DRVN

drvn-20260611

0001804745FALSE00018047452026-06-112026-06-11

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): June 11, 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 June 11, 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 March 28, 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 June 11, 2026, announcing the financial results for the quarter ended March 28, 2026.

104Cover 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: June 11, 2026 By:/s/ Scott O’Melia

Name:Scott O’Melia

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

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.

104Cover 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

2 a991drvn-preliminaryearn.htm

EX-99.1

a991drvn-preliminaryearn

Exhibit 99.1 1 Driven Brands Holdings Inc. Provides Preliminary Unaudited Results for 2025 and Q1 2026 and Update on SEC Filing Status Charlotte, N.C. (April 21, 2026) - Driven Brands Holdings Inc. (NASDAQ: DRVN) (“Driven Brands” or the “Company”) is providing an update on the preliminary unaudited financial results it currently expects to report for the fourth quarter and fiscal year ending December 27, 2025, and for the first quarter ending March 28, 2026. The Company is also providing an update regarding the filing status of its 2025 Form 10- K and first quarter 2026 Form 10-Q. Preliminary Unaudited Results for Fourth Quarter and Fiscal Year 2025 and First Quarter 2026(1) The Company is providing the following preliminary unaudited financial results for the fourth quarter and fiscal year 2025 and first quarter 2026: Q4 2025(2) FY 2025(2) Q1 2026(2) Driven Same-Store Sales (“SSS”) Take 5 SSS 0.3% - 0.5% 3.5% - 3.7% 0.95% - 1.00% 6.1% - 6.2% 1.9% - 2.1% 4.3% - 4.5% Driven Revenue ($M) $450 - $460 $1,850 - $1,860 $475 - $485 Driven Net Unit Growth Take 5 Net Unit Growth 81 60 175 161 29 29 Adjusted EBITDA ($M)(3) $100 - $110 $440 - $450 Expect to be lower than prior year due to expenses associated with the restatement of previously issued financial statements. (1) The results for the fourth quarter and fiscal year ending December 27, 2025 and the first quarter ending March 28, 2026 set forth above are preliminary and unaudited in nature and subject to change as results for such periods are finalized. The Company's actual results for these periods may differ from the preliminary estimates presented herein, and additional developments and adjustments may arise between now and the time the financial information for these periods is finalized. Estimates of results are inherently uncertain and subject to change, and the Company undertakes no obligation to update the estimated results. Accordingly, you should not place undue reliance on these estimates. (2) Results exclude US and International Car Wash businesses, both of which are treated as discontinued operations. (3) See “Non-GAAP Financial Measures in Preliminary Unaudited Financial Results” below.

• The Company had approximately $130 million in cash and cash equivalents as of March 28, 2026, and continues to generate solid free cash flow. In addition, the Company’s revolving credit facility and securitization variable funding notes are currently undrawn. Management continues to believe it has adequate liquidity and operating cash flow for its needs going forward. • The Company currently estimates ending the first quarter with total net debt of approximately $1.6 billion, down from approximately $2.1 billion as of December 27, 2025. • The Company intends to provide Fiscal 2026 Outlook when it files the 2025 Form 10-K. Update Regarding the 2025 Form 10-K and Impact on Q1 2026 Form 10-Q As previously disclosed, on February 23, 2026, the Audit Committee of the Board of Directors, after consultation with the Company’s management, concluded there were material errors in its previously issued consolidated financial statements for the fiscal year ended December 28, 2024 and the fiscal year ended December 30, 2023 contained in the Company’s Annual Report on Form 10-K for fiscal year 2024, and in its previously issued unaudited condensed consolidated financial statements for each of the quarterly and year-to-date periods within fiscal year 2024 as well as the quarterly and year-to-date periods for the periods ended September 27, 2025, June 28, 2025 and March 29, 2025, and concluded that such financial statements should not be relied upon and required restatement. The Company is not yet able to provide additional details regarding its financial results for the impacted periods. As a result, the Company could not timely file its 2025 Form 10-K. As disclosed on March 11, 2026, the Company previously expected to file its 2025 Form 10-K by April 26, 2026; it no longer expects to meet this date. In accordance with Nasdaq listing rules, the Company has until June 15, 2026 to submit a plan to regain compliance with respect to its delinquent Form 10-K. The Company currently expects to file the 2025 Form 10-K on or before this deadline. Due to the delay in filing its 2025 Form 10-K, the Company does not currently expect to timely file its first quarter 2026 Form 10-Q. In connection with the restatement, the Company has identified material weaknesses in its internal control over financial reporting and in its disclosure controls and procedures. The Company expects to provide further detail regarding the nature of these material weaknesses and its remediation efforts in the 2025 Form 10-K. Until the restatement and related reporting are complete, the Company expects to limit communications on these matters to required p