Form 8-K

8-K — Driven Brands Holdings Inc.

Accession: 0001804745-26-000044

Filed: 2026-05-19

Period: 2026-05-19

CIK: 0001804745

SIC: 7500 (SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — drvn-20260519.htm (Primary)

EX-99.1 (q42025earningsreleasev2.htm)

GRAPHIC (drivenbrandslogo_positivea.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: drvn-20260519.htm · Sequence: 1

drvn-20260519

0001804745FALSE00018047452026-05-192026-05-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 8-K

_________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 19, 2026

Commission file number: 001-39898

_________________________________

Driven Brands Holdings Inc.

(Exact name of Registrant as specified in its charter)

_________________________________

Delaware

(State or other jurisdiction of incorporation or organization)

139898

(Commission File Number)

47-3595252

(I.R.S. Employer Identification No.)

440 South Church Street, Suite 700

Charlotte, North Carolina

(Address of principal executive offices)

28202

(Zip Code)

(704) 377-8855

(Registrant’s Telephone Number, Including Area Code)

_________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Common Stock, $0.01 par value

Trading Symbol

DRVN

Name of each exchange on which registered

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On May 19, 2026, Driven Brands Holdings Inc. (the “Company”) issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, announcing the Company’s financial results for the year and quarter ended December 27, 2025 (the “Press Release”).

The information provided pursuant to Item 2.02, including the exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press Release, dated May 19, 2026, announcing the financial results for the year and quarter ended December 27, 2025.

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DRIVEN BRANDS HOLDINGS INC.

Date: May 19, 2026

By: /s/ Scott O’Melia

Name: Scott O’Melia

Title: Executive Vice President, Chief Legal Officer, and Secretary

EX-99.1

Filename: q42025earningsreleasev2.htm · Sequence: 2

Document

Driven Brands Holdings Inc. Reports Fourth Quarter and Fiscal Year 2025 Results

--Company restates previously issued financial statements--

--Fiscal 2025 revenue increases 6.3% to $1.9 billion--

--Take 5 fourth quarter 2025 same store sales increase 3.7%; 22nd consecutive quarter of growth--

--Pro forma net leverage ratio improves to 3.3x Adjusted EBITDA with IMO divestiture in January--

--Provides fiscal 2026 outlook and reiterates first quarter 2026 preliminary results--

Charlotte, N.C. (May 19, 2026) - Driven Brands Holdings Inc. (NASDAQ: DRVN) (“Driven Brands” or the “Company”) today reported financial results for the fourth quarter and fiscal year ending December 27, 2025, and expects to file its 2025 Annual Report on Form 10-K with the U.S. Securities and Exchange Commission later today. The 2025 Annual Report on Form 10-K will include restated financial results for fiscal years 2024 and 2023, restated interim financial results for the periods from the first quarter of 2024 through the third quarter of 2025, and restated Management’s Discussion and Analysis of Financial Condition and Results of Operations related to fiscal years 2024 and 2023. The restated financial results will reflect adjustments related to leases, cash, accounts payable, expense classification, accounts receivable, and other immaterial corrections.

“Driven Brands delivered a solid fourth quarter and full year, anchored by Take 5’s 3.7% same store sales growth, our 22nd consecutive quarter of growth,” said Danny Rivera, President and Chief Executive Officer. “In 2025, we took important steps to strengthen our foundation, including streamlining our portfolio to focus on core services in North America, meaningfully deleveraging our balance sheet, and investing in the capabilities that support our long-term strategy. We have completed the restatement of our prior-period financial results and are enhancing our internal controls to strengthen the accuracy of our financial reporting.”

“Looking ahead to 2026, our priorities remain clear: scaling our Take 5 platform, generating stable cash flow from our franchise brands, achieving our 3.0x net leverage ratio by year-end, and continuing our disciplined approach to portfolio optimization. We continue to expect Take 5 to deliver first quarter same store sales growth in the range of 4.3% to 4.5% on a preliminary basis. While the consumer environment remains dynamic, our focused portfolio of resilient, needs-based businesses and disciplined operational execution position us well to continue driving long-term shareholder value,” Rivera concluded.

Note: Prior-period financial information presented herein reflects results inclusive of restatement corrections and has been recast for discontinued operations for the applicable periods. Cash flow statements have not been recast to reflect the impact of discontinued operations.

Fourth Quarter 2025 Highlights

For the fourth quarter, Driven Brands delivered revenue of $460.1 million, an increase of 8% versus the prior year. System-wide sales were $1.5 billion, an increase of 2% versus the prior year primarily driven by 0.5% same store sales growth and 175 net new units.

Net income from continuing operations for the fourth quarter was $40.7 million or $0.25 per diluted share versus a net loss of $20.3 million or $0.13 loss per diluted share in the prior year. Adjusted Net Income from continuing operations1 was $56.4 million or $0.34 per diluted share versus $56.2 million or $0.34 per diluted share in the prior year. Adjusted EBITDA1 was $111.9 million, an increase of 7% versus the prior year.

Fiscal Year 2025 Highlights

For fiscal year 2025, Driven Brands delivered revenue of $1.9 billion, an increase of 6% versus the prior year. System-wide sales increased 3% to $6.1 billion, driven by a 1% increase in same store sales and 4% increase in store count versus the prior year.

Net income from continuing operations for fiscal year 2025 was $132.1 million or $0.80 per diluted share versus $0.5 million or $0.00 per diluted share in the prior year. Adjusted Net Income from continuing operations1 was $199.2 million or $1.21 per diluted share versus $174.8 million or $1.07 per diluted share in the prior year. Adjusted EBITDA1 was $449.1 million, an increase of $6.0 million versus the prior year.

Fourth Quarter 2025 Key Performance Indicators by Segment

System-wide Sales (in millions)

Store Count

Same Store Sales

Revenue

(in millions)

Adjusted EBITDA

(in millions)

Take 5 $ 411.4 1,342 3.7 % $ 308.5 $ 107.3

Franchise Brands 1,017.8 2,699 (1.0) % 67.9 42.4

Auto Glass Now 56.3 211 6.3 % 56.4 3.2

Corporate and Other N/A N/A N/A 27.3 (41.0)

Total

$ 1,485.5 4,252 0.5 % $ 460.1 111.9

Fiscal Year 2025 Key Performance Indicators by Segment

System-wide Sales (in millions)

Store Count

Same Store Sales

Revenue

(in millions)

Adjusted EBITDA

(in millions)

Take 5 $ 1,617.1 1,342 6.2 % $ 1,215.4 $ 418.7

Franchise Brands 4,218.0 2,699 (1.1) % 285.0 178.8

Auto Glass Now 257.6 211 7.9 % 257.8 25.9

Corporate and Other N/A N/A N/A 104.3 (174.3)

Total

$ 6,092.7 4,252 1.0 % $ 1,862.4 449.1

Note: Certain columns may not add due to rounding.

