Wendy'S Co
A quick-service hamburger chain that runs and franchises thousands of restaurants worldwide, known for its made-to-order square burgers made from fresh beef, the Frosty dessert, and a breakfast menu. Founder Dave Thomas opened the first Wendy's in Columbus, Ohio, in 1969 and named it after his daughter Melinda, whose childhood nickname was Wendy. The square patties famously "don't cut corners" — the corners poke out from the round bun so customers can see the fresh beef.
Item 4 is hereby amended and restated in its entirety to read in full as follows: The Filing Persons hold a significant equity investment in the Company and believe that the Company's Common Stock is currently undervalued. The Filing Persons have reviewed and continue to review alternatives with respect to their investment in the Company on a continuing basis and from time to time communicate with knowledgeable industry participants and other third parties regarding their investment. Depending on various factors, including, without limitation, the Company's financial position, results of operations, strategic direction, price levels of the Common Stock, actions taken by the board of directors (the "Board") and management of the Company, the Filing Persons' overall investment strategies, liquidity requirements and other portfolio management considerations, other investment opportunities available to the Filing Persons, applicable legal and regulatory constraints, conditions in the securities and capital markets, and general economic and industry conditions, the Filing Persons may, from time to time and at any time, either alone or as part of a group, seek to (a) acquire additional securities of the Company (including through derivative securities or other instruments that are convertible into or exchangeable for securities of the Company), through open-market purchases, privately negotiated transactions or otherwise, (b) dispose of all or a portion of the securities of the Company (or related derivative securities or instruments) owned by the Filing Persons, in the open market, in privately negotiated transactions or otherwise, (c) enter into financial instruments or other agreements with institutional or other counterparties that would increase or decrease the Filing Persons' economic exposure with respect to their investment in the Company (which instruments or agreements may or may not affect the Filing Persons' beneficial ownership in securities of the Company), or (d) consider, review, evaluate, propose or take any other actions with respect to their investment in the Company as they deem appropriate, which could involve, relate to or result in one or more of the matters described or referred to in sub-paragraphs (a) through (j) of Item 4 of Schedule 13D. As part of its conversations with third parties, representatives of the Filing Persons have spoken with potential financing sources, potential co-investors and certain potential strategic partners (collectively, "Potential Partners"), regarding potential transactions in which such parties could participate that may benefit the Company's shareholders. The Filing Persons (and/or their affiliates) have engaged and expect to continue to engage in communications and discussions with the Company, members of the Board and management of the Company, other current or prospective shareholders of the Company, potential co-investors and financing sources (including current or potential investors in funds managed by Trian Management), investment and financing professionals, industry analysts and other knowledgeable industry or market observers and participants, and other interested or relevant parties or service providers, regarding the Company and various strategic transactions and operational initiatives that the Filing Persons believe can generate or enhance shareholder value. The Filing Persons have exchanged and expect to continue to exchange information with such persons (including Potential Partners) pursuant to confidentiality or similar agreements, which the Filing Persons expect to include standstill restrictions with respect to the Company and/or negotiate terms or enter into commitments and other agreements, arrangements and understandings with such persons as may be appropriate, including with Potential Partners, financial, legal and other professional advisors and other interested or relevant parties or service providers, which initiatives and transactions could include one or more of the types of transactions described in sub-paragraphs (a) through (j) of Item 4 of Schedule 13D, including an acquisition or other extraordinary transaction resulting in the Filing Person (and/or their affiliates), either alone or with other parties (including one or more Potential Partners), acquiring control of the Company, and which transactions could result in a de-listing or de-registration of the Company's Common Stock. The Filing Persons (and/or their affiliates), alone or with third parties, including one or more Potential Partners, may submit to the Company one or more proposals relating to such a potential transaction and may take such other steps as the Filing Persons may deem appropriate from time to time in connection with such a transaction. There can be no assurance that any such proposals will be submitted by the