Form 8-K

8-K — Driven Brands Holdings Inc.

Accession: 0001804745-26-000072

Filed: 2026-08-06

Period: 2026-08-06

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-20260806.htm (Primary)

EX-99.1 (q22026earningsrelease.htm)

GRAPHIC (drivenbrandslogo_positive.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: drvn-20260806.htm · Sequence: 1

drvn-20260806

0001804745FALSE00018047452026-08-062026-08-06

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): August 6, 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 August 6, 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 quarter ended June 27, 2026 (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 August 6, 2026, announcing the financial results for the quarter ended June 27, 2026.

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: August 6, 2026

By: /s/ Scott O’Melia

Name: Scott O’Melia

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

EX-99.1

Filename: q22026earningsrelease.htm · Sequence: 2

Document

Driven Brands Holdings Inc. Reports Second Quarter 2026 Results

--Revenue increases 6.8% to $507.4 million with same store sales growth of 1.4%--

--Take 5 same store sales increase 3.6%; 24th consecutive quarter of growth--

--Net leverage ratio improves to 3.1x Adjusted EBITDA--

--Company reiterates fiscal year 2026 outlook ranges--

Charlotte, N.C. (August 6, 2026) - Driven Brands Holdings Inc. (NASDAQ: DRVN) (“Driven Brands” or the “Company”) today reported financial results for the second quarter ending June 27, 2026.

For the second quarter, Driven Brands delivered revenue of $507.4 million, an increase of 7% versus the prior year. System-wide sales increased 5% to $1.6 billion, driven by a 1% increase in same store sales and 5% increase in store count versus the prior year.

Net income from continuing operations was $37.3 million or $0.23 per diluted share versus $16.4 million or $0.10 per diluted share in the prior year. Adjusted Net Income1 was $48.2 million or $0.29 per diluted share versus $48.9 million or $0.30 per diluted share in the prior year. Adjusted EBITDA1, which included $11.8 million of non-recurring, restatement-related costs, was $107.0 million, a decrease of 7% versus the prior year.

“Our results this quarter reflect the strength of our diversified, non-discretionary portfolio,” said Danny Rivera, President and Chief Executive Officer. “Revenue grew 7%, every segment delivered positive same store sales growth, and Take 5 extended its streak to 24 consecutive quarters of positive same store sales growth, including 3.6% growth this quarter. We also moved closer to our 3x leverage target, ending the quarter at 3.1x.”

“We are reiterating our full-year 2026 outlook ranges and remain focused on scaling Take 5, generating consistent cash flow, and further reducing leverage. We are operating in a dynamic consumer environment and are managing the business with appropriate discipline. Our resilient portfolio, strong balance sheet, and focus on execution position us well to navigate uncertain market conditions and deliver 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.

Second Quarter 2026 Key Performance Indicators by Segment

System-wide Sales (in millions)

Store Count

Same Store Sales

Revenue

(in millions)

Adjusted EBITDA

(in millions)

Take 5 $ 460.2 1,421 3.6 % $ 334.8 $ 114.9

Franchise Brands 1,095.8 2,696 0.5 % 69.6 41.2

Auto Glass Now 72.7 206 2.6 % 72.9 3.5

Corporate and Other N/A N/A N/A 30.1 (52.5)

Total

$ 1,628.7 4,323 1.4 % $ 507.4 107.0

Note: Certain columns may not add due to rounding.

Capital and Liquidity

The Company ended the quarter with a net leverage ratio of 3.1x Adjusted EBITDA and total liquidity of $855 million consisting of $184 million in cash and cash equivalents and $671 million of undrawn capacity on its variable funding securitization senior notes and revolving credit facility. This does not include the additional $135 million 2022-1 Securitization Senior 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.

Fiscal Year 2026 Outlook

The Company reiterates its financial outlook ranges for fiscal year 2026 as follows:

2026 Outlook

Revenue

~$1.95 - $2.05 billion

Adjusted EBITDA1

~$430 - $460 million

Adjusted Diluted EPS1

~$1.15 - $1.25

The Company expects fiscal year 2026 Adjusted EBITDA1 to be at the low end of its outlook range, reflecting continued uncertainty with lower-income consumers and the conflict in the Middle East, as well as its expectation for the non-recurring, restatement-related costs to come in at the high end of its $35 million to $45 million range.

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

The Company continues to expect 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 and Adjusted 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 estimates of free cash flow are made in a manner consistent with the relevant definitions and assumptions noted herein.

Nasdaq Listing Compliance

Following the filing of its Form 10‑Q for the period ended March 28, 2026, the Company received notification from Nasdaq on June 12, 2026, that it had regained compliance with the periodic filing requirements under Listing Rule 5250(c)(1).