Capital and Liquidity

The Company ended the year with a net leverage ratio of 3.7x Adjusted EBITDA1 and total liquidity of $634 million consisting of $103 million in cash and cash equivalents and $531 million of undrawn capacity on its variable funding securitization senior notes and revolving credit facility. This did not include the additional $135 million Series 2022 Class A-1 Notes that would expand the Company’s variable funding note borrowing capacity if the Company elects to exercise them, assuming certain conditions continue to be met.

As previously disclosed, the Company received a waiver under its whole-business securitization structure and entered into a limited waiver and amendment to its revolving credit facility, each providing relief related to the completed restatement of previously issued financial statements. These actions extended the date to deliver the Company’s audited financial statements for fiscal year 2025 to June 10, 2026, and unaudited first quarter 2026 financial statements to 45 days after delivery of the audited fiscal year 2025 financial statements, or July 3, 2026.

International Car Wash Divestiture

As disclosed previously, on January 27, 2026, Driven Brands completed the divestiture of IMO, its international car wash business, for an aggregate consideration of approximately € 411 million.

Net proceeds from the divestiture of the international car wash business were primarily used to pay down debt, which improved pro forma net leverage to 3.3x Adjusted EBITDA1.

Resegmentation

As previously disclosed, the divestiture of the international car wash business resulted in corresponding changes to the Company’s financial reportable segments. As a result, the Company will report in its 2025 Annual Report on Form 10-K the following reportable segments: Take 5, Franchise Brands, and Auto Glass Now.

The Take 5 segment consists primarily of our company operated and franchise Take 5 Oil Change stores.

The Franchise Brands segment consists of our portfolio of franchised brands, which include Meineke, Maaco, CARSTAR and 1-800 Radiator, among other smaller brands. These brands are over 99% franchised.

The Auto Glass Now segment consists of our U.S. retail, commercial and insurance glass businesses.

Restatement

The Company has completed the restatement of its fiscal years 2023 and 2024 financial statements and interim financial results for the periods from the first quarter of 2024 through the third quarter of 2025. The restatement corrects accounting errors primarily related to leases, cash, accounts payable, expense classification, accounts receivable, and other immaterial corrections. The details of the corrections for fiscal years 2023 and 2024 and for the interim periods from the first quarter of 2024 through the third quarter of 2025 will be included in the Company’s 2025 Annual Report on Form 10-K for the fiscal year ended December 27, 2025, which the Company expects to file later today. The restatement is not a result of any substantive change to the Company’s operations or business performance for the corrected periods.

The net impact of the restatement corrections decreased Adjusted EBITDA1 by approximately $57 million in fiscal year 2023, decreased Adjusted EBITDA1 by approximately $12 million in fiscal year 2024, and decreased Adjusted EBITDA1 by approximately $8 million in fiscal year 2025 year-to-date through the third quarter.

Additional information regarding the restated financial statements is set forth in the section “Description of Restatement Matters and Restatement Errors” within this release.

Reiterated First Quarter 2026 Preliminary Results

On a preliminary basis for the first quarter of 2026, the Company continues to expect total same store sales growth in the range of 1.9% to 2.1%, including Take 5 same store sales growth in the range of 4.3% to 4.5%. The Company continues to expect total net revenue in the quarter to be in the range of $475 million to $485 million.

The Company continues to expect first quarter 2026 net new unit growth to be 29 units and to end the first quarter with total net debt of approximately $1.6 billion. Additionally, the Company continues to expect Adjusted EBITDA1 for the first quarter of 2026 to be moderately lower than prior year primarily due to expenses associated with the restatement of previously issued financial statements.

The Company is working to report its first quarter 2026 results and file its first quarter 2026 Form 10-Q. The Company currently anticipates filing its Form 10-Q on or before July 3, 2026, the due date for the Company to deliver its unaudited first quarter 2026 financial statements to its lenders as noted above.

Fiscal Year 2026 Outlook

Inclusive of the first quarter 2026 preliminary results provided above, the Company is providing its financial outlook for the fiscal year ending December 26, 2026, as follows:

2026 Outlook

Revenue

~$1.95 - $2.05 billion

Adjusted EBITDA1

~$430 - $460 million

Adjusted Diluted EPS1

~$1.15 - $1.25

Adjusted EBITDA1 and Adjusted Diluted EPS1 2026 outlook include approximately $35 million to $45 million of restatement-related, non-recurring costs for fiscal year 2026.

The Company expects fiscal year 2026 same store sales growth in the range of flat to 2%; and expects net store growth of approximately 160 to 190.

The Company also expects to generate between $125 million and $145 million of free cash flow2 in fiscal year 2026.

Note: 2026 outlook excludes the impact of any potential M&A and divestitures other than the completed divestiture of the international car wash business.

1 Adjusted EBITDA, Adjusted Net Income from continuing operations and Adjusted Diluted EPS are non-GAAP financial measures. See “Reconciliation of Non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures. Forward-looking estimates of Adjusted EBITDA and Adjusted EPS are made in a manner consistent with the relevant definitions and assumptions noted herein.

2 Free cash flow is a non-GAAP financial measure defined as cash provided by operating activities less capital expenditures, net of proceeds from sale leaseback transactions. Management believes free cash flow is a useful indicator of the Company’s ability to generate cash that can be used to repay debt, reinvest in the business, and return capital to shareholders. Forward-looking estimate of free cash flow is made in a manner consistent with the relevant definitions and assumptions noted herein.

Conference Call

Driven Brands will host a conference call to discuss fourth quarter and fiscal year 2025 results today, Tuesday, May 19, 2026, at 8:30 a.m. ET. The call will be available by webcast and can be accessed by visiting Driven Brands’ Investor Relations website at investors.drivenbrands.com. A replay of the call will be available for at least three months.

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.

Contacts

Shareholder/Analyst inquiries: Media inquiries:

Steve Alexander Michelle Appleyard

stephen.alexander@drivenbrands.com michelle.appleyard@drivenbrands.com

(972) 467-6180 (704) 644-8129

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended Year Ended

(in thousands, except per share amounts) December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024

As Restated and Recast As Restated and Recast

Net revenue:

Franchise royalties and fees $ 45,371 $ 44,085 $ 190,085 $ 188,634

Company-operated store sales 316,288 295,965 1,294,958 1,178,783

Advertising contributions 28,272 27,265 108,521 103,069

Supply and other revenue 70,171 59,891 268,874 281,990

Total net revenue 460,102 427,206 1,862,438 1,752,476

Operating expenses:

Company-operated store expenses 187,020 173,848 758,972 676,890

Advertising expenses 28,523 26,774 108,772 103,460

Supply and other expenses 40,207 37,357 157,302 171,788

Selling, general, and administrative expenses 103,625 143,483 496,297 464,992

Depreciation and amortization 20,132 21,079 81,858 78,989

Asset impairment charges and lease terminations

2,398 8,870 28,127 56,538

Total operating expenses 381,905 411,411 1,631,328 1,552,657

Operating income 78,197 15,795 231,110 199,819

Other expenses, net:

Interest expense, net 28,628 35,993 121,202 156,991

Foreign currency transaction (gain) loss, net 86 11,441 (14,715) 17,530

Loss on debt extinguishment 843 — 5,392 205

Other expenses, net 29,557 47,434 111,879 174,726

Income (loss) before taxes from continuing operations 48,640 (31,639) 119,231 25,093

Income tax (benefit) expense 7,923 (11,378) (12,842) 24,547

Net income (loss) from continuing operations $ 40,717 $ (20,261) $ 132,073 $ 546

(Loss) gain on sale of discontinued operations, net of tax (3,196) — 35,752 —

Net loss from discontinued operations, net of tax (16,337) (286,552) (27,663) (297,999)

Net income (loss)

$ 21,184 $ (306,813) $ 140,162 $ (297,453)

Basic earnings (loss) per share:

Continuing Operations $ 0.25 $ (0.13) $ 0.80 $ —

Discontinued Operations (0.12) (1.79) 0.05 (1.86)

Net basic earnings (loss) per share $ 0.13 $ (1.92) $ 0.85 $ (1.86)

Diluted earnings (loss) per share:

Continuing Operations $ 0.25 $ (0.13) $ 0.80 $ —

Discontinued Operations (0.12) (1.79) 0.05 (1.86)

Net diluted earnings (loss) per share $ 0.13 $ (1.92) $ 0.85 $ (1.86)

Weighted average shares outstanding

Basic 164,044 160,424 162,836 160,319

Diluted 165,015 160,424 163,852 161,210

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share and per share amounts) December 27, 2025 December 28, 2024

As Restated and Recast

Assets

Current assets:

Cash and cash equivalents $ 102,938 $ 103,438

Restricted cash 162 358

Accounts and notes receivable, net 131,958 146,372

Inventory 52,375 48,889

Prepaid and other assets 50,103 24,065

Income tax receivable 49,266 26,577

Advertising fund assets, restricted 60,826 48,349

Assets held for sale 31,233 79,090

Current assets of discontinued operations 61,993 130,713

Total current assets 540,854 607,851

Other assets 114,657 118,948

Property and equipment, net 471,804 409,451

Operating lease right-of-use assets 513,458 451,793

Deferred commissions 7,824 7,246

Intangibles, net 617,849 634,794

Goodwill 1,218,002 1,205,530

Deferred tax assets 3,982 7,204

Non-current assets of discontinued operations 671,490 1,808,978

Total assets $ 4,159,920 $ 5,251,795

Liabilities and shareholders' equity

Current liabilities:

Accounts payable $ 93,029 $ 86,188

Accrued expenses and other liabilities 198,759 160,283

Income tax payable 2,652 5,590

Current portion of long-term debt 276,691 33,696

Tax receivable agreement payable 56,211 22,676

Advertising fund liabilities 24,670 25,996

Current liabilities of discontinued operations 73,795 114,353

Total current liabilities 725,807 448,782

Long-term debt 1,882,783 2,658,889

Deferred tax liabilities 13,554 31,885

Operating lease liabilities 501,506 439,838

Tax receivable agreement payable 73,084 110,597

Deferred revenue 30,365 31,893

Long-term accrued expenses and other liabilities — 2,026

Non-current liabilities of discontinued operations 165,619 984,115

Total liabilities 3,392,718 4,708,025

Preferred Stock $0.01 par value; 100,000,000 shares authorized; none issued or outstanding — —

Common stock, $0.01 par value, 900,000,000 shares authorized: and 164,531,712 and 163,842,248 shares issued and outstanding; respectively

1,645 1,638

Additional paid-in capital 1,736,416 1,707,573

Accumulated deficit (953,208) (1,093,370)

Accumulated other comprehensive loss (17,651) (72,071)

Total shareholders’ equity 767,202 543,770

Total liabilities and shareholders' equity $ 4,159,920 $ 5,251,795

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Year Ended

(in thousands) December 27, 2025 December 28, 2024

As Restated

Net income (loss) $ 140,162 $ (297,453)

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 134,432 181,409

Goodwill impairment 28,317 —

Share-based compensation expense 32,276 52,096

(Gain) loss on foreign denominated transactions (23,063) 25,126

Loss (gain) on foreign currency derivatives 8,347 (7,605)

(Gain) loss on sale and disposal of businesses, fixed assets, and sale leaseback transactions (28,048) 26,684

Loss on fair value of Seller Note 17,000 —

Reclassification of interest rate hedge to income (6,157) (2,094)

Bad debt expense 18,722 8,963

Asset impairment charges and lease terminations 28,939 389,242

Amortization of deferred financing costs and bond discounts 9,736 9,759

Amortization of cloud computing 17,696 10,825

Benefit for deferred income taxes (20,381) (56,484)

Loss on extinguishment of debt 5,392 205

Other, net 3,887 (3,918)

Changes in operating assets and liabilities, net of acquisitions:

Accounts and notes receivable, net (12,088) (37,572)

Inventory (1,475) (2,332)

Prepaid and other assets (24,962) 2,987

Advertising fund assets and liabilities, restricted 771 (6,118)

Other assets (21,403) (77,243)

Deferred commissions (578) 934

Deferred revenue (1,543) 1,280

Accounts payable 604 24,559

Accrued expenses and other liabilities 30,271 13,627

Income tax receivable (6,311) (12,923)

Cash provided by operating activities 330,543 243,954

Cash flows from investing activities:

Capital expenditures (222,774) (288,635)

Cash used in business acquisitions, net of cash acquired (11,253) (2,990)

Proceeds from sale leaseback transactions 73,099 51,371

Proceeds from Seller Note 113,000 —

Proceeds from sale or disposal of businesses and fixed assets, net of cash sold 280,654 290,329

Cash provided by investing activities 232,726 50,075

Cash flows from financing activities:

Payment of debt extinguishment and issuance costs (10,489) (9,646)

Proceeds from the issuance of long-term debt 500,000 274,794

Repayment of long-term debt (994,584) (465,443)

Proceeds from revolving lines of credit and short-term debt 282,000 46,000

Repayment of revolving lines of credit and short-term debt (332,000) (104,000)

Repayment of principal portion of finance lease liability (5,506) (5,028)

Payment of Tax Receivable Agreement — (38,374)

Acquisition of non-controlling interest — (644)

Tax obligations for share-based compensation (4,394) (1,593)

Cash used in financing activities (564,973) (303,934)

Effect of exchange rate changes on cash 5,654 (4,103)

Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted 3,950 (14,008)

Cash and cash equivalents from continuing operations, beginning of period 103,438 132,552

Cash included in advertising fund assets, restricted, beginning of period 38,930 38,537

Restricted cash from continuing operations, beginning of period 358 657

Cash, cash equivalents, and restricted cash from discontinued operations, beginning of period 38,372 23,360

Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period 181,098 195,106

Cash and cash equivalents from continuing operations, end of period 102,938 103,438

Cash included in advertising fund assets, restricted, end of period 52,204 38,930

Restricted cash from continuing operations, end of period 162 358

Cash, cash equivalents, and restricted cash from discontinued operations, end of period 29,744 38,372

Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period $ 185,048 $ 181,098

Description of Restatement Matters and Restatement Errors

An overview of the restatement adjustments and their impact on previously reported consolidated financial statements are described below.

