A consortium of investors led by Trian Fund Management has proposed a roughly $1.4 billion acquisition of Wendy's, a deal that could pull the fast-food chain off the public market as it battles declining sales and works to rebuild its business, according to a securities filing released Wednesday.

Under the proposal, the investor group would establish a new entity to purchase Wendy's outstanding shares that the parties do not already beneficially own. The offer stands at $7.35 per share in cash, representing a premium of about 20% over the stock's closing price Tuesday, according to a filing with the U.S. Securities and Exchange Commission.

The group includes Trian, Flynn Group LP, BlueFive Capital and Sixth Street Partners. If completed, the transaction would shift Wendy's from public-market ownership to a privately held structure, potentially giving its leadership more room to pursue a turnaround away from the scrutiny of quarterly market expectations.

Wendy's Takeover Bid Arrives Amid Sales Pressure

The proposed acquisition comes at a difficult moment for Wendy's, which is attempting to reverse weakening performance under CEO Bob Wright, who took over in May.

The company reported a 7% drop in U.S. same-restaurant sales during the second quarter. It also withdrew its full-year financial outlook while developing a plan to revive the business, underscoring the challenge facing the burger chain as it works to regain momentum.

The investor group argued that shareholders should have a chance to secure a premium rather than remain exposed to the uncertainty of a lengthy restructuring effort.

The filing said the group believes "this is the right time for the company's shareholders to have the opportunity to realize certain premium value, free from the risks associated with a complex, multi-year transformation in a challenging environment."

The investors also expressed confidence that taking Wendy's private could benefit parties beyond its shareholders. According to the filing, they believe a private-company structure would deliver the best outcome for the company's broader stakeholder base.

Wendy's Forms Independent Committee to Review Offer

Wendy's confirmed Wednesday that it had received the proposal and established an independent committee to assess the offer.

The committee, advised by Simpson Thacher & Bartlett LLP, will evaluate the proposal in accordance with its fiduciary duties and the interests of shareholders. However, the company cautioned that receiving the offer does not mean a transaction will necessarily proceed.

Wendy's said there can be no assurance that it will pursue the proposed acquisition or reach a definitive agreement with the investor group.

The filing also disclosed that the parties have signed a confidentiality agreement intended to support confirmatory due diligence. The investors expect an independent and disinterested special committee of Wendy's directors to review the offer and make a recommendation to the board.

How the Investors Plan to Finance the Deal

The proposed transaction would be funded through equity investments from the named investors and other participants, alongside the rollover of shares held by certain parties, according to the filing.

Trian, led by billionaire Nelson Peltz, already holds a significant stake in Wendy's. The investment firm and its affiliates own approximately 16.25% of the company's outstanding common stock, the filing said.

That existing ownership gives Trian a substantial position as the proposed acquisition moves into the review stage, although the offer remains subject to further evaluation and does not guarantee a completed deal.

Trian Renews Its Interest After Earlier Takeover Effort

The latest proposal is not the first time Trian has explored a major change at Wendy's. The activist investment firm has pushed for changes at the chain for years and abandoned an earlier takeover approach in 2023.

In February, Trian disclosed in a securities filing that it considered Wendy's stock undervalued and was examining possible alternatives.

The new proposal represents another significant step in that longer-running effort, placing the fast-food chain at a crossroads as it tries to improve performance while investors consider a potential exit at a premium.

Wendy's, meanwhile, emphasized that management is continuing its turnaround work under Wright, regardless of the proposal's outcome.

In its Wednesday statement, the company said that, under Wright's leadership, it "is moving with urgency and has identified core strategic areas of focus to improve performance and accelerate the business."

For now, the $1.4 billion offer remains a proposal rather than a completed acquisition. The independent committee's review will help determine whether Wendy's shareholders could ultimately receive the proposed cash payout or whether the company will continue pursuing its recovery as a publicly traded business.