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BlackRock Inc. purchased a new stake in Driven Brands Holdings Inc. (NASDAQ:DRVN – Free Report) during the 2nd quarter, according to the company in its most recent 13F filing with the Securities & Exchange Commission. The firm purchased 4,813,956 shares of the company’s stock, valued at approximately $67,107,000. BlackRock Inc. owned 2.92% of Driven Brands as of its most recent filing with the Securities & Exchange Commission.

A number of other hedge funds and other institutional investors have also recently bought and sold shares of the business. MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. lifted its position in Driven Brands by 4.4% during the 1st quarter. MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. now owns 35,597 shares of the company’s stock worth $610,000 after acquiring an additional 1,493 shares in the last quarter. UBS AM A Distinct Business Unit of UBS Asset Management Americas LLC increased its stake in Driven Brands by 22.7% during the 1st quarter. UBS AM A Distinct Business Unit of UBS Asset Management Americas LLC now owns 139,321 shares of the company’s stock worth $2,388,000 after buying an additional 25,806 shares during the period. New York State Common Retirement Fund lifted its holdings in Driven Brands by 10.0% in the 2nd quarter. New York State Common Retirement Fund now owns 16,511 shares of the company’s stock worth $290,000 after buying an additional 1,500 shares in the last quarter. Arrowstreet Capital Limited Partnership boosted its position in Driven Brands by 95.4% in the 2nd quarter. Arrowstreet Capital Limited Partnership now owns 255,156 shares of the company’s stock valued at $4,481,000 after buying an additional 124,556 shares during the last quarter. Finally, EverSource Wealth Advisors LLC boosted its position in Driven Brands by 744.6% in the 2nd quarter. EverSource Wealth Advisors LLC now owns 2,103 shares of the company’s stock valued at $37,000 after buying an additional 1,854 shares during the last quarter. 77.08% of the stock is owned by institutional investors and hedge funds.

Driven Brands Price Performance Shares of NASDAQ:DRVN opened at $12.47 on Monday. The company’s fifty day moving average is $13.91 and its two-hundred day moving average is $13.35. The company has a debt-to-equity ratio of 1.99, a quick ratio of 1.33 and a current ratio of 1.47. Driven Brands Holdings Inc. has a 1-year low of $9.80 and a 1-year high of $19.74. The stock has a market capitalization of $2.06 billion, a price-to-earnings ratio of 11.99 and a beta of 0.95.

Driven Brands (NASDAQ:DRVN – Get Free Report) last released its quarterly earnings data on Monday, July 27th. The company reported $0.29 earnings per share (EPS) for the quarter. Driven Brands had a return on equity of 24.13% and a net margin of 8.61%. Equities analysts anticipate that Driven Brands Holdings Inc. will post 1.12 EPS for the current year. Wall Street Analysts Forecast Growth A number of brokerages have issued reports on DRVN. Piper Sandler upped their target price on Driven Brands from $11.00 to $13.00 and gave the company a “neutral” rating in a research report on Wednesday, May 20th. The Goldman Sachs Group reissued a “neutral” rating and set a $14.75 price objective on shares of Driven Brands in a report on Wednesday, May 20th. Royal Bank Of Canada cut their target price on shares of Driven Brands from $17.00 to $16.00 and set an “outperform” rating on the stock in a research note on Friday, August 7th. Morgan Stanley set a $14.00 price target on shares of Driven Brands in a research report on Friday, August 7th. Finally, BMO Capital Markets lowered their price objective on Driven Brands from $18.00 to $14.00 and set a “market perform” rating for the company in a report on Thursday, May 21st. Two equities research analysts have rated the stock with a Strong Buy rating, five have assigned a Buy rating and seven have issued a Hold rating to the stock. According to data from MarketBeat.com, the stock has an average rating of “Moderate Buy” and an average target price of $16.77.

Read Our Latest Report on DRVN

Driven Brands Company Profile (Free Report)

Driven Brands Holdings Inc (NASDAQ: DRVN) is a leading North American provider of automotive aftermarket services, operating through a network of franchised and company-owned locations. The company’s platform encompasses a diverse portfolio of car care and maintenance brands, including Meineke Car Care Centers, Maaco Collision Repair & Auto Painting, Take 5 Oil Change, and Carstar Collision Repair. Driven Brands delivers a full range of services from routine maintenance and oil changes to collision repair, paint protection, and vehicle customization.

Headquartered in Charlotte, North Carolina, Driven Brands serves both individual consumers and commercial clients across the United States and Canada.

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Bank of America Corp DE lowered its holdings in shares of Driven Brands Holdings Inc. (NASDAQ:DRVN – Free Report) by 51.5% in the 1st quarter, according to its most recent Form 13F filing with the Securities and Exchange Commission. The institutional investor owned 581,331 shares of the company’s stock after selling 617,117 shares during the quarter. Bank of America Corp DE owned approximately 0.35% of Driven Brands worth $7,331,000 at the end of the most recent reporting period.

