Driven Brands Holdings Inc.

PROPOSAL TWO: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Exchange Act and the related rules of the SEC, and as a matter of good corporate governance, the below resolution will be presented at the Annual Meeting asking our stockholders to approve, on an advisory basis, the compensation of the Company’s NEOs as disclosed in the Compensation Discussion and Analysis (“CD&A”), the Summary Compensation Table, and the related compensation tables, notes, and narrative in this Proxy Statement for the Company’s Annual Meeting.

As set forth in the CD&A below, the Company has designed its compensation programs to: (i) align executives’ pay with the Company’s performance and focus on producing sustainable long-term growth, (ii) attract and retain executives with the experience necessary to achieve our business goals, and (iii) align executives’ interests with those of our stockholders and to encourage the creation of long-term value. Although the vote to approve executive compensation is purely advisory and non-binding, the Compensation Committee and Board of Directors value the opinions of our stockholders and will consider the results of the vote in determining the compensation of the NEOs and in designing the Company’s compensation programs generally. The vote is not intended to address any specific item of compensation but rather the overall compensation of our NEOs and the policies and practices described in this Proxy Statement.

Accordingly, we are asking for stockholder approval, on an advisory basis, of the following resolution:

“RESOLVED, that the compensation of the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion and Analysis,” the compensation tables and the narrative discussion associated with the compensation tables in the Company’s proxy statement for its 2026 Annual Meeting of Stockholders is hereby APPROVED.”

We currently hold an annual advisory vote to approve the compensation of our NEOs. Accordingly, unless such policy is changed, the next such vote following the Annual Meeting is expected to be held at our 2027 annual meeting of stockholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NEOs.

EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

The following CD&A provides information regarding the objectives and elements of our executive compensation philosophy, practices, and programs with respect to the compensation of our NEOs. The following should be read together with the compensation tables and related disclosures set forth below.

This CD&A details the continued evolution of our executive compensation program since we became a publicly-traded company in January 2021. We have established a number of policies and practices to support our compensation philosophy, improve our compensation governance, and drive performance that align executives’ and stockholders’ interests.

Our NEOs for the fiscal year ended December 27, 2025 are set forth in the table below. We had no other individuals serve as executive officers of the Company during the 2025 fiscal year.

(1)Mr. Rivera replaced Mr. Fitzpatrick, who stepped down as President and CEO and terminated his employment, effective as of May 9, 2025. Following his termination, Mr. Fitzpatrick assumed the role of non-executive Chairman of the Board. To facilitate the transition and enable continuity, Mr. Fitzpatrick also served as a Senior Advisor to Mr. Rivera through the end of the 2025 fiscal year. See the "CEO Transition" section below for additional information.

(2)Mr. Khalid was appointed as our Executive Vice President and Chief Operating Officer effective as of August 25, 2025.

Executive Summary

Executive Compensation Philosophy

The success of our business and value creation for our stockholders depends on the continued contributions of all our employees, including key executives and senior management. We have designed our executive compensation program to (i) align executives’ compensation with Company performance through targets and metrics that incentivize the production of sustainable and profitable long-term growth; (ii) attract, retain, and promote talent with competitive compensation, including an appropriate balance of fixed and variable compensation; and (iii) align executives’ interest with the interests of our stockholders through long-term equity incentive awards that primarily vest based on the Company’s performance over a three-year performance period.

Overview of Executive Compensation

The Company’s executive compensation program consists of three primary elements: (1) Base Salary; (2) Annual Cash Incentive; and (3) Long-Term Equity Incentives composed of Performance-based Restricted Stock Units (“PSUs”) and Restricted Stock Units (“RSUs”). Other than the base salary, the amount of compensation realized by the NEOs depends predominantly on the Company’s achievement of specified strategic goals and metrics and the appreciation of our stock price. For more information regarding each element, see “Elements of Executive Compensation” below.

