SCHEDULE: Trian Fund Management Updates Wendy's Stake, Announces Board Transition

Trian Fund Management, led by Nelson Peltz, updated its beneficial ownership in The Wendy's Company and announced Matthew Peltz's resignation from the board, replaced by Bradley G. Peltz.

Summary

• Trian Fund Management and its affiliates, including Nelson Peltz and Peter W. May, collectively beneficially own 31,069,149 shares of The Wendy's Company Common Stock, representing approximately 16.18% of the outstanding shares as of July 7, 2025.
• Nelson Peltz's beneficial ownership is 30,904,107 shares (16.09%), while Peter W. May's is 30,697,418 shares (15.99%).
• Matthew Peltz resigned from The Wendy's Company Board of Directors, effective July 8, 2025, citing other business commitments.
• Bradley G. Peltz, son of Nelson Peltz and brother of Matthew Peltz, was elected to fill the board vacancy, effective July 8, 2025.
• Peter W. May and Matthew Peltz received various share awards between October 2024 and July 2025, including 13,984 restricted shares each on May 21, 2025, upon re-election to the Board.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While a board member resigned, the immediate replacement by another family member of the lead activist investor, who also has direct franchisee experience, suggests continuity and potentially a renewed focus on operational aspects. There are no negative financial implications or significant strategic shifts indicated.

Positives

• Continuity of Trian Fund Management's representation on The Wendy's Company Board through the appointment of Bradley G. Peltz, maintaining the activist investor's influence.
• Bradley G. Peltz's experience as Managing Director of Yellow Cab Holdings, LLC, a Wendy's franchisee, brings direct operational insight into the Wendy's system.

Negatives

• Matthew Peltz's resignation from the Board, although attributed to other business commitments, removes an existing board member with prior experience.

Future Outlook

The document does not provide specific forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing instead on changes in beneficial ownership and board composition.

Management Comments

• Matthew Peltz wished the Board and the Company success in its future endeavors and enjoyed the many close friendships he developed with the Board and his many interactions with the Company's management team.

Industry Context

This filing reflects ongoing engagement by a prominent activist investor group, Trian Fund Management, with a major quick-service restaurant chain. The appointment of a board member with direct franchisee experience could signal a focus on operational improvements and franchisee relations within the competitive fast-food industry.

Comparison to Industry Standards

• The document does not provide financial or operational results that can be directly compared to industry standards or specific comparable companies. It primarily details changes in beneficial ownership and board composition.

Management Changes

Corporate Governance

Related Party Transactions

• Bradley G. Peltz serves as Managing Director of Yellow Cab Holdings, LLC, a Wendy's franchisee that owns and operates 89 Wendy's restaurants.
• Bradley G. Peltz and certain family members and/or affiliates of Nelson Peltz, Peter W. May, and Matthew Peltz hold minority ownership interests in Yellow Cab Holdings, LLC and/or certain operating companies managed by Yellow Cab.

Stakeholder Impact

• Shareholders: The continuity of Trian's representation on the board may be viewed positively by shareholders seeking active oversight and strategic direction from a major investor. The change in board members within the same family group suggests a stable, albeit evolving, activist presence.
• Management: The new board member's franchisee background could lead to increased focus on operational efficiency and franchisee relations.
• Franchisees: The appointment of a board member with direct franchisee experience (Bradley G. Peltz from Yellow Cab Holdings) could lead to better representation of franchisee interests and potentially more aligned strategic initiatives.

Key Dates

Recommendation

Keywords

Wendy's Company, WEN, Trian Fund Management, Nelson Peltz, Peter W. May, Matthew Peltz, Bradley G. Peltz, Schedule 13D, SEC filing, beneficial ownership, board of directors, corporate governance, activist investor, franchisee