Conference Call

Driven Brands will host a conference call to discuss second quarter 2026 results today, Thursday, August 6, 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 Krista Busada

Stephen.Alexander@drivenbrands.com Krista.Busada@drivenbrands.com

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

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended Six Months Ended

(in thousands, except per share amounts) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

As Restated and Recast As Restated and Recast

Net revenue:

Franchise royalties and fees $ 51,662 $ 49,180 $ 98,925 $ 93,890

Company-operated store sales 352,604 333,280 689,736 647,411

Advertising contributions 30,098 27,041 58,933 52,366

Supply and other revenue 73,052 65,712 144,263 129,158

Total net revenue 507,416 475,213 991,857 922,825

Operating expenses:

Company-operated store expenses 208,643 192,322 403,900 379,445

Advertising expenses 30,098 27,040 58,933 52,365

Supply and other expenses 43,764 39,153 83,531 74,590

Selling, general, and administrative expenses 129,704 150,520 261,515 275,179

Depreciation and amortization 22,157 19,129 43,488 39,440

Total operating expenses 434,366 428,164 851,367 821,019

Operating income 73,050 47,049 140,490 101,806

Other expenses, net:

Interest expense, net 20,791 31,146 44,243 67,412

Foreign currency transaction loss (gain), net 1,212 (8,659) 10,142 (9,130)

Loss on debt extinguishment — — 1,820 —

Other expenses, net 22,003 22,487 56,205 58,282

Income before taxes from continuing operations 51,047 24,562 84,285 43,524

Income tax expense 13,773 8,130 23,180 13,584

Net income from continuing operations $ 37,274 $ 16,432 $ 61,105 $ 29,940

(Loss) gain on sale of discontinued operations, net of tax (3,027) 38,948 26,259 38,948

Net (loss) income from discontinued operations, net of tax — (1,336) 1,713 (4,918)

Net income $ 34,247 $ 54,044 $ 89,077 $ 63,970

Basic earnings per share:

Continuing Operations $ 0.23 $ 0.10 $ 0.37 $ 0.18

Discontinued Operations (0.02) 0.23 0.17 0.21

Net basic earnings per share $ 0.21 $ 0.33 $ 0.54 $ 0.39

Diluted earnings per share:

Continuing Operations $ 0.23 $ 0.10 $ 0.37 $ 0.18

Discontinued Operations (0.02) 0.23 0.17 0.21

Net diluted earnings per share $ 0.21 $ 0.33 $ 0.54 $ 0.39

Weighted average shares outstanding

Basic 164,481 162,833 164,319 161,701

Diluted 164,936 164,150 164,774 162,984

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share and per share amounts) June 27, 2026 December 27, 2025

Assets

Current assets:

Cash and cash equivalents $ 183,947 $ 102,938

Restricted cash 100 162

Accounts and notes receivable, net 155,245 131,958

Inventory 52,087 52,375

Prepaid and other assets 30,302 50,103

Income tax receivable 48,447 49,266

Advertising fund assets, restricted 72,298 60,826

Assets held for sale 11,522 31,233

Current assets of discontinued operations — 61,993

Total current assets 553,948 540,854

Other assets 113,264 114,657

Property and equipment, net 496,273 471,804

Operating lease right-of-use assets 548,477 513,458

Deferred commissions 7,824 7,824

Intangibles, net 606,309 617,849

Goodwill 1,209,228 1,218,002

Deferred tax assets 3,917 3,982

Non-current assets of discontinued operations — 671,490

Total assets $ 3,539,240 $ 4,159,920

Liabilities and shareholders' equity

Current liabilities:

Accounts payable $ 128,468 $ 93,029

Accrued expenses and other liabilities 166,879 198,759

Income tax payable 2,226 2,652

Current portion of long-term debt 26,243 276,691

Tax receivable agreement payable 29,656 56,211

Advertising fund liabilities 23,258 24,670

Current liabilities of discontinued operations — 73,795

Total current liabilities 376,730 725,807

Long-term debt 1,658,932 1,882,783

Deferred tax liabilities 26,438 13,554

Operating lease liabilities 535,268 501,506

Tax receivable agreement payable 78,615 73,084

Deferred revenue 29,872 30,365

Long-term accrued expenses and other liabilities 94 —

Non-current liabilities of discontinued operations — 165,619

Total liabilities 2,705,949 3,392,718

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 164,979,816 and 164,531,712 shares issued and outstanding; respectively

1,650 1,645

Additional paid-in capital 1,745,494 1,736,416

Accumulated deficit (864,131) (953,208)

Accumulated other comprehensive loss (49,722) (17,651)

Total shareholders’ equity 833,291 767,202

Total liabilities and shareholders' equity $ 3,539,240 $ 4,159,920

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended

(in thousands) June 27, 2026 June 28, 2025

As Restated

Net income $ 89,077 $ 63,970

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

Depreciation and amortization 43,488 71,081

Share-based compensation expense 10,816 23,022

Loss (gain) on foreign denominated transactions 7,291 (13,343)