Several other institutional investors and hedge funds also recently added to or reduced their stakes in the business. Lazard Asset Management LLC boosted its stake in Driven Brands by 0.3% during the second quarter. Lazard Asset Management LLC now owns 216,423 shares of the company’s stock valued at $3,800,000 after buying an additional 682 shares during the last quarter. ProShare Advisors LLC boosted its stake in shares of Driven Brands by 6.9% during the 4th quarter. ProShare Advisors LLC now owns 10,917 shares of the company’s stock worth $162,000 after purchasing an additional 701 shares during the period. Mariner LLC boosted its stake in shares of Driven Brands by 1.1% during the 4th quarter. Mariner LLC now owns 71,736 shares of the company’s stock worth $1,063,000 after purchasing an additional 812 shares during the period. Osaic Holdings Inc. grew its holdings in Driven Brands by 82.1% during the 2nd quarter. Osaic Holdings Inc. now owns 2,087 shares of the company’s stock valued at $37,000 after purchasing an additional 941 shares during the last quarter. Finally, Vident Advisory LLC grew its holdings in Driven Brands by 8.0% during the 4th quarter. Vident Advisory LLC now owns 19,620 shares of the company’s stock valued at $291,000 after purchasing an additional 1,458 shares during the last quarter. Institutional investors own 77.08% of the company’s stock.

Analyst Upgrades and Downgrades Several brokerages have commented on DRVN. Wall Street Zen downgraded Driven Brands from a “buy” rating to a “hold” rating in a research report on Saturday, August 8th. Morgan Stanley set a $14.00 price target on shares of Driven Brands in a research note on Friday, August 7th. Piper Sandler lifted their price objective on shares of Driven Brands from $11.00 to $13.00 and gave the company a “neutral” rating in a report on Wednesday, May 20th. BMO Capital Markets lowered their price objective on shares of Driven Brands from $18.00 to $14.00 and set a “market perform” rating for the company in a research report on Thursday, May 21st. Finally, Benchmark restated a “buy” rating on shares of Driven Brands in a research note on Tuesday, May 26th. Two analysts have rated the stock with a Strong Buy rating, five have issued a Buy rating, six have given a Hold rating and one has assigned a Sell rating to the stock. Based on data from MarketBeat.com, the company currently has an average rating of “Moderate Buy” and a consensus price target of $16.77.

Get Our Latest Report on Driven Brands Shares of DRVN stock opened at $13.16 on Wednesday. The stock’s fifty day moving average price is $13.90 and its 200 day moving average price is $13.43. Driven Brands Holdings Inc. has a 1-year low of $9.80 and a 1-year high of $19.74. The company has a market cap of $2.17 billion, a price-to-earnings ratio of 12.65 and a beta of 0.95. The company has a debt-to-equity ratio of 1.99, a current ratio of 1.47 and a quick ratio of 1.33.

Driven Brands (NASDAQ:DRVN – Get Free Report) last announced its quarterly earnings data on Monday, July 27th. The company reported $0.29 EPS for the quarter. Driven Brands had a net margin of 8.61% and a return on equity of 24.13%. On average, research analysts expect that Driven Brands Holdings Inc. will post 1.12 earnings per share for the current fiscal year.

About Driven Brands (Free Report)

Driven Brands Holdings Inc (NASDAQ: DRVN) is a leading North American provider of automotive aftermarket services, operating through a network of franchised and company-owned locations. The company’s platform encompasses a diverse portfolio of car care and maintenance brands, including Meineke Car Care Centers, Maaco Collision Repair & Auto Painting, Take 5 Oil Change, and Carstar Collision Repair. Driven Brands delivers a full range of services from routine maintenance and oil changes to collision repair, paint protection, and vehicle customization.

Headquartered in Charlotte, North Carolina, Driven Brands serves both individual consumers and commercial clients across the United States and Canada.

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Shareholders should contact the firm immediately as there may be limited time to enforce your rights. 

, /PRNewswire/ -- Halper Sadeh LLC, an investor rights law firm, is investigating whether certain officers and directors of Driven Brands Holdings Inc. (NASDAQ: DRVN) breached their fiduciary duties to shareholders.

If you currently own Driven Brands stock and are a long-term shareholder, you may be able to seek corporate governance reforms, the return of funds back to the company, a court-approved financial incentive award, or other relief and benefits. Please click here to learn more about your legal rights and options or contact Daniel Sadeh or Zachary Halper at (212) 763-0060 or [email protected] or [email protected].

