Driven Brands Holdings Inc. Rejects Non-Binding, Highly Conditional and Unsolicited Proposal from ADW Capital

Key Terms

fiduciary duties regulatory

Fiduciary duties are the legal and ethical responsibilities that company directors, officers, or financial advisors have to put shareholders’ interests ahead of their own, acting with honesty, care, and loyalty. Think of it like a guardian managing someone’s money: choices must prioritize the owner’s benefit, avoid conflicts, and be made with prudent judgment; investors rely on these duties to ensure decisions aren’t self‑serving and to provide grounds for legal action if abused.

system-wide sales financial

Total revenue generated by every outlet in a company’s network, including both company-owned and franchised locations, measured over a given period. Investors watch system-wide sales as a broad indicator of brand demand and growth—like checking the overall temperature of a chain rather than one store—because rising totals suggest the business model and customer base are expanding even if ownership mixes vary.

non-binding regulatory

"Non-binding" describes an agreement or statement that does not legally require the parties involved to follow through with its terms. It’s like a handshake or a written promise that shows intent but isn’t enforceable by law. For investors, understanding whether an agreement is binding or non-binding helps gauge how seriously the parties are committed and how much weight to give to the promises made.

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Proposal Significantly Undervalues the Company and Is Not in the Best Interest of Driven Brands and its Shareholders

CHARLOTTE, N.C.--(BUSINESS WIRE)-- Driven Brands Holdings Inc. (NASDAQ: DRVN) (“Driven Brands” or the “Company”), North America's largest automotive services company, today announced that its Board of Directors has unanimously rejected ADW Capital Management, LLC’s (“ADW Capital”) non-binding, highly conditional and unsolicited proposal to acquire Driven Brands for $18.00 per share in cash.

Consistent with its fiduciary duties and in consultation with its financial and legal advisors, the Board carefully reviewed and evaluated ADW Capital’s proposal. Following its review, the Driven Brands Board unanimously determined that ADW Capital’s proposal is highly conditional and does not provide a credible basis on which the Company could proceed. Additionally, the Board concluded that ADW Capital’s proposal significantly undervalues the Company in light of its long-term value creation opportunities and is therefore not in the best interest of Driven Brands and its shareholders.

The Driven Brands Board and leadership team remain confident in the Company’s strategy, long-term value creation opportunities and disciplined execution. The Board remains committed to acting in the best interests of all shareholders and to evaluating opportunities to maximize shareholder value.

About Driven Brands

Driven Brands^™, headquartered in Charlotte, NC, is the largest automotive services company in North America, providing a range of consumer and commercial automotive services, including oil change, paint, collision, glass, vehicle repair, and maintenance. Driven Brands is the parent company of some of North America’s leading automotive service businesses including Take 5 Oil Change^®, Meineke Car Care Centers^®, Maaco^®, 1-800-Radiator & A/C^®, Auto Glass Now^®, and CARSTAR^®. As of the end of fiscal year 2025, Driven Brands had over 4,200 locations across the U.S. and Canada, and services tens of millions of vehicles annually. Driven Brands’ network generated approximately $1.9 billion in annual revenue from approximately $6.1 billion in system-wide sales.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260803795743/en/

Shareholder/Analyst inquiries:
Steve Alexander
stephen.alexander@drivenbrands.com(972) 467-6180

Media inquiries:
Krista Busada
krista.busada@drivenbrands.com(704) 644-8129

Source: Driven Brands