Loss on foreign currency derivatives 2,851 4,213

Gain on sale and disposal of businesses, fixed assets, and sale leaseback transactions (25,709) (49,535)

Loss on fair value of seller note receivable — 17,000

Reclassification of interest rate hedge to income — (1,033)

Bad debt expense 3,410 9,271

Asset impairment charges and lease terminations — 24,575

Amortization of deferred financing costs and bond discounts 3,777 6,206

Amortization of cloud computing 10,635 5,829

Provision for deferred income taxes 13,932 11,347

Loss on extinguishment of debt 1,820 —

Other, net (9,077) (5,003)

Changes in operating assets and liabilities, net of acquisitions:

Accounts and notes receivable, net (26,230) (44,295)

Inventory 211 1,840

Prepaid and other assets 18,073 (3,162)

Advertising fund assets and liabilities, restricted (14,046) (11,599)

Other assets (7,949) 150

Deferred commissions (2) 303

Deferred revenue (492) (934)

Accounts payable 35,968 29,874

Accrued expenses and other liabilities (17,520) 10,140

Income tax receivable (7,427) 686

Cash provided by operating activities 132,897 150,603

Cash flows from investing activities:

Capital expenditures (80,924) (124,641)

Cash used in business acquisitions, net of cash acquired — (6,034)

Proceeds from sale leaseback transactions 23,001 22,810

Proceeds from sale or disposal of businesses and fixed assets, net of cash sold 484,209 266,133

Cash provided by investing activities 426,286 158,268

Cash flows from financing activities:

Payment of debt extinguishment and issuance costs — (1,414)

Repayment of long-term debt (340,286) (305,446)

Proceeds from revolving lines of credit and short-term debt 107,000 65,000

Repayment of revolving lines of credit and short-term debt (247,000) (75,000)

Repayment of principal portion of finance lease liability (3,764) (3,140)

Payment of Tax Receivable Agreement (21,630) —

Tax obligations for share-based compensation (2,166) (2,582)

Cash used in financing activities (507,846) (322,582)

Effect of exchange rate changes on cash (1,494) 5,464

Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted 49,843 (8,247)

Cash and cash equivalents, beginning of period 132,682 141,810

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

Restricted cash, beginning of period 162 358

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

Cash and cash equivalents, end of period 183,947 133,079

Cash included in advertising fund assets, restricted, end of period 50,844 39,438

Restricted cash, end of period 100 334

Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period $ 234,891 $ 172,851

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) the current geopolitical environment, including the impact, both direct and indirect, of global conflicts, government actions, such as proposed and enacted tariffs and governmental shutdowns; (ii) our strategy, outlook, and growth prospects; (iii) our operational and financial targets, dividend policy, and capital allocation strategy; (iv) general economic trends and trends in our industry and markets; (v) the risks and costs associated with the integration of, and or ability to integrate, our stores and business units successfully; (vi) our internal control over financial reporting; (vii) 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 (viii) the competitive environment in which we operate; and (ix) potential post-closing obligations and liabilities relating to the sale of our car wash businesses. 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 and six months ended June 27, 2026, compared to the three and six months ended June 28, 2025.

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

Three Months Ended Six Months Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

(in thousands, except per share data) As Restated As Restated

Net income from continuing operations $ 37,274 $ 16,432 $ 61,105 $ 29,940

Adjustments:

Acquisition related costs(a)

118 983 288 998

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

1,511 (1,134) 4,003 2,076

Cloud computing amortization(c)

5,450 3,948 10,635 5,829

Share-based compensation expense(d)

5,101 10,663 11,449 22,923

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

1,212 (8,659) 10,142 (9,130)

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

(373) 34,314 733 44,208

Loss on debt extinguishment(g)

— — 1,820 —

Amortization related to acquired intangible assets(h)

4,650 4,528 9,305 9,180

Adjusted net income before tax impact of adjustments 54,943 61,075 109,480 106,024

Tax impact of adjustments(i)

(6,771) (12,171) (12,279) (18,348)

Adjusted net income from continuing operations $ 48,172 $ 48,904 $ 97,201 $ 87,676

Basic earnings per share from continuing operations $ 0.23 $ 0.10 $ 0.37 $ 0.18

Diluted earnings per share from continuing operations $ 0.23 $ 0.10 $ 0.37 $ 0.18

Adjusted basic earnings per share from continuing operations(1)

$ 0.29 $ 0.30 $ 0.59 $ 0.54

Adjusted diluted earnings per share from continuing operations(1)

$ 0.29 $ 0.30 $ 0.59 $ 0.54

Weighted average shares outstanding

Basic 164,481 162,833 164,319 161,701

Diluted 164,936 164,150 164,774 162,984

(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 for the three and six months ended June 27, 2026, and less than $1 million and $1 million for the three and six months ended June 28, 2025, respectively. Adjusted Net Income attributable to participating securities used in the diluted earnings per share calculations was less than $1 million for the three and six months ended June 27, 2026 and June 28, 2025.