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Calls on Company to Launch Public Strategic Review Process Exploring Sale of Company as a Whole or in Segments Urges Board to Announce Establishment of Independent Special Committee to Run Process and Engagement of Independent Financial Advisor Encourages Minority Shareholders to Make Their Voices Heard and Demand that Board Take Immediate Action MIAMI BEACH, Fla., Aug. 07, 2026 (GLOBE NEWSWIRE) -- ADW Capital Management, LLC, which beneficially owns approximately 4.8% of the Common Stock of Driven Brands Holdings Inc. (NASDAQ: DRVN) (the “Company”), issued an open letter to the Company's board of directors and controlling shareholder Roark Capital Group.

Driven Brands Holdings Inc. (DRVN - Free Report) came out with quarterly earnings of $0.29 per share, missing the Zacks Consensus Estimate of $0.3 per share. This compares to earnings of $0.36 per share a year ago. These figures are adjusted for non-recurring items.

This quarterly report represents an earnings surprise of -3.33%. A quarter ago, it was expected that this company would post earnings of $0.25 per share when it actually produced earnings of $0.3, delivering a surprise of +20%.

Over the last four quarters, the company has surpassed consensus EPS estimates two times.

Driven Brands Holdings, which belongs to the Zacks Automotive - Retail and Wholesale - Parts industry, posted revenues of $507.42 million for the quarter ended June 2026, missing the Zacks Consensus Estimate by 1.81%. This compares to year-ago revenues of $550.99 million. The company has topped consensus revenue estimates two times over the last four quarters.

The sustainability of the stock's immediate price movement based on the recently-released numbers and future earnings expectations will mostly depend on management's commentary on the earnings call.

Driven Brands Holdings shares have lost about 1.4% since the beginning of the year versus the S&P 500's gain of 12.8%.

What's Next for Driven Brands Holdings?While Driven Brands Holdings has underperformed the market so far this year, the question that comes to investors' minds is: what's next for the stock?

There are no easy answers to this key question, but one reliable measure that can help investors address this is the company's earnings outlook. Not only does this include current consensus earnings expectations for the coming quarter(s), but also how these expectations have changed lately.

Empirical research shows a strong correlation between near-term stock movements and trends in earnings estimate revisions. Investors can track such revisions by themselves or rely on a tried-and-tested rating tool like the Zacks Rank, which has an impressive track record of harnessing the power of earnings estimate revisions.

Ahead of this earnings release, the estimate revisions trend for Driven Brands Holdings was favorable. While the magnitude and direction of estimate revisions could change following the company's just-released earnings report, the current status translates into a Zacks Rank #2 (Buy) for the stock. So, the shares are expected to outperform the market in the near future. You can see the complete list of today's Zacks #1 Rank (Strong Buy) stocks here.

It will be interesting to see how estimates for the coming quarters and the current fiscal year change in the days ahead. The current consensus EPS estimate is $0.29 on $518.1 million in revenues for the coming quarter and $1.23 on $2.01 billion in revenues for the current fiscal year.

Investors should be mindful of the fact that the outlook for the industry can have a material impact on the performance of the stock as well. In terms of the Zacks Industry Rank, Automotive - Retail and Wholesale - Parts is currently in the top 21% of the 250 plus Zacks industries. Our research shows that the top 50% of the Zacks-ranked industries outperform the bottom 50% by a factor of more than 2 to 1.

Another stock from the same industry, Advance Auto Parts (AAP - Free Report) , has yet to report results for the quarter ended June 2026. The results are expected to be released on August 20.

This auto parts retailer is expected to post quarterly earnings of $0.81 per share in its upcoming report, which represents a year-over-year change of +17.4%. The consensus EPS estimate for the quarter has been revised 0.6% lower over the last 30 days to the current level.

Advance Auto Parts' revenues are expected to be $2.03 billion, up 1.2% from the year-ago quarter.

CHARLOTTE, N.C.--(BUSINESS WIRE)--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.

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:

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.

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.

  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

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

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.

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

-

CHARLOTTE, N.C.--(BUSINESS WIRE)--Driven Brands Holdings Inc. (NASDAQ: DRVN) (“Driven Brands” or the “Company”) will release its financial results for the second quarter ended June 27, 2026, before the market opens on August 6, 2026. Following the release, management will host a conference call at 8:30 a.m. ET to review the Company’s financial and operating performance.

The call will be available by webcast and can be accessed by visiting the Company’s 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.

