Proposal Dramatically Undervalues Wendy’s and Lacks the Basic Protections of a Fair Insider Transaction; Blackwells Will Pursue Every Lawful Avenue to Ensure It Does Not Succeed as Proposed

NEW YORK, Oct. 28, 2026 (GLOBE NEWSWIRE) -- Blackwells Capital LLC (“Blackwells”), a shareholder of Wendy’s (Nasdaq: WEN), issued the following statement regarding the proposal filed this morning by Trian Fund Management, L.P., Nelson Peltz, Peter May and Matthew Peltz, together with Flynn Group, BlueFive Capital and Sixth Street Partners, to acquire The Wendy’s Company for $7.35 per share in cash.

THE FULL TEXT OF THE STATEMENT FOLLOWS:

Earlier today, Trian and its partners proposed to acquire Wendy’s for $7.35 per share. Their letter describes a company at a “critical juncture”: capital starved, strategically adrift, and unable to repair itself under the scrutiny of the public markets.

We agree with the diagnosis. We note who wrote it.

Nelson Peltz has been a director of Wendy’s and its predecessor companies since 1993. He was chairman of its Board for seventeen years and holds the title Chairman Emeritus today. His partner, Peter May, and his son both remain directors. Under their direction, Wendy’s has cycled through four chief executives in under three years, cut its dividend by 72%, posted six consecutive quarters of declining U.S. same-store sales, watched its largest franchisee enter bankruptcy, and surrendered the No. 2 position in American burgers. These are not conditions Trian discovered; they are conditions Trian presided over. This is an offer by the Company’s longest-tenured fiduciary to purchase, at the bottom, the consequences of his own disastrous tenure.

We ask: was Wendy’s being run to win, or being run to be bought?

Two years ago, Wendy’s traded at $20 per share. The proposal offers roughly a third of that and calls it a “premium.” In August, on reports of Trian’s interest, the shares traded above $9. On August 26, with the stock at $9.04, it was reported that no bid was coming and that Trian’s reservations included the Company’s “recent trading price and valuation multiples.” The shares suffered their steepest decline since March 2020 and never recovered. In the sixty days that followed, the shares fell a further 20%. Now, at the bottom of that decline, Trian has returned as a buyer.

Shareholders are entitled to a process that tests whether $7.35 is what Wendy’s is worth — not merely what Wendy’s was trading at after its would-be buyer finished talking his book.

The proposal’s terms are as troubling as the price. Trian proposes to keep its own 16.3% stake rather than sell on the terms offered to everyone else, meaning the transaction can close with the support of just four in ten unaffiliated shares. The letter contemplates a special committee, yet nowhere commits to the condition that would make the vote meaningful: approval by a majority of the shareholders actually being bought out. Nor can a special committee, however styled, carry the weight Trian’s letter assigns it. Mr. Peltz chaired this Board for seventeen years and has sat on it for more than three decades; every current director was either nominated to a board he led or has served for years alongside the directors he installed. Independence is a matter of relationships, not of committee charters, and a committee drawn from this boardroom is not independent of Trian in any sense that matters.

Blackwells’ view of the Board’s obligation is straightforward. This proposal should be rejected as filed. Any transaction with the Company’s largest shareholder must carry the protections appropriate to an insider purchase, and no sale of Wendy’s should occur without a genuine test of what the Company is worth to buyers who did not supervise its decline. For its part, Blackwells intends to pursue every avenue available to shareholders, within the proxy process, the Company’s governing documents and applicable law, to ensure that this transaction does not proceed on these terms.

“We do not dispute Trian’s thesis. Private ownership may well be what Wendy’s requires,” said Jason Aintabi, Chief Investment Officer of Blackwells. “We dispute the idea that the fiduciary who presided over the loss of two-thirds of this company’s value is entitled to acquire its recovery at a price set by the wreckage. The diagnosis is Trian’s to make. The discount is not Trian’s to keep. Shareholders have waited a long time for this Board to act in their interest — its answer to this proposal will tell them whether it ever intends to.”

About Blackwells Capital

Blackwells is a multi-strategy alternative asset management firm that invests in public and private markets globally. Our public markets portfolio focuses on currencies, equities, credit and commodities. When necessary, we engage with public company boards to drive value for all stakeholders. Our private markets portfolio includes investments in space, clean energy, infrastructure, real estate and technology. Further information is available at www.blackwellscap.com.

Investor Contact
IR@blackwellscap.com