Target 2025 Compensation Mix for our CEO and Other NEOs

The Company’s executive compensation program places a majority of our NEOs’ annual compensation at-risk based on Company performance. The following shows the mix of our CEO’s and the average of our other NEOs’ 2025 target compensation, consisting of their 2025 base salary, target 2025 annual cash bonus, and target value of annual long-term equity incentives granted in 2025 (“Target Compensation”). As indicated below, pursuant to our philosophy of aligning pay with performance, 78% of our non-CEO NEOs’ average Target Compensation, and 85% of our CEO's Target Compensation, is at-risk.

(1)Represents annualized target compensation levels for Mr. Rivera.

(2)Excludes Mr. Fitzpatrick, given his termination of employment, as well as the one-time special equity awards for Messrs.Khalid and Rivera and transaction bonus earned by Mr. O'Melia in 2025 given the one-time nature of such awards.

Compensation Best Practices

Over 75% of 2025 Target Compensation is at-risk

Fully independent Compensation Committee

Established Stock Ownership Guidelines

Engage with investors regarding the executive compensation program

Use a mix of pre-established relative and absolute performance metrics

Provide minimal perquisites

Prohibit repricing underwater options

Prohibit our NEOs from engaging in short sales, hedging transactions, or other speculative trading of our securities

Prohibit excise tax gross-up payments

Mitigate undue risk through caps on performance-based payments and active engagement and oversight of compensation program by the Compensation Committee

Clawback provisions apply in the event of accounting restatements and instances of fraud or violation of restrictive covenants

Compensation Committee engagement of an independent compensation consulting firm

Process for Determining Executive Compensation

Our Compensation Committee is responsible for determining and recommending to the Board for approval the compensation of our CEO and for approval of the compensation for our other executive officers. Our Compensation Committee reviews with management the Company’s compensation philosophy, objectives, and targets. Our CEO (for 2025, Mr. Fitzpatrick prior to his departure) works closely with our Compensation Committee in managing our executive compensation program and attends meetings of our Compensation Committee. Because of his daily involvement with the executive team, our CEO makes recommendations to the Compensation Committee regarding compensation for the executive officers other than himself. Our CEO does not participate in discussions with our Compensation Committee or our Board regarding his own compensation. Mr. Rivera's compensation as CEO was set in connection with his appointment.

Our Compensation Committee has retained Meridian Compensation Partners (“Meridian”) as its independent executive compensation advisor to support our Compensation Committee as our executive compensation program continues to mature. After taking into consideration the factors listed in Nasdaq Listing Rule 5605(d)(3)(D), the Compensation Committee concluded that there are no conflicts of interest with respect to the engagement of Meridian by the Compensation Committee.

Meridian assisted the Compensation Committee in reviewing the peer group that it would use for benchmarking purposes related to 2025 executive compensation determinations. After considering multiple factors, including annual revenue, system-wide sales, market capitalization, EBITDA, franchise focus, and historical and projected growth rates, our Compensation Committee approved the peer group set forth below, which remained the same as the peer group used for 2024. The Compensation Committee believes that Driven Brands’ positioning between the 25 th and 50 th percentiles of the peer group for annual revenue, and closer to the 50 th percentile for system-wide sales, makes the peer group a good basis for compensation benchmarking.

Say on Pay, Response to Stockholder Feedback, and Stockholder Outreach

The Compensation Committee and the Board value the input of our stockholders. Driven Brands is dedicated to maintaining meaningful engagement with our stockholders, through the active involvement of our senior management and investor relations teams. In 2025, we conducted approximately 200 meetings with stockholders and potential investors, underscoring our commitment to engaging in thorough discussions about governance, Company performance, strategic initiatives, and the Company’s future direction.

At our 2025 Annual Meeting, approximately 86% of the votes cast voted in favor of our NEO compensation program. Given this level of support of our stockholders for our executive compensation program, we did not make significant changes to our executive compensation program as a result of such vote.