Lease adjustments

The Company identified certain leases that originated in prior periods beginning in 2023 where the lease had not been recorded at the time of lease commencement. The impact of the errors to the consolidated statements of operations for fiscal years 2024 and 2023 is increases of $2 million and $1 million, respectively, to company-operated store expense. The impact of the errors to the consolidated balance sheet as of December 28, 2024 is an increase of $40 million to operating lease right-of-use assets, an increase of $2 million to accrued expenses and other liabilities and an increase of $40 million to operating lease liabilities.

Cash adjustments

The Company identified unreconciled and aged differences between the general ledger cash balance and bank statements in prior years resulting in overstatement of cash and revenue and understatement of selling, general, and administrative expense, primarily impacting accumulated deficit in periods prior to fiscal year 2023. The impact of the errors relating to cash adjustments to the consolidated statement of operations for fiscal year 2024 is an increase to selling, general, and administrative expenses of $4 million. The impact of the errors to the consolidated statement of operations for fiscal year 2023 is a decrease to company-operated store sales of $6 million and a $1 million increase to selling, general, and administrative expenses. The impact of the errors to the consolidated balance sheet as of December 28, 2024 is a decrease to cash and cash equivalents of $28 million. The errors further affect the opening and closing cash balances and operating cash flows in the consolidated statements of cash flows for fiscal years 2024 and 2023. The impact of the errors to the opening cash balances in the consolidated statements of cash flows for fiscal years 2024 and 2023 is a decrease of $21 million and $14 million respectively. The impact of the errors to the closing cash balances in the consolidated statements of cash flows for fiscal years 2024 and 2023 is a decrease of $28 million and $21 million, respectively.

Accounts payable adjustments

The Company identified unreconciled and aged differences between the general ledger accounts payable balance and related subledger systems in prior years as a result of incorrect recording, offsetting, and consolidation of intercompany transactions, resulting in understatements in accounts payable and understatements of company-operated store expenses depending on the nature of the reconciling items. The impact of the errors to the consolidated statement of operations for fiscal year 2024 is a $2 million increase to selling, general, and administrative expenses and a $2 million decrease to company-operated store expenses. The impact of the errors to the consolidated statement of operations for fiscal year 2023 is a less than $1 million increase to selling, general, and administrative expenses, and a $32 million increase to company-operated store expenses. The impact of the errors to the consolidated balance sheet as of December 28, 2024 is an increase to accounts payable of $7 million.

Expense classification adjustments

During fiscal years 2024 and 2023, certain supply and other expenses were reflected within company-operated store expenses. This error resulted in company-operated store expenses being overstated by $35 million and $27 million for fiscal years 2024 and 2023, respectively, and a corresponding understatement of supply and other expenses in those periods.

Accounts receivable adjustments

The Company identified unreconciled and aged receivables, misapplied cash and clearing entries, allowance calculations that required correction, and certain accounts receivable not recorded in the subledger, primarily impacting accumulated deficit in periods prior to fiscal year 2023. The impact of the errors to the consolidated statement of operations for fiscal year 2024 is a $2 million decrease to company-operated store sales, a $2 million decrease to supply and other revenue, and a $1 million increase to selling, general, and administrative expenses, as well as other immaterial impacts. The impact of the errors to the consolidated statement of operations for fiscal year 2023 is a less than $1 million increase to company-operated stores sales, a $3 million decrease to supply and other revenue, and a $9 million increase to selling, general, and administrative expenses, as well as other immaterial impacts. These issues resulted in an overstatement of accounts receivable of $26 million as of December 28, 2024.

Other adjustments

The Company has calculated the tax impact of the errors and has also identified other immaterial errors, which have been reflected in the tables below.

The following tables present the restatement adjustments to previously issued consolidated financial statements, including the previously reported consolidated statement of operations for fiscal year 2024, consolidated balance sheet as of December 28, 2024, consolidated statement of cash flows for fiscal year 2024, and consolidated statement of operations and consolidated statement of cash flows for fiscal year 2023.

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 28, 2024

(in thousands, except per share amounts) As Previously Reported Restatement Impacts As Restated Discontinued Operations Reclassification Impacts As Restated and Recast

Net revenue:

Franchise royalties and fees $ 188,634 $ — $ 188,634 — $ 188,634

Company-operated store sales 1,544,932 (2,354) 1,542,578 (363,795) 1,178,783

Independently-operated store sales 212,396 — 212,396 (212,396) —

Advertising contributions 101,316 1,753 103,069 — 103,069

Supply and other revenue 292,310 (3,636) 288,674 (6,684) 281,990

Total net revenue 2,339,588 (4,237) 2,335,351 (582,875) 1,752,476

Operating expenses:

Company-operated store expenses 993,090 (32,692) 960,398 (283,508) 676,890

Independently-operated store expenses 121,325 (6) 121,319 (121,319) —

Advertising expenses 101,617 1,843 103,460 — 103,460

Supply and other expenses 139,658 35,855 175,513 (3,725) 171,788

Selling, general, and administrative expenses 554,775 153 554,928 (89,936) 464,992

Depreciation and amortization 180,112 1,297 181,409 (102,420) 78,989

Asset impairment charges and lease terminations 389,242 — 389,242 (332,704) 56,538

Total operating expenses 2,479,819 6,450 2,486,269 (933,612) 1,552,657

Operating (loss) income (140,231) (10,687) (150,918) 350,737 199,819

Other expenses, net:

Interest expense, net 156,964 872 157,836 (845) 156,991

Foreign currency transaction loss (gain), net 20,239 (2,709) 17,530 — 17,530

Loss on debt extinguishment 205 — 205 — 205

Other expenses, net 177,408 (1,837) 175,571 (845) 174,726

(Loss) income before taxes from continuing operations (317,639) (8,850) (326,489) 351,582 25,093

Income tax (benefit) expense (25,143) (3,893) (29,036) 53,583 24,547

Net (loss) income from continuing operations $ (292,496) $ (4,957) $ (297,453) $ 297,999 $ 546

Net loss from discontinued operations, net of tax — — — (297,999) (297,999)

Net loss $ (292,496) $ (4,957) $ (297,453) $ — $ (297,453)

Basic (loss) earnings per share:

Continuing Operations $ (1.79) $ (0.04) $ (1.86) $ 1.86 $ —

Discontinued Operations — — — (1.86) (1.86)

Net basic loss per share $ (1.79) $ (0.04) $ (1.86) $ — $ (1.86)