Filing Persons (and/or their affiliates) or that any transaction will result from any such discussions or proposals, and the Filing Persons (and/or their affiliates) are under no obligation to propose or consummate any transaction. The Filing Persons do not undertake any obligation to update this disclosure or provide additional disclosure except as may be required under applicable U.S. securities laws. The Filing Persons have retained, and may, in the future retain, financial, legal and/or other advisors or consultants to assist them in evaluating their investment in the Company and/or the matters set forth in this Item 4, to explore various plans and actions and propose potential transactions to the above-mentioned persons, before forming a plan or intention to engage in or proceed with any such plans or actions or proceed with any of the transactions referred to herein or in Item 4 of Schedule 13D at any time and from time to time, review and reconsider their position and/or change their purpose or take actions with respect to their investment in the Company as they deem appropriate, including formulating other plans and/or making other proposals, and/or changing their intention with respect to or considering or proposing, one or more of the matters referred to in this Item 4. The foregoing list of intentions, plans, strategies, negotiations, discussions, activities and potential transactions under consideration is subject to termination, evolution, modification or change at any time, without notice, and there can be no assurance that any of the Filing Persons will take any of the actions set forth above. Notwithstanding anything contained herein, the Filing Persons specifically reserve the right to change their intentions or formulate other plans and/or proposals and to take such actions or steps with respect to their investment in the Company and/or change their intentions with respect to any or all of the matters set forth in Item 4 of Schedule 13D, and to modify or withdraw any such plans or proposals at any time.
Item 4 is hereby amended and restated in its entirety to read in full as follows: The Filing Persons hold a significant equity investment in the Company and believe that the Company's Common Stock is currently undervalued. The Filing Persons have reviewed and continue to review alternatives with respect to their investment in the Company on a continuing basis and from time to time communicate with knowledgeable industry participants and other third parties regarding their investment. Depending on various factors, including, without limitation, the Company's financial position, results of operations, strategic direction, price levels of the Common Stock, actions taken by the board of directors (the "Board") and management of the Company, the Filing Persons' overall investment strategies, liquidity requirements and other portfolio management considerations, other investment opportunities available to the Filing Persons, applicable legal and regulatory constraints, conditions in the securities and capital markets, and general economic and industry conditions, the Filing Persons may, from time to time and at any time, either alone or as part of a group, seek to (a) acquire additional securities of the Company (including through derivative securities or other instruments that are convertible into or exchangeable for securities of the Company), through open-market purchases, privately negotiated transactions or otherwise, (b) dispose of all or a portion of the securities of the Company (or related derivative securities or instruments) owned by the Filing Persons, in the open market, in privately negotiated transactions or otherwise, (c) enter into financial instruments or other agreements with institutional or other counterparties that would increase or decrease the Filing Persons' economic exposure with respect to their investment in the Company (which instruments or agreements may or may not affect the Filing Persons' beneficial ownership in securities of the Company), or (d) consider, review, evaluate, propose or take any other actions with respect to their investment in the Company as they deem appropriate, which could involve, relate to or result in one or more of the matters described or referred to in sub-paragraphs (a) through (j) of Item 4 of Schedule 13D. As part of its conversations with third parties, representatives of the Filing Persons have spoken with potential financing sources, potential co-investors and certain potential strategic partners (collectively, "Potential Partners"), regarding potential transactions in which such parties could participate that may benefit the Company's shareholders. The Filing Persons (and/or their affiliates) have engaged and expect to continue to engage in communications and discussions with the Company, members of the Board and management of the Company, other current or prospective shareholders of the Company, potential co-investors and financing sources (including current or potential investors in funds managed by Trian Management), investment and financing professionals, industry analysts and other knowledgeable industry or market observers and participants, and other interested or relevant parties or service providers, regarding the Company and various strategic transactions and operational