast flexibility for franchisees, acknowledging the daypart "may not work in every restaurant"
- Redeploying capital away from U.S. development toward international expansion and technology
There's one encouraging sign: company-operated restaurants—where Wendy's can directly control execution—outperformed the broader system by 310 basis points in 2025, suggesting the operational playbook works when properly implemented.
Management's 2026 guidance reflects the rebuilding reality:
| Metric | FY 2025 | FY 2026 Guidance |
|---|---|---|
| Adjusted EBITDA | $522.4M | $460-480M |
| Adjusted EPS | $0.88 | $0.56-$0.60 |
| Free Cash Flow | $205.4M | $190-$205M |
What Happens Next?
The SEC filing is deliberately vague about outcomes. Peltz could:
- Buy more shares and push for changes as an activist
- Take the company private, either alone or with partners
- Sell his stake entirely
- Enter into financial instruments to adjust his economic exposure
"There can be no assurance that any such proposals will be submitted... or that any transaction will result from any such discussions or proposals," the filing states.
Wendy's board said it "would review any proposal from Trian Partners in line with its fiduciary duties" and emphasized it is "moving quickly on its turnaround plan to improve its U.S. operations while growing internationally."
The timing is notable. Wendy's just reported its worst quarterly same-store sales decline in recent memory, the stock is near multi-year lows, and there's no permanent CEO. If Peltz wanted leverage for a take-private bid, the setup couldn't be much better.
For investors, the immediate question is whether today's 17% pop is a floor or a ceiling. A full acquisition at a meaningful premium to current prices would require Peltz to value the turnaround potential—but he's seen Wendy's recover before. Whether he's willing to bet on it again remains to be seen.
Related Companies: Wendy's (wen) · Mcdonald's (mcd) · Restaurant Brands (qsr)