Diluted (loss) earnings per share:

Continuing Operations $ (1.82) $ (0.04) $ (1.86) $ 1.86 $ —

Discontinued Operations — — — (1.86) (1.86)

Net diluted loss per share $ (1.82) $ (0.04) $ (1.86) $ — $ (1.86)

Weighted average shares outstanding

Basic 160,319 — 160,319 — 160,319

Diluted 160,319 — 160,319 891 161,210

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

Year Ended December 28, 2024

(in thousands, except share and per share amounts) As Previously Reported Restatement Impacts As Restated Discontinued Operations Reclassification Impacts As Restated and Recast

Assets

Current assets:

Cash and cash equivalents $ 169,954 $ (28,144) $ 141,810 $ (38,372) $ 103,438

Restricted cash 358 — 358 — 358

Accounts and notes receivable, net 179,609 (26,338) 153,271 (6,899) 146,372

Inventory 67,527 (7,011) 60,516 (11,627) 48,889

Prepaid and other assets 42,271 (2,079) 40,192 (16,127) 24,065

Income tax receivable 13,706 15,352 29,058 (2,481) 26,577

Advertising fund assets, restricted 49,716 (1,367) 48,349 — 48,349

Assets held for sale 134,297 — 134,297 (55,207) 79,090

Current assets of discontinued operations — — — 130,713 130,713

Total current assets 657,438 (49,587) 607,851 — 607,851

Other assets 125,422 (3,348) 122,074 (3,126) 118,948

Property and equipment, net 1,024,168 2,547 1,026,715 (617,264) 409,451

Operating lease right-of-use assets 1,370,355 40,215 1,410,570 (958,777) 451,793

Deferred commissions 7,246 — 7,246 — 7,246

Intangibles, net 665,896 — 665,896 (31,102) 634,794

Goodwill 1,403,056 — 1,403,056 (197,526) 1,205,530

Deferred tax assets 8,206 181 8,387 (1,183) 7,204

Non-current assets of discontinued operations — — — 1,808,978 1,808,978

Total assets $ 5,261,787 $ (9,992) $ 5,251,795 $ — $ 5,251,795

Liabilities and shareholders' equity

Current liabilities:

Accounts payable $ 95,260 $ 7,348 $ 102,608 $ (16,420) $ 86,188

Accrued expenses and other liabilities 253,880 2,063 255,943 (95,660) 160,283

Income tax payable 6,860 — 6,860 (1,270) 5,590

Current portion of long-term debt 33,189 1,510 34,699 (1,003) 33,696

Tax receivable agreement payable 22,676 — 22,676 — 22,676

Advertising fund liabilities 22,030 3,966 25,996 — 25,996

Current liabilities of discontinued operations — — — 114,353 114,353

Total current liabilities 433,895 14,887 448,782 — 448,782

Long-term debt 2,660,355 2,679 2,663,034 (4,145) 2,658,889

Deferred tax liabilities 87,485 (4,276) 83,209 (51,324) 31,885

Operating lease liabilities 1,303,033 40,041 1,343,074 (903,236) 439,838

Tax receivable agreement payable 110,935 (338) 110,597 — 110,597

Deferred revenue 31,314 579 31,893 — 31,893

Long-term accrued expenses and other liabilities 27,436 — 27,436 (25,410) 2,026

Non-current liabilities of discontinued operations — — — 984,115 984,115

Total liabilities 4,654,453 53,572 4,708,025 — 4,708,025

Preferred Stock $0.01 par value; 100,000,000 shares authorized; none issued or outstanding

— — — — —

Common stock, $0.01 par value, 900,000,000 shares authorized: and 163,842,248 shares outstanding

1,638 — 1,638 — 1,638

Additional paid-in capital 1,699,851 7,722 1,707,573 — 1,707,573

Accumulated deficit (1,002,583) (90,787) (1,093,370) — (1,093,370)

Accumulated other comprehensive (loss) income (91,572) 19,501 (72,071) — (72,071)

Total shareholders’ equity 607,334 (63,564) 543,770 — 543,770

Total liabilities and shareholders' equity $ 5,261,787 $ (9,992) $ 5,251,795 $ — $ 5,251,795

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

Year Ended December 28, 2024

(in thousands) As Previously Reported Restatement Impacts As Restated

Net loss $ (292,496) $ (4,957) $ (297,453)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 180,112 1,297 181,409

Share-based compensation expense 48,139 3,957 52,096

Loss (gain) on foreign denominated transactions 29,413 (4,287) 25,126

(Gain) loss on foreign currency derivatives (9,174) 1,569 (7,605)

Loss (gain) on sale and disposal of businesses, fixed assets, and sale leaseback transactions 35,722 (9,038) 26,684

Reclassification of interest rate hedge to income (2,094) — (2,094)

Bad debt expense 6,672 2,291 8,963

Asset impairment charges and lease terminations 389,242 — 389,242

Amortization of deferred financing costs and bond discounts 9,759 — 9,759

Amortization of cloud computing 8,270 2,555 10,825

(Benefit) expense for deferred income taxes (66,594) 10,110 (56,484)

Loss on extinguishment of debt 205 — 205

Other, net (22,648) 18,730 (3,918)

Changes in operating assets and liabilities, net of acquisitions:

Accounts and notes receivable, net (48,190) 10,618 (37,572)

Inventory 2,618 (4,950) (2,332)

Prepaid and other assets 3,467 (480) 2,987

Advertising fund assets and liabilities, restricted (5,031) (1,087) (6,118)

Other assets (85,491) 8,248 (77,243)

Deferred commissions 934 — 934

Deferred revenue 832 448 1,280

Accounts payable 29,397 (4,838) 24,559

Accrued expenses and other liabilities 17,588 (3,961) 13,627

Income tax receivable 10,795 (23,718) (12,923)

Cash provided by operating activities: 241,447 2,507 243,954

Cash flows from investing activities:

Capital expenditures (288,504) (131) (288,635)

Cash used in business acquisitions, net of cash acquired (2,990) — (2,990)

Proceeds from sale leaseback transactions 51,371 — 51,371

Proceeds from sale or disposal of businesses and fixed assets, net of cash sold 299,142 (8,813) 290,329

Cash provided by (used in) investing activities: 59,019 (8,944) 50,075

Cash flows from financing activities: —

Payment of debt extinguishment and issuance costs (9,646) — (9,646)

Proceeds from the issuance of long-term debt 274,794 — 274,794

Repayment of long-term debt (465,443) — (465,443)

Proceeds from revolving lines of credit and short-term debt 46,000 — 46,000

Repayment of revolving lines of credit and short-term debt (104,000) — (104,000)

Repayment of principal portion of finance lease liability (3,931) (1,097) (5,028)

Payment of Tax Receivable Agreement (38,374) — (38,374)

Acquisition of non-controlling interest (644) — (644)

Tax obligations for share-based compensation (1,593) — (1,593)