initiatives that the Filing Persons believe can generate or enhance shareholder value. The Filing Persons have exchanged and expect to continue to exchange information with such persons (including Potential Partners) pursuant to confidentiality or similar agreements, which the Filing Persons expect to include standstill restrictions with respect to the Company and/or negotiate terms or enter into commitments and other agreements, arrangements and understandings with such persons as may be appropriate, including with Potential Partners, financial, legal and other professional advisors and other interested or relevant parties or service providers, which initiatives and transactions could include one or more of the types of transactions described in sub-paragraphs (a) through (j) of Item 4 of Schedule 13D, including an acquisition or other extraordinary transaction resulting in the Filing Person (and/or their affiliates), either alone or with other parties (including one or more Potential Partners), acquiring control of the Company, and which transactions could result in a de-listing or de-registration of the Company's Common Stock. The Filing Persons (and/or their affiliates), alone or with third parties, including one or more Potential Partners, may submit to the Company one or more proposals relating to such a potential transaction and may take such other steps as the Filing Persons may deem appropriate from time to time in connection with such a transaction. There can be no assurance that any such proposals will be submitted by the Filing Persons (and/or their affiliates) or that any transaction will result from any such discussions or proposals, and the Filing Persons (and/or their affiliates) are under no obligation to propose or consummate any transaction. The Filing Persons do not undertake any obligation to update this disclosure or provide additional disclosure except as may be required under applicable U.S. securities laws. The Filing Persons have retained, and may, in the future retain, financial, legal and/or other advisors or consultants to assist them in evaluating their investment in the Company and/or the matters set forth in this Item 4, to explore various plans and actions and propose potential transactions to the above-mentioned persons, before forming a plan or intention to engage in or proceed with any such plans or actions or proceed with any of the transactions referred to herein or in Item 4 of Schedule 13D at any time and from time to time, review and reconsider their position and/or change their purpose or take actions with respect to their investment in the Company as they deem appropriate, including formulating other plans and/or making other proposals, and/or changing their intention with respect to or considering or proposing, one or more of the matters referred to in this Item 4. The foregoing list of intentions, plans, strategies, negotiations, discussions, activities and potential transactions under consideration is subject to termination, evolution, modification or change at any time, without notice, and there can be no assurance that any of the Filing Persons will take any of the actions set forth above. Notwithstanding anything contained herein, the Filing Persons specifically reserve the right to change their intentions or formulate other plans and/or proposals and to take such actions or steps with respect to their investment in the Company and/or change their intentions with respect to any or all of the matters set forth in Item 4 of Schedule 13D, and to modify or withdraw any such plans or proposals at any time.
Item 4 is hereby amended and restated in its entirety to read in full as follows: The Filing Persons hold a significant equity investment in the Company and believe that the Company's Common Stock is currently undervalued. The Filing Persons have reviewed and continue to review alternatives with respect to their investment in the Company on a continuing basis and from time to time communicate with knowledgeable industry participants and other third parties regarding their investment. Depending on various factors, including, without limitation, the Company's financial position, results of operations, strategic direction, price levels of the Common Stock, actions taken by the board of directors (the "Board") and management of the Company, the Filing Persons' overall investment strategies, liquidity requirements and other portfolio management considerations, other investment opportunities available to the Filing Persons, applicable legal and regulatory constraints, conditions in the securities and capital markets, and general economic and industry conditions, the Filing Persons may, from time to time and at any time, either alone or as part of a group, seek to (a) acquire additional securities of the Company (including through derivative securities or other instruments that are convertible into or exchangeable for securities of the Company), through open-market purchases, privately negotiated transactions or otherwise, (b) dispose of all or a portion of the securities of the Company (or related derivative securities or instruments) owned by the Filing Persons, in the open market, in privately negotiated transactions or otherwise, (c) enter into financial instruments or other agreements with institutional