Form 8-K

8-K — Driven Brands Holdings Inc.

Accession: 0001804745-26-000057

Filed: 2026-06-11

Period: 2026-06-11

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-20260611.htm (Primary)

EX-99.1 (q12026earningsrelease.htm)

GRAPHIC (drivenbrandslogo_positive.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: drvn-20260611.htm · Sequence: 1

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.

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: June 11, 2026

By: /s/ Scott O’Melia

Name: Scott O’Melia

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

EX-99.1

Filename: q12026earningsrelease.htm · Sequence: 2

Document

Driven Brands Holdings Inc. Reports First Quarter 2026 Results

--Revenue increases 8% to $484 million with same store sales growth of 2%--

--Take 5 same store sales increase 4.5%; 23rd consecutive quarter of growth--

--Net leverage ratio improves to 3.2x Adjusted EBITDA--

--Company reiterates fiscal year 2026 outlook--

Charlotte, N.C. (June 11, 2026) - Driven Brands Holdings Inc. (NASDAQ: DRVN) (“Driven Brands” or the “Company”) today reported financial results for the first quarter ending March 28, 2026.

For the first quarter, Driven Brands delivered revenue of $484.4 million, an increase of 8% versus the prior year. System-wide sales increased 6% to $1.6 billion, driven by a 2% increase in same store sales and 5% increase in store count versus the prior year.

Net income from continuing operations was $23.8 million or $0.14 per diluted share versus $13.5 million or $0.08 per diluted share in the prior year. Adjusted Net Income1 was $49.0 million or $0.30 per diluted share versus $38.8 million or $0.24 per diluted share in the prior year. Adjusted EBITDA1, which included $9.1 million of restatement-related, non-recurring costs, was $104.1 million, an increase of 2% versus the prior year.

“Driven Brands delivered a solid start to 2026, with growth across revenue, Adjusted EBITDA and Adjusted EPS,” said Danny Rivera, President and Chief Executive Officer. “Take 5 once again led performance, delivering 4.5% same store sales growth in the quarter and marking its 23rd consecutive quarter of growth. We also continued to make meaningful progress reducing leverage and strengthening our balance sheet.”

“We are reiterating our full-year 2026 outlook based on the results we have delivered to date. Our focus remains on scaling Take 5, generating steady cash flow from our franchise brands, and deleveraging toward our 3x net leverage target. While there is still work ahead, our non-discretionary portfolio is built for consistency, and our team continues to execute against the priorities that can 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.

First 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 $ 441.7 1,371 4.5 % $ 323.2 $ 109.5

Franchise Brands 1,061.6 2,704 0.9 % 69.4 41.4

Auto Glass Now 62.9 206 7.2 % 63.1 5.9

Corporate and Other N/A N/A N/A 28.8 (52.7)

Total

$ 1,566.2 4,281 2.1 % $ 484.4 104.1

Note: Certain columns may not add due to rounding.

Capital and Liquidity

The Company ended the quarter with a net leverage ratio of 3.2x Adjusted EBITDA and total liquidity of $804 million consisting of $133 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 for fiscal year 2026 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 fiscal year 2026 outlook continue to include approximately $35 million to $45 million of restatement-related, non-recurring costs for fiscal year 2026.

The Company continues to expect fiscal 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

As previously disclosed on June 5, 2026, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the delayed filing of its Quarterly Report on Form 10-Q for the period ended March 28, 2026 (the “2026 Form 10-Q”).

The Company expects to file the 2026 Form 10-Q later today and believes that, upon such filing, it will regain compliance.

Conference Call

Driven Brands will host a conference call to discuss first quarter 2026 results today, Thursday, June 11, 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

(in thousands, except per share amounts) March 28, 2026 March 29, 2025

As Restated and Recast

Net revenue:

Franchise royalties and fees $ 47,263 $ 44,710

Company-operated store sales 337,132 314,131

Advertising contributions 28,835 25,325

Supply and other revenue 71,211 63,446

Total net revenue 484,441 447,612

Operating expenses:

Company-operated store expenses 195,257 187,123

Advertising expenses 28,835 25,325

Supply and other expenses 39,767 35,437

Selling, general, and administrative expenses 131,811 124,659

Depreciation and amortization 21,331 20,311

Total operating expenses 417,001 392,855

Operating income 67,440 54,757

Other expenses, net:

Interest expense, net 23,452 36,266

Foreign currency transaction loss (gain), net 8,930 (471)

