Proposal for All-Cash Transaction Represents a 42% Premium to the 30-day VWAP
Urges the Board to Engage with ADW Capital and Unlock Value for All Shareholders
MIAMI BEACH, Fla., April 30, 2026 (GLOBE NEWSWIRE) — ADW Capital Management, LLC, which beneficially owns approximately 3.7% of the Common Stock of Driven Brands Holdings Inc. (NASDAQ: DRVN) (the “Company”), issued an open letter to the Company’s board of directors and controlling shareholder Roark Capital Group announcing its proposal to acquire the Company for $18.00 per share in cash.
A full copy of the letter is below:
April 30, 2026
Board of Directors
Driven Brands Holdings Inc.
440 South Church Street, Suite 700
Charlotte, NC 28202
and
Roark Capital Group
1180 Peachtree Street NE, Suite 2500
Atlanta, GA 30309
Members of the Board of Directors of Driven Brands Holdings Inc. and Representatives of Roark Capital Group:
As we mentioned in our letter dated March 26, 2026, we are a significant stockholder of Driven Brands Holdings Inc. (NASDAQ: DRVN) (“Driven Brands” or the “Company”) and have spent considerable time analyzing its franchise system, capital structure, and strategic positioning. We have increased our position since our last letter, and now beneficially own approximately 3.7% of the Company’s Common Stock.
We are disappointed that neither the Company nor Roark Capital Group (with its affiliates, “Roark”), the Company’s controlling shareholder, has even acknowledged the receipt of our prior letter and call for the Company to undertake a strategic review process. As we remain convinced of the value of Driven Brands and believe that stockholders deserve a chance to realize value for their investment, we hereby propose to acquire all the outstanding shares of Driven Brands’ Common Stock that we do not already own for $18.00 per share in cash.
Our proposal represents a 41% premium over yesterday’s closing price of $12.74 per share and a 42% premium over the 30-day volume-weighted average price of $12.69. We believe our proposal provides a highly attractive opportunity for shareholders to obtain substantial and immediate cash value for their shares, which is greater than what Driven Brands can be expected to achieve for shareholders on its current course.
We continue to believe that Driven Brands is materially undervalued due to self-inflicted structural, capital allocation, and governance failures. Roark continues to focus on trying to position its larger restaurant platforms to go public for a limited partner base starved of “DPI” at the expense of attending to Driven Brands. Is this how Roark treats its private investors who “lock-up” their capital for 10,15, or 20 years? Is this the type of behavior that engenders goodwill with future public market investors? It is not lost on us that Roark is focused on preparing Inspire Brands to go public and that other large assets like Subway will eventually need to find their way into passive liquid markets as well. We ask both Roark and the Company, is this how public minority investors should expect to be treated by Roark controlled entities in the future?
We have been able to speak with similarly exasperated stakeholders in and around Driven Brands over the last several weeks. Neither the “buyside” nor “sell-side” appear to have any confidence that Roark will do the “right thing” by shareholders. It is clear to us from the most recent unaudited 4Q results and 1Q guidance that the Company has not embarked on any cost cutting after selling significant amounts of its pre-corporate EBITDA – both car wash assets.1 This behavior really begs the question of whether this is just carelessness / apathy or whether this is willful self-sabotage.
We would encourage investors to revisit our “Sum of the Parts” analysis from our last letter. We have no reason to believe that anything in our valuation framework has changed since our letter. If anything, our subsequent engagement with other shareholders only confirms how enduring the Company’s assets are and the considerable value trapped in this structure. We urge shareholders to tell the Board that the status quo is unsustainable and Driven Brands should be sold.
We are ready to engage meaningfully with the Board and we are confident in our ability, together with our advisors, to complete due diligence, negotiate and enter into, and close an acquisition of the Company quickly and efficiently. We have met with financial advisors and potential financing sources and are highly confident that we can arrange any and all necessary financing to complete the transaction, subject to the completion of typical due diligence. The transaction would not be subject to a financing contingency.
Our non-binding proposal is based entirely on publicly available information, and subject to entry into a negotiated transaction agreement with the Company. We reserve the right to withdraw or modify our proposal at any time and for any reason.
We request that the Company meet with us as soon as possible and by no later than May 15th 2026, so we can start constructive discussions regarding our proposal and entry into an appropriate confidentiality agreement so we can start due diligence. We look forward to hearing from you and working together towards a mutually agreeable transaction that is in the best interests of shareholders. We also would support Driven Brands immediately undertaking a strategic review process to maximize value for all shareholders, as we urged the Board to do in our prior letter.
If the Company refuses to engage with us in good faith, we reserve all rights, including taking our proposal directly to shareholders and pursuing any available legal remedies to ensure the Company’s shareholders can realize the true value of their investment.
Sincerely,
Adam Wyden
Managing Member
ADW Capital Management, LLC
About ADW Capital Management, LLC
ADW Capital Management, LLC is the investment advisor for a concentrated, long-biased investment partnership founded by Adam Wyden in 2010.
Contact
Adam Wyden
ADW Capital Management, LLC
(646) 684-4086
adam@adwcapital.com
1Company Filings
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/0e179b4b-a934-46cb-ade8-ca67b0bf2696