or other counterparties that would increase or decrease the Filing Persons' economic exposure with respect to their investment in the Company (which instruments or agreements may or may not affect the Filing Persons' beneficial ownership in securities of the Company), or (d) consider, review, evaluate, propose or take any other actions with respect to their investment in the Company as they deem appropriate, which could involve, relate to or result in one or more of the matters described or referred to in sub-paragraphs (a) through (j) of Item 4 of Schedule 13D. As part of its conversations with third parties, representatives of the Filing Persons have spoken with potential financing sources, potential co-investors and certain potential strategic partners (collectively, "Potential Partners"), regarding potential transactions in which such parties could participate that may benefit the Company's shareholders. The Filing Persons (and/or their affiliates) have engaged and expect to continue to engage in communications and discussions with the Company, members of the Board and management of the Company, other current or prospective shareholders of the Company, potential co-investors and financing sources (including current or potential investors in funds managed by Trian Management), investment and financing professionals, industry analysts and other knowledgeable industry or market observers and participants, and other interested or relevant parties or service providers, regarding the Company and various strategic transactions and operational initiatives that the Filing Persons believe can generate or enhance shareholder value. The Filing Persons have exchanged and expect to continue to exchange information with such persons (including Potential Partners) pursuant to confidentiality or similar agreements, which the Filing Persons expect to include standstill restrictions with respect to the Company and/or negotiate terms or enter into commitments and other agreements, arrangements and understandings with such persons as may be appropriate, including with Potential Partners, financial, legal and other professional advisors and other interested or relevant parties or service providers, which initiatives and transactions could include one or more of the types of transactions described in sub-paragraphs (a) through (j) of Item 4 of Schedule 13D, including an acquisition or other extraordinary transaction resulting in the Filing Person (and/or their affiliates), either alone or with other parties (including one or more Potential Partners), acquiring control of the Company, and which transactions could result in a de-listing or de-registration of the Company's Common Stock. The Filing Persons (and/or their affiliates), alone or with third parties, including one or more Potential Partners, may submit to the Company one or more proposals relating to such a potential transaction and may take such other steps as the Filing Persons may deem appropriate from time to time in connection with such a transaction. There can be no assurance that any such proposals will be submitted by the Filing Persons (and/or their affiliates) or that any transaction will result from any such discussions or proposals, and the Filing Persons (and/or their affiliates) are under no obligation to propose or consummate any transaction. The Filing Persons do not undertake any obligation to update this disclosure or provide additional disclosure except as may be required under applicable U.S. securities laws. The Filing Persons have retained, and may, in the future retain, financial, legal and/or other advisors or consultants to assist them in evaluating their investment in the Company and/or the matters set forth in this Item 4, to explore various plans and actions and propose potential transactions to the above-mentioned persons, before forming a plan or intention to engage in or proceed with any such plans or actions or proceed with any of the transactions referred to herein or in Item 4 of Schedule 13D at any time and from time to time, review and reconsider their position and/or change their purpose or take actions with respect to their investment in the Company as they deem appropriate, including formulating other plans and/or making other proposals, and/or changing their intention with respect to or considering or proposing, one or more of the matters referred to in this Item 4. The foregoing list of intentions, plans, strategies, negotiations, discussions, activities and potential transactions under consideration is subject to termination, evolution, modification or change at any time, without notice, and there can be no assurance that any of the Filing Persons will take any of the actions set forth above. Notwithstanding anything contained herein, the Filing Persons specifically reserve the right to change their intentions or formulate other plans and/or proposals and to take such actions or steps with respect to their investment in the Company and/or change their intentions with respect to any or all of the matters set forth in Item 4 of Schedule 13D, and to modify or withdraw any such plans or proposals at any time.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Vanguard Portfolio Management | 13GPassive | 5.48% | 10.45M | Jul 31, 2026 |