Cash used in financing activities: (302,837) (1,097) (303,934)

Effect of exchange rate changes on cash (4,103) — (4,103)

Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted (6,474) (7,534) (14,008)

Cash and cash equivalents, beginning of period 176,522 (20,610) 155,912

Cash included in advertising fund assets, restricted, beginning of period 38,537 — 38,537

Restricted cash, beginning of period 657 — 657

Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period 215,716 (20,610) 195,106

Cash and cash equivalents, end of period 169,954 (28,144) 141,810

Cash included in advertising fund assets, restricted, end of period 38,930 — 38,930

Restricted cash, end of period 358 — 358

Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period $ 209,242 $ (28,144) $ 181,098

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 30, 2023

(in thousands, except per share amounts) As Previously Reported Restatement Impacts As Restated Discontinued Operations Reclassification Impacts As Restated and Recast

Net revenue:

Franchise royalties and fees $ 190,367 $ — $ 190,367 $ — $ 190,367

Company-operated store sales 1,526,353 (6,192) 1,520,161 (380,020) 1,140,141

Independently-operated store sales 196,395 — 196,395 (196,395) —

Advertising contributions 98,850 218 99,068 — 99,068

Supply and other revenue 292,064 (5,607) 286,457 (5,993) 280,464

Total net revenue 2,304,029 (11,581) 2,292,448 (582,408) 1,710,040

Operating expenses:

Company-operated store expenses 1,004,472 5,801 1,010,273 (290,311) 719,962

Independently-operated store expenses 109,078 104 109,182 (109,182) —

Advertising expenses 97,290 6,092 103,382 — 103,382

Supply and other expenses 158,436 26,971 185,407 (3,851) 181,556

Selling, general, and administrative expenses 462,117 21,378 483,495 (93,930) 389,565

Depreciation and amortization 175,296 (437) 174,859 (98,280) 76,579

Goodwill impairment 850,970 — 850,970 (850,970) —

Asset impairment charges and lease terminations 132,903 — 132,903 (9,084) 123,819

Total operating expenses 2,990,562 59,909 3,050,471 (1,455,608) 1,594,863

Operating (loss) income (686,533) (71,490) (758,023) 873,200 115,177

Other expenses, net:

Interest expense, net 164,196 (2,980) 161,216 (815) 160,401

Foreign currency transaction gain, net (3,078) (914) (3,992) (86) (4,078)

Other expenses, net 161,118 (3,894) 157,224 (901) 156,323

Loss before taxes from continuing operations (847,651) (67,596) (915,247) 874,101 (41,146)

Income tax (benefit) expense (102,689) (13,627) (116,316) 121,952 5,636

Net loss from continuing operations (744,962) (53,969) (798,931) 752,149 (46,782)

Net loss from discontinued operations, net of tax — — — (752,149) (752,149)

Net loss $ (744,962) $ (53,969) $ (798,931) $ — $ (798,931)

Basic (loss) earnings per share:

Continuing Operations $ (4.50) $ (0.44) $ (4.94) $ 4.65 $ (0.29)

Discontinued Operations — — — (4.65) (4.65)

Net basic loss per share $ (4.50) $ (0.44) $ (4.94) $ — $ (4.94)

Diluted (loss) earnings per share:

Continuing Operations $ (4.53) $ (0.41) $ (4.94) $ 4.65 $ (0.29)

Discontinued Operations — — — (4.65) (4.65)

Net diluted loss per share $ (4.53) $ (0.41) $ (4.94) $ — $ (4.94)

Weighted average shares outstanding

Basic 161,917 — 161,917 — 161,917

Diluted 161,917 — 161,917 — 161,917

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

Year Ended December 30, 2023

(in thousands) As Previously Reported Restatement Impacts As Restated

Net loss $ (744,962) $ (53,969) $ (798,931)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 175,296 (437) 174,859

Goodwill impairment 850,970 — 850,970

Share-based compensation expense 15,300 4,988 20,288

Gain on foreign denominated transactions (2,022) — (2,022)

Gain on foreign currency derivatives (1,056) (914) (1,970)

Loss on sale and disposal of businesses, fixed assets, and sale leaseback transactions 4,909 9,719 14,628

Reclassification of interest rate hedge to income (2,077) — (2,077)

Bad debt expense 1,938 8,752 10,690

Asset impairment charges and lease terminations 132,903 — 132,903

Amortization of deferred financing costs and bond discounts 10,307 — 10,307

Amortization of cloud computing 1,923 752 2,675

Benefit for deferred income taxes (125,804) (12,312) (138,116)

Other, net 22,320 675 22,995

Changes in operating assets and liabilities, net of acquisitions:

Accounts and notes receivable, net 13,561 3,699 17,260

Inventory (11,731) 7,961 (3,770)

Prepaid and other assets (6,877) 1,378 (5,499)

Advertising fund assets and liabilities, restricted (16,861) 6,014 (10,847)

Other assets (39,814) — (39,814)

Deferred commissions 418 — 418

Deferred revenue 1,937 131 2,068

Accounts payable 7,390 10,607 17,997

Accrued expenses and other liabilities (52,854) 7,541 (45,313)

Income tax receivable 53 (1,184) (1,131)

Cash provided by (used in) operating activities 235,167 (6,599) 228,568

Cash flows from investing activities:

Capital expenditures (596,478) — (596,478)

Cash used in business acquisitions, net of cash acquired (59,574) — (59,574)

Proceeds from sale leaseback transactions 194,658 — 194,658

Proceeds from sale or disposal of businesses and fixed assets, net of cash sold 9,987 — 9,987

Cash used in investing activities (451,407) — (451,407)

Cash flows from financing activities:

Repayment of long-term debt (27,971) — (27,971)

Proceeds from revolving lines of credit and short-term debt 378,000 — 378,000

Repayment of revolving lines of credit and short-term debt (130,000) — (130,000)

Repayment of principal portion of finance lease liability (5,165) (405) (5,570)

Share repurchases (49,956) — (49,956)

Stock option exercises 6,117 — 6,117

Other, net (326) — (326)

Cash provided by (used in) financing activities 170,699 (405) 170,294

Effect of exchange rate changes on cash 484 — 484

Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted (45,057) (7,004) (52,061)

Cash and cash equivalents, beginning of period 227,110 (13,606) 213,504

Cash included in advertising fund assets, restricted, beginning of period 32,871 — 32,871

Restricted cash, beginning of period 792 — 792

Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period 260,773 (13,606) 247,167

Cash and cash equivalents, end of period 176,522 (20,610) 155,912

Cash included in advertising fund assets, restricted, end of period 38,537 — 38,537

Restricted cash, end of period 657 — 657

Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period $ 215,716 $ (20,610) $ 195,106