Loss on debt extinguishment 1,820 —

Other expenses, net 34,202 35,795

Income before taxes from continuing operations 33,238 18,962

Income tax expense 9,407 5,454

Net income from continuing operations $ 23,831 $ 13,508

Gain on sale of discontinued operations, net of tax 29,286 —

Net income (loss) from discontinued operations, net of tax 1,713 (3,582)

Net income $ 54,830 $ 9,926

Basic earnings (loss) per share:

Continuing Operations $ 0.14 $ 0.08

Discontinued Operations 0.19 (0.02)

Net basic earnings per share $ 0.33 $ 0.06

Diluted earnings (loss) per share:

Continuing Operations $ 0.14 $ 0.08

Discontinued Operations 0.19 (0.02)

Net diluted earnings per share $ 0.33 $ 0.06

Weighted average shares outstanding

Basic 164,156 160,568

Diluted 164,637 161,818

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share and per share amounts) March 28, 2026 December 27, 2025

Assets

Current assets:

Cash and cash equivalents $ 133,412 $ 102,938

Restricted cash 162 162

Accounts and notes receivable, net 154,144 131,958

Inventory 49,471 52,375

Prepaid and other assets 25,502 50,103

Income tax receivable 44,800 49,266

Advertising fund assets, restricted 62,216 60,826

Assets held for sale 31,654 31,233

Current assets of discontinued operations — 61,993

Total current assets 501,361 540,854

Other assets 112,159 114,657

Property and equipment, net 477,288 471,804

Operating lease right-of-use assets 530,060 513,458

Deferred commissions 7,736 7,824

Intangibles, net 612,224 617,849

Goodwill 1,212,015 1,218,002

Deferred tax assets 4,217 3,982

Non-current assets of discontinued operations — 671,490

Total assets $ 3,457,060 $ 4,159,920

Liabilities and shareholders' equity

Current liabilities:

Accounts payable $ 105,393 $ 93,029

Accrued expenses and other liabilities 166,975 198,759

Income tax payable 468 2,652

Current portion of long-term debt 25,363 276,691

Tax receivable agreement payable 35,187 56,211

Advertising fund liabilities 28,925 24,670

Current liabilities of discontinued operations — 73,795

Total current liabilities 362,311 725,807

Long-term debt 1,660,836 1,882,783

Deferred tax liabilities 17,770 13,554

Operating lease liabilities 516,923 501,506

Tax receivable agreement payable 73,084 73,084

Deferred revenue 29,398 30,365

Long-term accrued expenses and other liabilities 37 —

Non-current liabilities of discontinued operations — 165,619

Total liabilities 2,660,359 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 164,895,622 and 164,531,712 shares issued and outstanding; respectively

1,649 1,645

Additional paid-in capital 1,741,081 1,736,416

Accumulated deficit (898,378) (953,208)

Accumulated other comprehensive loss (47,651) (17,651)

Total shareholders’ equity 796,701 767,202

Total liabilities and shareholders' equity $ 3,457,060 $ 4,159,920

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Three Months Ended

(in thousands) March 28, 2026 March 29, 2025

As Restated

Net income $ 54,830 $ 9,926

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

Depreciation and amortization 21,331 35,744

Share-based compensation expense 5,715 12,310

Loss (gain) on foreign denominated transactions 4,283 (373)

Loss (gain) on foreign currency derivatives 4,647 (98)

(Gain) loss on sale and disposal of businesses, fixed assets, and sale leaseback transactions (28,159) 6,551

Reclassification of interest rate hedge to income — (514)

Bad debt expense 2,716 4,482

Asset impairment charges and lease terminations — 9,982

Amortization of deferred financing costs and bond discounts 1,966 3,089

Amortization of cloud computing 5,185 1,881

Provision for deferred income taxes 4,660 6,172

Loss on extinguishment of debt 1,820 —

Other, net (8,819) (11,105)

Changes in operating assets and liabilities, net of acquisitions:

Accounts and notes receivable, net (24,023) (27,425)

Inventory 2,827 1,086

Prepaid and other assets 22,587 (3,756)

Advertising fund assets and liabilities, restricted (2,621) (4,091)

Other assets (2,946) (50)

Deferred commissions 87 69

Deferred revenue (955) (25)

Accounts payable 12,346 22,972

Accrued expenses and other liabilities (14,495) 16,418

Income tax receivable (5,803) (6,911)

Cash provided by operating activities 57,179 76,334

Cash flows from investing activities:

Capital expenditures (34,118) (67,764)