| BlackRock, Inc. | 13G/APassive | 12.8% | 24.42M | Jul 30, 2026 |
| HARRIS ASSOCIATES L P | 13G/APassive | 3.1% | 5.93M | May 15, 2026 |
| Harris Associates, Inc. | 13G/APassive | 3.1% | 5.93M | May 15, 2026 |
| AQR Capital Management, LLC | 13G/APassive | 1.64% | 3.11M | May 14, 2026 |
| AQR Capital Management Holdings, LLC | 13G/APassive | 1.64% | 3.11M | May 14, 2026 |
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 27, 2026 |
| Nelson Peltz | 13D/AActivist | 16.24% | 30.91M | Feb 18, 2026 |
Item 4 is hereby amended and restated in its entirety to read in full as follows: The Filing Persons hold a significant equity investment in the Company and believe that the Company's Common Stock is currently undervalued. The Filing Persons have reviewed and continue to review alternatives with respect to their investment in the Company on a continuing basis and from time to time communicate with knowledgeable industry participants and other third parties regarding their investment. Depending on various factors, including, without limitation, the Company's financial position, results of operations, strategic direction, price levels of the Common Stock, actions taken by the board of directors (the "Board") and management of the Company, the Filing Persons' overall investment strategies, liquidity requirements and other portfolio management considerations, other investment opportunities available to the Filing Persons, applicable legal and regulatory constraints, conditions in the securities and capital markets, and general economic and industry conditions, the Filing Persons may, from time to time and at any time, either alone or as part of a group, seek to (a) acquire additional securities of the Company (including through derivative securities or other instruments that are convertible into or exchangeable for securities of the Company), through open-market purchases, privately negotiated transactions or otherwise, (b) dispose of all or a portion of the securities of the Company (or related derivative securities or instruments) owned by the Filing Persons, in the open market, in privately negotiated transactions or otherwise, (c) enter into financial instruments or other agreements with institutional or other counterparties that would increase or decrease the Filing Persons' economic exposure with respect to their investment in the Company (which instruments or agreements may or may not affect the Filing Persons' beneficial ownership in securities of the Company), or (d) consider, review, evaluate, propose or take any other actions with respect to their investment in the Company as they deem appropriate, which could involve, relate to or result in one or more of the matters described or referred to in sub-paragraphs (a) through (j) of Item 4 of Schedule 13D. As part of its conversations with third parties, representatives of the Filing Persons have spoken with potential financing sources, potential co-investors and certain potential strategic partners (collectively, "Potential Partners"), regarding potential transactions in which such parties could participate that may benefit the Company's shareholders. The Filing Persons (and/or their affiliates) have engaged and expect to continue to engage in communications and discussions with the Company, members of the Board and management of the Company, other current or prospective shareholders of the Company, potential co-investors and financing sources (including current or potential investors in funds managed by Trian Management), investment and financing professionals, industry analysts and other knowledgeable industry or market observers and participants, and other interested or relevant parties or service providers, regarding the Company and various strategic transactions and operational initiatives that the Filing Persons believe can generate or enhance shareholder value. The Filing Persons have exchanged and expect to continue to exchange information with such persons (including Potential Partners) pursuant to confidentiality or similar agreements, which the Filing Persons expect to include standstill restrictions with respect to the Company and/or negotiate terms or enter into commitments and other agreements, arrangements and understandings with such persons as may be appropriate, including with Potential Partners, financial, legal and other professional advisors and other interested or relevant parties or service providers, which initiatives and transactions could include one or more of the types of transactions described in sub-paragraphs (a) through (j) of Item 4 of Schedule 13D, including an acquisition or other extraordinary transaction resulting in the Filing Person (and/or their affiliates), either alone or with other parties (including one or more Potential Partners), acquiring control of the Company, and which transactions could result in a de-listing or de-registration of the Company's Common Stock. The Filing Persons (and/or their affiliates), alone or with third parties, including one or more Potential Partners, may submit to the Company one or more proposals relating to such a potential transaction and may take such other steps as the Filing Persons may deem appropriate from time to time in connection with such a transaction. There can be no assurance that any such proposals will be submitted by the Filing Persons (and/or their affiliates) or that any transaction will result from any such discussions or proposals, and the Filing Persons (and/or their affiliates) are under no obligation to propose or consummate any transaction. The Filing Persons do not undertake any obligation to update this disclosure or provide additional disclosure except as may be required under applicable U.S. securities laws. The Filing Persons have retained, and may, in the future retain, financial, legal and/or other advisors or consultants to assist them in evaluating their investment in the Company and/or the matters set forth in this Item 4, to explore various plans and actions and propose potential transactions to the above-mentioned persons, before forming a plan or intention to engage in or proceed with any such plans or actions or proceed with any of the transactions referred to herein or in Item 4 of Schedule 13D at any time and from time to time, review and reconsider their position and/or change their purpose or take actions with respect to their investment in the Company as they deem appropriate, including formulating other plans and/or making other proposals, and/or changing their intention with respect to or considering or proposing, one or more of the matters referred to in this Item 4. The foregoing list of intentions, plans, strategies, negotiations, discussions, activities and potential transactions under consideration is subject to termination, evolution, modification or change at any time, without notice, and there can be no assurance that any of the Filing Persons will take any of the actions set forth above. Notwithstanding anything contained herein, the Filing Persons specifically reserve the right to change their intentions or formulate other plans and/or proposals and to take such actions or steps with respect to their investment in the Company and/or change their intentions with respect to any or all of the matters set forth in Item 4 of Schedule 13D, and to modify or withdraw any such plans or proposals at any time. | ||||
| Peter W. May | 13D/AActivist | 16.13% | 30.71M | Feb 18, 2026 |
Item 4 is hereby amended and restated in its entirety to read in full as follows: The Filing Persons hold a significant equity investment in the Company and believe that the Company's Common Stock is currently undervalued. The Filing Persons have reviewed and continue to review alternatives with respect to their investment in the Company on a continuing basis and from time to time communicate with knowledgeable industry participants and other third parties regarding their investment. Depending on various factors, including, without limitation, the Company's financial position, results of operations, strategic direction, price levels of the Common Stock, actions taken by the board of directors (the "Board") and management of the Company, the Filing Persons' overall investment strategies, liquidity requirements and other portfolio management considerations, other investment opportunities available to the Filing Persons, applicable legal and regulatory constraints, conditions in the securities and capital markets, and general economic and industry conditions, the Filing Persons may, from time to time and at any time, either alone or as part of a group, seek to (a) acquire additional securities of the Company (including through derivative securities or other instruments that are convertible into or exchangeable for securities of the Company), through open-market purchases, privately negotiated transactions or otherwise, (b) dispose of all or a portion of the securities of the Company (or related derivative securities or instruments) owned by the Filing Persons, in the open market, in privately negotiated transactions or otherwise, (c) enter into financial instruments or other agreements with institutional or other counterparties that would increase or decrease the Filing Persons' economic exposure with respect to their investment in the Company (which instruments or agreements may or may not affect the Filing Persons' beneficial ownership in securities of the Company), or (d) consider, review, evaluate, propose or take any other actions with respect to their investment in the Company as they deem appropriate, which could involve, relate to or result in one or more of the matters described or referred to in sub-paragraphs (a) through (j) of Item 4 of Schedule 13D. As part of its conversations with third parties, representatives of the Filing Persons have spoken with potential financing sources, potential co-investors and certain potential strategic partners (collectively, "Potential Partners"), regarding potential transactions in which such parties could participate that may benefit the Company's shareholders. The Filing Persons (and/or their affiliates) have engaged and expect to continue to engage in communications and discussions with the Company, members of the Board and management of the Company, other current or prospective shareholders of the Company, potential co-investors and financing sources (including current or potential investors in funds managed by Trian Management), investment and financing professionals, industry analysts and other knowledgeable industry or market observers and participants, and other interested or relevant parties or service providers, regarding