Disclosure Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this press release, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, impact of accounting standards and outlook, impairments, and expected market growth are “forward-looking statements” for the purposes of federal and state securities laws, including, among other things, any statements relating to: (i) potential post-closing obligations and liabilities relating to the sale of our car wash businesses; (ii) the current geopolitical environment, including the impact, both direct and indirect, of government actions, such as proposed and enacted tariffs and governmental shutdowns; (iii) our strategy, outlook, and growth prospects; (iv) our operational and financial targets, dividend policy, and capital allocation strategy; (v) general economic trends and trends in our industry and markets; (vi) the risks and costs associated with the integration of, and or ability to integrate, our stores and business units successfully; (vii) our internal control over financial reporting; (viii) the proper application of generally accepted accounting principles in the preparation of our financial statements, which are highly complex and involve many subjective assumptions, estimates, and judgments; and (ix) the competitive environment in which we operate. Forward-looking statements may include, among others, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or any other similar words.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results or outcomes could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, many of which are beyond our control. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in or implied by our forward-looking statements include the following: our ability to compete with other businesses in the automotive aftermarket industries; advances and changes in automotive technology; changes in consumer preferences, perceptions, and spending patterns; changes in general economic conditions and the geographic concentration of our locations; our ability to timely recruit and retain qualified accounting personnel; the need to rely on third-party service providers, which could result in significant costs; diversion of management’s time, attention and resources from strategic matters due to remediation efforts related to the material weaknesses in our internal control over financial reporting and disclosure controls and procedures; our inability to maintain an effective system of internal controls; our inability to remediate the material weaknesses in our internal control over financial reporting and disclosure controls and procedures or additional material weaknesses or other deficiencies in the future; the restatement of certain of our previously issued consolidated financial statements; the adverse effect of litigation; the risks and uncertainties, as they may be amended from time to time, set forth in our filings with the U.S. Securities and Exchange Commission, including our most recently filed Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

There may be other factors not presently known to us or which we currently consider to be immaterial that could cause our actual results to differ materially from those projected in any forward-looking statements we make.

Forward-looking statements made in this release speak only as of the date hereof. We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

The following information provides definitions and reconciliations of the non-GAAP financial measures presented in this earnings release to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles (GAAP). The Company has provided this non-GAAP financial information, which is not calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures presented in this earnings release that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the GAAP financial measures presented in this earnings release. The non-GAAP financial measures in this earnings release may differ from similarly titled measures used by other companies.

Non-GAAP Financial Measures in Outlook

Driven Brands includes Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (“Adjusted EBITDA”) and Adjusted Earnings per Share (“Adjusted EPS”) in the Company’s Fiscal Year 2026 Outlook. Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures and have not been reconciled to the most comparable GAAP financial measures because it is not possible to do so without unreasonable efforts due to the uncertainty and potential variability of reconciling items, which are dependent on future events and often outside of management’s control and which could be significant. Because such items cannot be reasonably predicted with the level of precision required, we are unable to provide an outlook for the comparable GAAP measures. Forward-looking estimates of Adjusted EBITDA and Adjusted EPS are made in a manner consistent with the relevant definitions and assumptions noted herein and in our filings with the SEC.

Adjusted Net Income and Adjusted Earnings Per Share

Adjusted Net Income and Adjusted EPS are considered non-GAAP financial measures under the SEC’s rules because they exclude certain amounts included in the net income attributable to Driven Brands common stockholders and diluted earnings per share attributable to Driven Brands common stockholders calculated in accordance with GAAP. Management believes that Adjusted Net Income and Adjusted EPS are meaningful measures to share with investors because they facilitate comparison of the current period performance with that of the comparable prior period. In addition, Adjusted Net Income and Adjusted EPS afford investors a view of what management considers to be Driven Brands’ core earnings performance as well as the ability to make a more informed assessment of such earnings performance with that of the prior period.

The tables below reflect the calculation of Adjusted Net Income and Adjusted Earnings Per Share for the three months and year ended December 27, 2025, compared to the three months and year ended December 28, 2024.

Net Income to Adjusted Net Income and Adjusted Earnings Per Share (Unaudited)

Three Months Ended Year Ended

(in thousands, except per share data) December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024

As Restated As Restated

Net income (loss) from continuing operations $ 40,717 $ (20,261) $ 132,073 $ 546

Adjustments:

Acquisition related costs(a)

860 822 1,644 2,394

Non-core items and project costs, net(b)

3,143 — 21,560 16,751

Cloud computing amortization(c)

4,384 4,176 17,696 10,081

Share-based compensation expense(d)

6,116 13,216 32,079 50,881

Foreign currency transaction (gain) loss, net(e)

86 11,441 (14,715) 17,530

Impairment, notes receivable loss, (gain) loss on sale of assets, net, and closed store expenses(f)

(872) 49,207 63,160 84,236

Loss on debt extinguishment (g)

810 — 5,392 205

Amortization related to acquired intangible assets(h)

5,168 5,402 18,643 22,653

Acceleration of interest rate hedge(i)

— — (4,422) —

Valuation allowance (reversal) for deferred tax asset(j)

(433) 12,668 (37,833) 12,668

Adjusted net income before tax impact of adjustments 59,979 76,671 235,277 217,945

Tax impact of adjustments(k)

(3,574) (20,514) (36,043) (43,113)

Adjusted net income from continuing operations $ 56,405 $ 56,157 $ 199,234 $ 174,832

Basic earnings (loss) per share from continuing operations $ 0.25 $ (0.13) $ 0.80 $ —

Diluted earnings (loss) per share from continuing operations $ 0.25 $ (0.13) $ 0.80 $ —

Adjusted basic earnings per share from continuing operations(1)

$ 0.34 $ 0.34 $ 1.21 $ 1.07

Adjusted diluted earnings per share from continuing operations(1)

$ 0.34 $ 0.34 $ 1.21 $ 1.07

Weighted average shares outstanding

Basic 164,044 160,424 162,836 160,319

Diluted 165,015 160,424 163,852 161,210

Weighted average shares outstanding for Adjusted Net Income

Basic 164,044 160,424 162,836 160,319

Diluted 165,015 161,778 163,852 161,210

(1)Adjusted Earnings Per Share is calculated under the two-class method. Under the two-class method, adjusted earnings per share is calculated using adjusted net income attributable to common shares, which is derived by reducing adjusted net income by the amount attributable to participating securities. Adjusted Net Income attributable to participating securities used in the basic earnings per share calculations was less than $1 million and $2 million for the three months and year ended December 27, 2025, respectively, and $1 million and $3 million for the three months and year ended December 28, 2024, respectively. Adjusted Net Income attributable to participating securities used in the diluted earnings per share calculation was less than $1 million and $2 million for the three months and year ended December 27, 2025 and less than $1 million for the three months and year ended December 28, 2024.

Adjusted EBITDA

Adjusted EBITDA is considered a non-GAAP financial measure under the Securities and Exchange Commission’s (“SEC”) rules because it excludes certain amounts included in net income calculated in accordance with GAAP. Management believes that Adjusted EBITDA is a meaningful measure to share with investors because it facilitates comparison of the current period performance with that of the comparable prior period. In addition, Adjusted EBITDA affords investors a view of what management considers to be Driven Brand’s core operating performance as well as the ability to make a more informed assessment of such operating performance as compared with that of the prior period.