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 27, 2025, filed with the SEC on May 19, 2026, for additional information on Adjusted EBITDA. The tables below reflect the calculation of Adjusted EBITDA for the three and six months ended June 27, 2026, compared to the three and six months ended June 28, 2025.

Net Income to Adjusted EBITDA Reconciliation (Unaudited)

Three Months Ended Six Months Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

(in thousands) As Restated As Restated

Net income from continuing operations $ 37,274 $ 16,432 $ 61,105 $ 29,940

Income tax expense 13,773 8,130 23,180 13,584

Interest expense, net 20,791 31,146 44,243 67,412

Depreciation and amortization 22,157 19,129 43,488 39,440

EBITDA 93,995 74,837 172,016 150,376

Acquisition related costs(a)

118 983 288 998

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

1,511 (1,134) 4,003 2,076

Cloud computing amortization(c)

5,450 3,948 10,635 5,829

Share-based compensation expense(d)

5,101 10,663 11,449 22,923

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

1,212 (8,659) 10,142 (9,130)

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

(373) 34,314 733 44,208

Loss on debt extinguishment(g)

— — 1,820 —

Adjusted EBITDA $ 107,014 $ 114,952 $ 211,086 $ 217,280

Note: Adjusted EBITDA presented above included restatement-related, non-recurring costs of $11.8 million for the three months ended June 27, 2026, and $20.9 million for the six months ended June 27, 2026.

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 reserves and 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 the intercompany loans as well as gains and losses on cross-currency swaps.

(f)Consists of the following items (i) asset impairments, (ii) losses, net on sale leasebacks, disposal of assets, including assets held for sale, or sale of business; and (iii) closed store expenses.

(g)Represents charges incurred related to the Company’s partial repayment of the 2020-1 Senior Notes and full repayment of the 2019-2 Senior Notes.

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

(i)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 21% to 26.5% 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 Six Months Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

(in thousands) As Restated As Restated

Take 5 $ 114,882 $ 106,538 $ 224,354 $ 202,933

Franchise Brands 41,163 43,549 82,520 86,429

Auto Glass Now 3,482 10,081 9,416 15,398

Corporate and Other (52,513) (45,216) (105,204) (87,480)

Adjusted EBITDA $ 107,014 $ 114,952 $ 211,086 $ 217,280

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

ADDITIONAL INFORMATION ON KEY PERFORMANCE INDICATORS (UNAUDITED)

Three Months Ended June 27, 2026

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

System-wide Sales

Franchised stores $ 183,099 $ 1,092,957 $ — $ 1,276,056

Company-operated stores 277,111 2,801 72,692 352,604

Total System-Wide Sales $ 460,210 $ 1,095,758 $ 72,692 $ 1,628,660

Store Count (in whole numbers)

Franchised stores 569 2,685 — 3,254

Company-operated stores 852 11 206 1,069

Total Store Count 1,421 2,696 206 4,323

Three Months Ended June 28, 2025

Take 5 Franchise Brands Auto Glass Now Total

(in thousands) As Restated

System-wide Sales

Franchised stores $ 149,119 $ 1,070,582 $ — $ 1,219,701

Company-operated stores 257,449 4,654 71,177 333,280

Total System-Wide Sales $ 406,568 $ 1,075,236 $ 71,177 $ 1,552,981

Store Count (in whole numbers)

Franchised stores 485 2,660 — 3,145

Company-operated stores 759 13 214 986

Total Store Count 1,244 2,673 214 4,131

Six Months Ended June 27, 2026

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

System-wide Sales

Franchise stores $ 353,055 $ 2,152,039 $ — $ 2,505,094

Company-operated stores 548,823 5,315 135,598 689,736

Total System-wide Sales $ 901,878 $ 2,157,354 $ 135,598 $ 3,194,830

Store Count (in whole numbers)

Franchise stores 569 2,685 — 3,254

Company-operated stores 852 11 206 1,069

Total Store Count 1,421 2,696 206 4,323

Six Months Ended June 28, 2025

Take 5 Franchise Brands Auto Glass Now Total

(in thousands) As Restated

System-wide Sales

Franchise stores $ 285,807 $ 2,099,956 $ — $ 2,385,763

Company-operated stores 508,249 8,646 130,516 647,411

Total System-wide Sales $ 794,056 $ 2,108,602 $ 130,516 $ 3,033,174

Store Count (in whole numbers)

Franchise stores 485 2,660 — 3,145

Company-operated stores 759 13 214 986

Total Store Count 1,244 2,673 214 4,131

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