Calls on Company to Launch Public Strategic Review Process Exploring Sale of Company as a Whole or in Segments

Urges Board to Announce Establishment of Independent Special Committee to Run Process and Engagement of Independent Financial Advisor

Encourages Minority Shareholders to Make Their Voices Heard and Demand that Board Take Immediate Action

MIAMI BEACH, Fla., Aug. 07, 2026 (GLOBE NEWSWIRE) — ADW Capital Management, LLC, which beneficially owns approximately 4.8% 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.

A full copy of the letter is below:

August 7, 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:

ADW Capital Management, LLC and its affiliates continue to have beneficial ownership of approximately 4.8% of Driven Brands (Nasdaq: DRVN) or (“Driven Brands” or the “Company”). To cut to the chase, we believe the Company’s most recent behavior and actions are disingenuous and inconsistent with the fiduciary duties of the Board.

On August 3, 2026, the Board announced that it had “unanimously” rejected our all-cash proposal to acquire Driven Brands for $18.00 per share without allowing us to conduct any due diligence. You called it “highly conditional” and declared that it “significantly undervalues the Company.” You cannot have it both ways.

There is a difference between genuinely evaluating a proposal and dismissing one out of hand. We did not ask you to accept $18.00 sight unseen. We expected to sign a customary confidentiality agreement so that we could review the Company’s projections and financials and finalize our terms and financing. That is the ordinary course of any transaction. It is how conditionality gets removed.

You met that request with silence. You did not try to set up a meeting with us or even ask us a single question.

So let us be clear about the sequence of events. You refused to provide the diligence that would allow us to firm up traditional debt financing — and then you rejected our proposal in part on the grounds that it was “highly conditional.” You manufactured the very condition you now cite as your reason for saying no. How do you say that is a good faith review? To us, it’s plain that the Board and Roark Capital engineered their desired outcome.

Consider what you have actually asserted. Our $18.00 offer represents a 39% premium to DRVN’s closing price. For the Board to conclude — unanimously, in consultation with its financial and legal advisors — that a 39% premium is not merely inadequate but significantly undervalues the business, is to assert that the intrinsic value of Driven Brands is dramatically higher than $18.00. By your own logic, that is a number approaching, or exceeding, twice today’s share price.

Had you actually come to the table and allowed us to conduct due diligence, you would have had the opportunity to test exactly how far we were prepared to increase our offer. You chose never to find out.

And are we the only interested party that has contacted the Company? We would find that extremely hard to believe. We have lost count of the number of inquiries we have personally received, in view of our public push for you to run a process, from groups with interest in buying a division or even the whole Company. Some of these groups noted to us that their outreach to the Company has been ignored. So, our public offer is rejected after not taking the steps needed to give it earnest consideration and we hear that private offers do not even receive the courtesy of a reply — what is the Board doing? Did you even test the waters and talk to any potential buyers? All of our research indicates that Roark has not engaged with the logical market participants in any meaningful capacity. 

So, we ask the question every shareholder is now asking: If you are so sure this Company is worth what you say it is worth, why are you not pursuing a sale of the business, in whole or in part, this instant? A Board that genuinely believes its shares are worth twice their trading price, and does nothing to close that gap, is not protecting shareholders. It is failing them.

Let us dispense with the fiction that this value will be realized on its own, in time, through “disciplined execution.” We do not see it. We do not believe the market trusts this Company, its management, or its controlling shareholder, Roark Capital. How can investors trust a Company that has fallen behind on filing its financial statements and has yet to restore basic credibility to its reporting? The accounting overhang has done lasting damage to the Company’s reputation. Look at the stockholder base — long-only mutual funds have already been burned and have moved on. The equity story is broken, and a broken equity story does not repair itself even over a few quarters — you have had over five years.

This has a specific and inconvenient consequence for Roark. We do not believe there is a viable path for Roark to divest its controlling stake through the public markets. Secondary offerings of a distrusted, under-followed, delinquently-reporting company are not a viable exit strategy — they are a guaranteed slow-motion mark-down. This whole situation has become, for Roark a Jean-Paul Sartre play — “No Exit”.

But Roark must already know this, so why are they so content with the status quo? Our best guess is that between trying to get a new fund off the ground, trying to get Inspire Brands public and attending to LPs who are almost certainly dissatisfied with the performance of previous funds, this Company is not a top priority even though value could be realized in short order.

While that may suit Roark’s needs, for management or the Board to believe that a strategy of gradual, incremental operational improvement will one day deliver shareholders the value you claim exists is not optimism — it is WILLFUL DELUSION. Every quarter spent waiting is a quarter of trapped value, mounting corporate overhead, and more erosion of shareholder trust. It’s also likely more management fees for Roark.

There are exactly two solutions. Both require immediate action:

1. Sell the Company in its entirety to a strategic or financial acquirer prepared to pay fair value for these assets in a private transaction.

2. Parcel off the assets. Driven Brands is a collection of best-in-class, separable automotive systems. In a well-run, sum-of-the-parts divestiture process, those assets are worth demonstrably more apart than the market will ever credit them together.

Either path can create real value for shareholders. Neither path can begin later. Both must begin immediately.

You owe it to your shareholders, not just Roark, to figure this out now. Retain advisors with a mandate to run a real process. Open the data room. Engage the buyers who are already circling these assets. Do the work you were elected to do. The Board and management need to fulfill their fiduciary duties.

We have fielded a number of calls after the most recent earnings announcement and everyone more or less said the same thing. The prevailing view among investors we talk to is that this Company has little if any respect for outside shareholders. The Company went for years adding back every random one-time cost and then woke up this year and decided to not add back 45 million dollars of restatement costs or a 4 mm inventory charge in the Auto Glass business going back to 2024? What is the possible business reason for the Company to do this? We cannot see one and are concerned that the Company is taking unnecessary action that destroys value. 

Waiting will solve nothing. There is “no exit” from this situation unless you create one. There are third parties that own your shares and are prepared to pursue all legal remedies to defend their minority rights. Minority shareholders don’t care about Roark’s carry / management fees. Your independent directors should seek counsel to protect themselves from the process you seemingly didn’t run. And while Roark and its founder Neal Aronson may think they are “King” of Driven Brands, there is no monarchy in the Delaware Chancery Court.

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


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