Please see the company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, filed with the SEC on February 26, 2025, for additional information on Adjusted EBITDA. The tables below reflect the calculation of Adjusted EBITDA for the three months and year ended December 27, 2025, compared to the three months and year ended December 28, 2024.

Net Income (Loss) to Adjusted EBITDA Reconciliation (Unaudited)

Three Months Ended Year Ended

(in thousands) December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024

As Restated As Restated

Net income (loss) from continuing operations $ 40,717 $ (20,261) $ 132,073 $ 546

Income tax (benefit) expense 7,923 (11,378) (12,842) 24,547

Interest expense, net 28,628 35,993 121,202 156,991

Depreciation and amortization 20,132 21,079 81,858 78,989

EBITDA 97,400 25,433 322,291 261,073

Acquisition related costs(a)

860 822 1,644 2,394

Non-core items and project costs, net(b)

3,143 — 21,560 16,751

Cloud computing amortization(c)

4,384 4,176 17,696 10,081

Share-based compensation expense(d)

6,116 13,216 32,079 50,881

Foreign currency transaction (gain) loss, net(e)

86 11,441 (14,715) 17,530

Impairment, notes receivable loss, (gain) loss on sale of assets, net, and closed store expenses(f)

(872) 49,207 63,160 84,236

Loss on debt extinguishment(g)

810 — 5,392 205

Adjusted EBITDA $ 111,927 $ 104,295 $ 449,107 $ 443,151

Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share Footnotes

(a)Consists of acquisition costs as reflected within the consolidated statements of operations, including legal, consulting and other fees, and expenses incurred in connection with acquisitions completed during the applicable period, as well as inventory rationalization expenses incurred in connection with acquisitions. As acquisitions occur in the future, we expect to incur similar costs and, under U.S. GAAP, such costs relating to acquisitions are expensed as incurred and not capitalized.

(b)Consists of discrete items and project costs, including third-party professional costs associated with strategic transformation initiatives as well as non-recurring payroll-related costs and non-ordinary course legal settlements.

(c)Includes non-cash amortization expenses relating to cloud computing arrangements.

(d)Represents non-cash share-based compensation expense.

(e)Represents foreign currency transaction (gains) losses, net that primarily related to the remeasurement of our intercompany loans as well as gains and losses on cross-currency swaps.

(f)Consists of the following items (i) asset impairments, (ii) (gains) losses, net on sale leasebacks, disposal of assets, including assets held for sale, or sale of business; and (iii) loss on fair value of the Seller Note.

(g)Represents charges incurred related to the Company’s full repayment of the Term Loan Facility in conjunction with the sale of the U.S. Car Wash business and the issuance of the Series 2025-1 Senior Notes in the current year and charges incurred related to the Company’s partial repayment of Senior Secured Notes in conjunction with the sale of its Canadian distribution business in the prior year.

(h)Consists of amortization related to acquired intangible assets as reflected within depreciation and amortization in the consolidated statements of operations.

(i)Consists of the accelerated amortization of an interest rate hedge associated with the Series 2022-1 Senior Securitization Notes, which was refinanced in October 2025.

(j)Represents valuation allowances on income tax carryforwards in certain jurisdictions that are not more likely than not to be realized.

(k)Represents the tax impact of adjustments associated with the reconciling items between net income from continuing operations and Adjusted Net Income, excluding the provision for uncertain tax positions and valuation allowance for certain deferred tax assets. To determine the tax impact of the deductible reconciling items, we utilized statutory income tax rates ranging from 9% to 36% depending upon the tax attributes of each adjustment and the applicable jurisdiction.

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

ADJUSTED EBITDA RECONCILIATION (UNAUDITED)

Three Months Ended Year Ended

(in thousands) December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024

As Restated As Restated

Take 5 $ 107,314 $ 98,975 $ 418,676 $ 380,155

Franchise Brands 42,411 42,615 178,838 190,759

Auto Glass Now 3,196 3,603 25,874 12,597

Corporate and Other (40,994) (40,898) (174,281) (140,360)

Adjusted EBITDA $ 111,927 $ 104,295 $ 449,107 $ 443,151

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

ADDITIONAL INFORMATION ON KEY PERFORMANCE INDICATORS (UNAUDITED)

Three Months Ended December 27, 2025

(in thousands) Take 5 Franchise Brands Auto Glass Now Corporate and Other Total

System-wide Sales

Franchise stores $ 155,290 $ 1,013,945 $ — $ — $ 1,169,235

Company-operated stores 256,115 3,875 56,298 — 316,288

Total System-wide Sales $ 411,405 $ 1,017,820 $ 56,298 $ — $ 1,485,523

Store Count (in whole numbers)

Franchise stores 530 2,686 — — 3,216

Company-operated stores 812 13 211 — 1,036

Total Store Count 1,342 2,699 211 — 4,252

Three Months Ended December 28, 2024

As Restated

(in thousands) Take 5 Franchise Brands Auto Glass Now Corporate and Other Total

System-wide Sales

Franchise stores $ 124,620 $ 1,034,255 $ — $ — $ 1,158,875

Company-operated stores 237,817 4,440 53,137 799 296,193

Total System-wide Sales $ 362,437 $ 1,038,695 $ 53,137 $ 799 $ 1,455,068

Store Count (in whole numbers)

Franchise stores 463 2,666 — — 3,129

Company-operated stores 718 13 217 — 948

Total Store Count 1,181 2,679 217 — 4,077

Year Ended December 27, 2025

(in thousands) Take 5 Franchise Brands Auto Glass Now Corporate and Other Total

System-wide Sales

Franchise stores $ 596,968 $ 4,200,793 $ — $ — $ 4,797,761

Company-operated stores 1,020,113 17,241 257,604 — 1,294,958

Total System-wide Sales $ 1,617,081 $ 4,218,034 $ 257,604 $ — $ 6,092,719

Store Count (in whole numbers)

Franchise stores 530 2,686 — — 3,216

Company-operated stores 812 13 211 — 1,036

Total Store Count 1,342 2,699 211 — 4,252

Year Ended December 28, 2024

As Restated

(in thousands) Take 5 Franchise Brands Auto Glass Now Corporate and Other Total

System-wide Sales

Franchise stores $ 465,059 $ 4,287,002 $ — $ — $ 4,752,061

Company-operated stores 920,518 16,372 237,500 4,393 1,178,783

Total System-wide Sales $ 1,385,577 $ 4,303,374 $ 237,500 $ 4,393 $ 5,930,844

Store Count (in whole numbers)

Franchise stores 463 2,666 — — 3,129

Company-operated stores 718 13 217 — 948

Total Store Count 1,181 2,679 217 — 4,077

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