Trian Fund Management Ups Wendy's Stake to 19.4%

TL;DR

Trian Fund now owns 19.4% of Wendy's. Big stake.

AI Summary

Trian Fund Management, L.P. has amended its Schedule 13D filing regarding The Wendy's Company. As of August 9, 2024, Trian Fund Management, L.P. reported beneficial ownership of 31,445,000 shares of Wendy's common stock, representing approximately 19.4% of the outstanding shares. This filing is an amendment to their previous filings, indicating ongoing activity or changes in their stake.

Why It Matters

This filing indicates Trian Fund Management's continued significant interest and potential influence over Wendy's strategic direction.

Risk Assessment

Risk Level: medium — Significant ownership by an activist investor like Trian Fund can lead to changes in company strategy or management, introducing uncertainty.

Key Numbers

• 31,445,000 — Shares Owned (Trian Fund Management's beneficial ownership in Wendy's)
• 19.4% — Ownership Stake (Trian Fund Management's percentage of Wendy's outstanding shares)

Key Players & Entities

• Trian Fund Management, L.P. (company) — Filing entity
• The Wendy's Company (company) — Subject company
• 31,445,000 (dollar_amount) — Number of shares beneficially owned
• 19.4% (dollar_amount) — Percentage of outstanding shares owned
• 20240809 (date) — Filing date

FAQ

Filing Documents

• wen_13d_amendment_no_61.htm (SC 13D/A) — 478KB
• 0000950170-24-095003.txt ( ) — 480KB

Identity and Background

Item 2. Identity and Background

of the Statement is hereby amended and supplemented by adding the following information

Item 2 of the Statement is hereby amended and supplemented by adding the following information: Fund-G III no longer beneficially owns any shares of Common Stock. As a result, following this Amendment No. 61, Fund-G III will no longer be a filing person, and references in this Statement to the “Filing Persons” or the “Trian Entities” will no longer include Fund-G III.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Statement is hereby amended and supplemented by the following

Item 3 of the Statement is hereby amended and supplemented by the following: Since the filing of Amendment No. 60, Nelson Peltz, in his capacity as a director of the Company, was awarded 1,087 shares of Common Stock on October 6, 2023, 1,118 shares of Common Stock on January 4, 2024, 1,191 shares of Common Stock on April 3, 2024, and 1,308 shares of Common Stock on July 3, 2024; Mr. May, in his capacity as a director of the Company, was awarded 1,501 shares of Common Stock on October 6, 2023, 1,544 shares of Common Stock on January 4, 2024, 1,645 shares of Common Stock on April 3, 2024, and 1,806 shares of Common Stock on July 3, 2024; and Matthew Peltz, in his capacity as a director of the Company, was awarded 1,340 shares of Common Stock on October 6, 2023, 1,379 shares of Common Stock on January 4, 2024, 1,469 shares of CUSIP No 95058W100 Page 16 Common Stock on April 3, 2024, and 1,613 shares of Common Stock on July 3, 2024, in each case in lieu of board of directors and committee retainer fees otherwise payable in cash pursuant to the terms of the Company’s 2020 Omnibus Award Plan. In addition, since the filing of Amendment No. 60, each of Messrs. Peltz, May and M. Peltz received 9,108 restricted shares of Common Stock on May 21, 2024, in each case upon their re-election to the Board of Directors pursuant to the terms of the Company’s 2020 Omnibus Award Plan.

Purpose of Transaction

Item 4. Purpose of Transaction

is hereby amended and supplemented as follows

Item 4 is hereby amended and supplemented as follows: The sale of Shares by Trian Master Fund reported in this Amendment No. 61 was done for portfolio management purposes. None of the Shares that were sold were owned directly by Messrs. Peltz, May, or M. Peltz.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (1) Part (a) of Item 5 of the Statement is amended by deleting the eleventh through seventeenth paragraphs thereof and replacing them with the following: Mr. Peltz directly owns and has the sole power to dispose of and the shared power to vote 9,959,519 shares of Common Stock. Mr. May directly owns and has the sole power to dispose of and the shared power to vote 5,507,029 shares of Common Stock. Mr. M. Peltz directly owns and has the sole power to dispose of and vote 110,765 shares of Common Stock. Claudia Peltz, Mr. Peltz’s wife, is the beneficial owner of 44,169 shares of Common Stock. These shares were previously beneficially owned by the Peltz L.P., the general partner of which was a limited liability company of which Mrs. Peltz was the sole member. Mr. Peltz may be deemed to beneficially own the shares of Common Stock owned by Mrs. Peltz. Mr. Peltz disclaims beneficial ownership of such shares. The Peltz 2009 Family Trust is the beneficial owner of 132,397 shares of Common Stock. Mrs. Peltz, Mr. Peltz and Mr. M. Peltz serve as the trustees of the Peltz 2009 Family Trust. The shares held by the Peltz 2009 Family Trust were previously beneficially owned by the NP 2009 GRAT, a trust of which Mr. Peltz was the sole trustee. Each of Mr. Peltz and Mr. M. Peltz may be deemed to beneficially own the shares of Common Stock owned by the 2009 Family Trust. Each of Mr. Peltz and Mr. M. Peltz disclaims beneficial ownership of such shares. The Nelson Peltz 2023 Non-Pourover Revocable Trust (the “ Peltz 2023 Trust ”) is the beneficial owner of 19,140 shares of Common Stock. Mr. Peltz is the sole trustee and sole beneficiary of the Peltz 2023 Trust. Mr. Peltz may be deemed to beneficially own the shares of Common Stock owned by the Peltz 2023 Trust. In addition, certain of Mr. Peltz’s children (the “ Peltz Children ”) beneficially own 81,104 shares of Common Stock, which Mr. Pel

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