More News From Driven Brands

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Did Driven Brands Holdings Inc. Insiders Breach their Fiduciary Duties to Shareholders? PR Newswire NEW YORK, July

NEW YORK, July 09, 2026 (GLOBE NEWSWIRE) -- Moore Law, PLLC, a shareholder litigation law firm located on Wall Street, is investigating:

Driven Brands Holdings Inc. (“Driven Brands”) (NASDAQ: DRVN) shareholders should email [email protected] The investigation involved materially false and/or misleading statements, as well as failure to disclose material adverse facts about Driven Brands’ business and operations. Specifically, (1) there were errors relating to the recording of leases which primarily impacted Driven Brands’ right of use assets and right of use liabilities recorded in the company’s consolidated balance sheet as of December 28, 2024, and September 27, 2025; (2) there were errors in Driven Brands’ reporting opening and ending cash balances and operating cash flows, which resulted in overstatements of cash and revenue, and understatement of selling, general and administrative expenses in consolidated statement of operations for fiscal years 2023 and 2024; (3) Driven Brands’ supply and other expenses were improperly presented as company-operated store expenses in fiscal years 2023 and 2024; (4) Driven Brands identified other errors relating to the company’s income tax provision, supply and other revenue, fixed assets, cloud computing, lease cash applications, balance sheet and income statement misclassifications, and improperly recognized revenue in Driven Brands’ ATI business primarily related to fiscal year 2025; and (5) as a result of the foregoing, statements about the company’s business, operations, and prospects were materially false and misleading at all relevant times.

You may be able to seek monetary damages, corporate governance reforms, reimbursement to the company, and a court approved incentive award at no cost to you whatsoever. All representation is on a contingency fee basis. Shareholders pay no fees or expenses.

If you own Driven Brands, Inc. (NYSE:DRVN) please contact Fletcher Moore at [email protected].

MOORE LAW PLLC
30 Wall Street, 8th Floor
New York, NY 10005
(212) 709-8245
[email protected]
www.fmoorelaw.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/97b2be1d-ac55-4915-a842-8691782e8502

New York, NY, June 19, 2026 (GLOBE NEWSWIRE) -- Brand purpose has evolved from a marketing differentiator into a commercial driver, influencing sales choice and price premiums in both U.S. B2C and B2B markets. According to a new study released by the American Marketing Association New York (AMA New York), conducted in partnership with Charney Research and Toluna, 80% of corporate B2B buyers and 50% of B2C consumers now actively direct spending toward companies with clear social commitments.

The study reveals that despite highly publicized political pushback and recent cultural friction, corporate purpose remains resilient.

While 37% of those surveyed reported scaling back external programs like criminal justice reform or democracy initiatives due to shifting political winds, overall brand commitments across nine fields of corporate activism have achieved a net increase since 2021 averaging 12%.

“Purpose is alive and well and growing, despite some bruises. It has become normalized in decision-making across both consumer and commercial buyer behavior and for marketers, with the biggest impact among the B2B decision makers.” said Craig Charney, President of Charney Research and Research Director for AMA New York. “What we are seeing in this decade is that despite loud political counter-pressures, purpose has become a permanent filter for the modern buyer and part of the arsenal of the modern seller. It is no longer an optional marketing add-on; it is table stakes for doing business.”

The research highlights several critical shifts reshaping the business landscape:

B2B is the Primary Growth Frontier: Commercial buyers are now the most responsive to purpose-led positioning. Nearly four in five (79%) make purpose-influenced purchases, and 38% do so "often"—more than double the consumer frequency. This impact peaks in high-value enterprise transactions exceeding $100,000 and within organizations clearing over $10 million in revenue.The Collapse of the Consumer Income Gap: In a shift from five years ago, lower-income consumers are now just as willing to pay a premium for purpose-driven brands as higher-income households, signaling that purpose-based purchasing has democratized across socioeconomic lines. On average, consumers accept a 6% price premium, while B2B buyers are willing to absorb a hefty 13% premium for aligned brands.High-Value Demographic Sweet Spots: Purpose-driven purchasing and premium tolerance are strongest among under-40 buyers (Gen Z and Millennials), Black and Latino demographics, the college-educated, and Democrats.Priorities: Labor, Community, and Planet: Across both B2C and B2B markets, fair employment practices, local corporate citizenship, and environmental sustainability rank as the top three drivers of customer engagement.Cynicism Demands Proof: Trust in corporate initiatives has eroded, leaving audiences skeptical of symbolic statements. Buyers report that demonstrated action, transparency, and social responsibility are far more persuasive than marketing campaigns alone. “Our social media listening data confirms a sharp public backlash against empty corporate symbolism, corporate greenwashing, and superficial DEI compliance,” noted Jon Arthurs of Toluna, Managing Director and Global Head of Sustainability. “When brand messaging is merely performative, audiences react harshly. To win trust today, companies must back their claims with transparent, verifiable data.”

The report also identifies social media as the primary source of discovery regarding brand purpose for both consumer and commercial buyers, though legacy news media and direct brand communications remain of value as verification for cynical audiences.

About the Research The study was commissioned by the American Marketing Association – New York and conducted by Charney Research and Toluna between July and October 2025. The methodology includes quantitative online of 306 U.S. business buyers, 459 U.S. marketers, and 503 U.S. consumers, alongside an extensive social media listening analysis examining thousands of active digital conversations among consumers and marketers.

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.

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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