the Company and various strategic transactions and operational initiatives that the Filing Persons believe can generate or enhance shareholder value. The Filing Persons have exchanged and expect to continue to exchange information with such persons (including Potential Partners) pursuant to confidentiality or similar agreements, which the Filing Persons expect to include standstill restrictions with respect to the Company and/or negotiate terms or enter into commitments and other agreements, arrangements and understandings with such persons as may be appropriate, including with Potential Partners, financial, legal and other professional advisors and other interested or relevant parties or service providers, which initiatives and transactions could include one or more of the types of transactions described in sub-paragraphs (a) through (j) of Item 4 of Schedule 13D, including an acquisition or other extraordinary transaction resulting in the Filing Person (and/or their affiliates), either alone or with other parties (including one or more Potential Partners), acquiring control of the Company, and which transactions could result in a de-listing or de-registration of the Company's Common Stock. The Filing Persons (and/or their affiliates), alone or with third parties, including one or more Potential Partners, may submit to the Company one or more proposals relating to such a potential transaction and may take such other steps as the Filing Persons may deem appropriate from time to time in connection with such a transaction. There can be no assurance that any such proposals will be submitted by the Filing Persons (and/or their affiliates) or that any transaction will result from any such discussions or proposals, and the Filing Persons (and/or their affiliates) are under no obligation to propose or consummate any transaction. The Filing Persons do not undertake any obligation to update this disclosure or provide additional disclosure except as may be required under applicable U.S. securities laws. The Filing Persons have retained, and may, in the future retain, financial, legal and/or other advisors or consultants to assist them in evaluating their investment in the Company and/or the matters set forth in this Item 4, to explore various plans and actions and propose potential transactions to the above-mentioned persons, before forming a plan or intention to engage in or proceed with any such plans or actions or proceed with any of the transactions referred to herein or in Item 4 of Schedule 13D at any time and from time to time, review and reconsider their position and/or change their purpose or take actions with respect to their investment in the Company as they deem appropriate, including formulating other plans and/or making other proposals, and/or changing their intention with respect to or considering or proposing, one or more of the matters referred to in this Item 4. The foregoing list of intentions, plans, strategies, negotiations, discussions, activities and potential transactions under consideration is subject to termination, evolution, modification or change at any time, without notice, and there can be no assurance that any of the Filing Persons will take any of the actions set forth above. Notwithstanding anything contained herein, the Filing Persons specifically reserve the right to change their intentions or formulate other plans and/or proposals and to take such actions or steps with respect to their investment in the Company and/or change their intentions with respect to any or all of the matters set forth in Item 4 of Schedule 13D, and to modify or withdraw any such plans or proposals at any time. | ||||
| Trian Fund Management, L.P. | 13D/AActivist | 7.85% | 14.94M | Feb 18, 2026 |
Item 4 is hereby amended and restated in its entirety to read in full as follows: The Filing Persons hold a significant equity investment in the Company and believe that the Company's Common Stock is currently undervalued. The Filing Persons have reviewed and continue to review alternatives with respect to their investment in the Company on a continuing basis and from time to time communicate with knowledgeable industry participants and other third parties regarding their investment. Depending on various factors, including, without limitation, the Company's financial position, results of operations, strategic direction, price levels of the Common Stock, actions taken by the board of directors (the "Board") and management of the Company, the Filing Persons' overall investment strategies, liquidity requirements and other portfolio management considerations, other investment opportunities available to the Filing Persons, applicable legal and regulatory constraints, conditions in the securities and capital markets, and general economic and industry conditions, the Filing Persons may, from time to time and at any time, either alone or as part of a group, seek to (a) acquire additional securities of the Company (including through derivative securities or other instruments that are convertible into or exchangeable for securities of the Company), through open-market purchases, privately negotiated transactions or otherwise, (b) dispose of all or a portion of the securities of the Company (or related derivative securities or instruments) owned by the Filing