Proceeds from sale leaseback transactions 7,216 8,696

Proceeds from sale or disposal of businesses and fixed assets, net of cash sold 466,876 12,332

Cash provided by (used in) investing activities 439,974 (46,736)

Cash flows from financing activities:

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

Repayment of long-term debt (336,852) (32,418)

Proceeds from revolving lines of credit and short-term debt 107,000 33,000

Repayment of revolving lines of credit and short-term debt (247,000) (43,000)

Repayment of principal portion of finance lease liability (1,672) (2,017)

Payment of Tax Receivable Agreement (21,630) —

Tax obligations for share-based compensation (1,478) (2,582)

Cash used in financing activities (501,632) (48,431)

Effect of exchange rate changes on cash (616) 1,549

Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted (5,095) (17,284)

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 133,412 125,255

Cash included in advertising fund assets, restricted, end of period 46,379 38,227

Restricted cash, end of period 162 332

Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period $ 179,953 $ 163,814

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 ended March 28, 2026, compared to the three months ended March 29, 2025.

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

Three Months Ended

March 28, 2026 March 29, 2025

(in thousands, except per share data) As Restated

Net income from continuing operations $ 23,831 $ 13,508

Adjustments:

Acquisition related costs(a)

170 15

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

2,492 3,210

Cloud computing amortization(c)

5,185 1,881

Share-based compensation expense(d)

6,348 12,260

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

8,930 (471)

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

1,106 9,894

Loss on debt extinguishment(g)

1,820 —

Amortization related to acquired intangible assets(h)

4,655 4,652

Adjusted net income before tax impact of adjustments 54,537 44,949

Tax impact of adjustments(i)

(5,508) (6,177)

Adjusted net income from continuing operations $ 49,029 $ 38,772

Basic earnings per share from continuing operations $ 0.14 $ 0.08

Diluted earnings per share from continuing operations $ 0.14 $ 0.08

Adjusted basic earnings per share from continuing operations(1)

$ 0.30 $ 0.24

Adjusted diluted earnings per share from continuing operations(1)

$ 0.30 $ 0.24

Weighted average shares outstanding

Basic 164,156 160,568

Diluted 164,637 161,818

(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 and diluted earnings per share calculations was less than $1 million for the three months ended March 28, 2026 and March 29, 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 months ended March 28, 2026, compared to the three months ended March 29, 2025.

Net Income to Adjusted EBITDA Reconciliation (Unaudited)

Three Months Ended

March 28, 2026 March 29, 2025

(in thousands) As Restated

Net income from continuing operations $ 23,831 $ 13,508

Income tax expense 9,407 5,454

Interest expense, net 23,452 36,266

Depreciation and amortization 21,331 20,311

EBITDA 78,021 75,539

Acquisition related costs(a)

170 15

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

2,492 3,210

Cloud computing amortization(c)

5,185 1,881

Share-based compensation expense(d)

6,348 12,260

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

8,930 (471)

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

1,106 9,894

Loss on debt extinguishment(g)

1,820 —

Adjusted EBITDA $ 104,072 $ 102,328

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 the 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) 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 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

March 28, 2026 March 29, 2025

(in thousands) As Restated

Take 5 $ 109,472 $ 96,395

Franchise Brands 41,357 42,880

Auto Glass Now 5,934 5,317

Corporate and Other (52,691) (42,264)

Adjusted EBITDA $ 104,072 $ 102,328

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

ADDITIONAL INFORMATION ON KEY PERFORMANCE INDICATORS (UNAUDITED)

Three Months Ended March 28, 2026

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

System-wide Sales

Franchised stores $ 169,956 $ 1,059,082 $ — $ 1,229,038

Company-operated stores 271,712 2,514 62,906 337,132

Total System-Wide Sales $ 441,668 $ 1,061,596 $ 62,906 $ 1,566,170

Store Count (in whole numbers)

Franchised stores 545 2,693 — 3,238

Company-operated stores 826 11 206 1,043

Total Store Count 1,371 2,704 206 4,281

Three Months Ended March 29, 2025

Take 5 Franchise Brands Auto Glass Now Total

(in thousands) As Restated

System-wide Sales

Franchised stores $ 136,688 $ 1,029,374 $ — $ 1,166,062

Company-operated stores 250,800 3,992 59,339 314,131

Total System-Wide Sales $ 387,488 $ 1,033,366 $ 59,339 $ 1,480,193

Store Count (in whole numbers)

Franchised stores 468 2,647 — 3,115

Company-operated stores 735 13 216 964

Total Store Count 1,203 2,660 216 4,079

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