Persons, in the open market, in privately negotiated transactions or otherwise, (c) enter into financial instruments or other agreements with institutional or other counterparties that would increase or decrease the Filing Persons' economic exposure with respect to their investment in the Company (which instruments or agreements may or may not affect the Filing Persons' beneficial ownership in securities of the Company), or (d) consider, review, evaluate, propose or take any other actions with respect to their investment in the Company as they deem appropriate, which could involve, relate to or result in one or more of the matters described or referred to in sub-paragraphs (a) through (j) of Item 4 of Schedule 13D. As part of its conversations with third parties, representatives of the Filing Persons have spoken with potential financing sources, potential co-investors and certain potential strategic partners (collectively, "Potential Partners"), regarding potential transactions in which such parties could participate that may benefit the Company's shareholders. The Filing Persons (and/or their affiliates) have engaged and expect to continue to engage in communications and discussions with the Company, members of the Board and management of the Company, other current or prospective shareholders of the Company, potential co-investors and financing sources (including current or potential investors in funds managed by Trian Management), investment and financing professionals, industry analysts and other knowledgeable industry or market observers and participants, and other interested or relevant parties or service providers, regarding the Company and various strategic transactions and operational initiatives that the Filing Persons believe can generate or enhance shareholder value. The Filing Persons have exchanged and expect to continue to exchange information with such persons (including Potential Partners) pursuant to confidentiality or similar agreements, which the Filing Persons expect to include standstill restrictions with respect to the Company and/or negotiate terms or enter into commitments and other agreements, arrangements and understandings with such persons as may be appropriate, including with Potential Partners, financial, legal and other professional advisors and other interested or relevant parties or service providers, which initiatives and transactions could include one or more of the types of transactions described in sub-paragraphs (a) through (j) of Item 4 of Schedule 13D, including an acquisition or other extraordinary transaction resulting in the Filing Person (and/or their affiliates), either alone or with other parties (including one or more Potential Partners), acquiring control of the Company, and which transactions could result in a de-listing or de-registration of the Company's Common Stock. The Filing Persons (and/or their affiliates), alone or with third parties, including one or more Potential Partners, may submit to the Company one or more proposals relating to such a potential transaction and may take such other steps as the Filing Persons may deem appropriate from time to time in connection with such a transaction. There can be no assurance that any such proposals will be submitted by the Filing Persons (and/or their affiliates) or that any transaction will result from any such discussions or proposals, and the Filing Persons (and/or their affiliates) are under no obligation to propose or consummate any transaction. The Filing Persons do not undertake any obligation to update this disclosure or provide additional disclosure except as may be required under applicable U.S. securities laws. The Filing Persons have retained, and may, in the future retain, financial, legal and/or other advisors or consultants to assist them in evaluating their investment in the Company and/or the matters set forth in this Item 4, to explore various plans and actions and propose potential transactions to the above-mentioned persons, before forming a plan or intention to engage in or proceed with any such plans or actions or proceed with any of the transactions referred to herein or in Item 4 of Schedule 13D at any time and from time to time, review and reconsider their position and/or change their purpose or take actions with respect to their investment in the Company as they deem appropriate, including formulating other plans and/or making other proposals, and/or changing their intention with respect to or considering or proposing, one or more of the matters referred to in this Item 4. The foregoing list of intentions, plans, strategies, negotiations, discussions, activities and potential transactions under consideration is subject to termination, evolution, modification or change at any time, without notice, and there can be no assurance that any of the Filing Persons will take any of the actions set forth above. Notwithstanding anything contained herein, the Filing Persons specifically reserve the right to change their intentions or formulate other plans and/or proposals and to take such actions or steps with respect to their investment in the Company and/or change their intentions with respect to any or all of the matters set forth in Item 4 of Schedule 13D, and to modify or withdraw any such plans or proposals at any time. | ||||