The Board of Directors and our senior management team continue to value the input and feedback we receive from our stockholders regarding our company’s strategies, operations, and corporate governance practices. We believe fostering an open and mutually beneficial dialogue with our investors is essential. This approach not only improves transparency for our stockholders but also enables both our Board and management team to make decisions that are well-informed and aligned with the interests and concerns of our stockholders.

Elements of Executive Compensation

As noted above, our compensation program consists of three main elements: base salary, annual cash incentives, and equity-based long-term incentives. We also provide various benefit and retirement programs.

Base Salary

NEOs receive a base salary to compensate them for services provided to the Company. Base salary provides a fixed component of compensation and is intended to reflect numerous factors, such as the nature of the role and the experience and performance of the individual. The Compensation Committee sets and adjusts the base salaries of our executive

officers, including our NEOs, as it deems appropriate. During 2025, Mr. Rivera's and Mr. Khalid's base salaries shown below were set in connection with their appointments to President and Chief Executive Officer and Chief Operating Officer, respectively. Mr. O'Melia's base salary increased from $525,000 to $600,000 during 2025 in recognition of his contributions to, and leadership on, various critical strategic projects. The Compensation Committee did not increase the base salary for Mr. Diamond in 2025.

(1)Mr. Fitzpatrick stepped down as President and Chief Executive Officer on May 9, 2025 and the amount shown reflects his annual base salary as in effect prior to his resignation.

Annual Incentive Compensation

During fiscal year 2025, our NEOs were eligible to participate in our annual performance-based cash bonus plan (“ABP”). The 2025 annual target bonus levels (as a percentage of base salary) for each of our NEOs under the ABP are set forth below. Messrs. Rivera's and Khalid's target bonuses shown below were set in connection with their respective appointments. The Compensation Committee did not increase the target bonus (as a percentage of base salary) for any of our other NEOs in 2025.

(1)Mr. Fitzpatrick's 2025 ABP was forfeited in its entirety upon his resignation.

The ABP is a critical component of the executive compensation program, reinforces the Company’s goals and strategic initiatives, and rewards executives for Company and business unit performance, as applicable. The Compensation Committee discusses potential metrics used to determine the amount of bonus payable to each NEO and selects and weights metrics that capture the major levers that drive our growth and financial success and reflect our key performance indicators for the applicable year. The Company does not disclose the specific targets for each of the metrics due to the risk of competitive harm, but the target for each metric meets or exceeds the financial guidance that the Company provides to investors. The target for each metric is set to reward only exceptional performance and requires year-over-year improvement for most metrics.

The following metrics, weightings, and payout scales applied to the 2025 ABP:

(1)“Adjusted EBITDA” represents earnings before interest expense, income tax expense, and depreciation and amortization, with further adjustments for acquisition-related costs, equity compensation, loss on debt extinguishment, and certain non-recurring, non-core, infrequent, or unusual charges. Please refer to Exhibit A of this Proxy Statement for a reconciliation of Non-GAAP financial measures.

In addition to the noted metrics, the Company must meet or exceed threshold performance for the Adjusted EBITDA metric for any ABP payment to be paid. The overall bonus payout was also subject to a 20% reduction if a material weakness in internal controls was reported in the Company’s 2025 Annual Report. The Compensation Committee and Board also reserve the right to adjust individual payouts based on extraordinary performance or event(s).

In 2025, the Company did not meet the Adjusted EBITDA threshold performance level. Therefore, the NEOs did not receive any payments under the 2025 ABP.

Long-Term Incentive Compensation—Equity

We believe that long-term equity compensation is important to assure that the interests of our executives are aligned with those of our stockholders, thus promoting value-creation for our executives and our stockholders. We provide equity-based incentive compensation to our NEOs because it links our long-term results achieved for our stockholders and the rewards provided to NEOs, thereby ensuring that such officers have a continuing stake in our long-term success. Accordingly, in 2025, the Company granted long-term equity incentive (“LTI”) awards to our NEOs.

Pursuant to the 2025 NEO LTI program, the Company granted both RSUs and PSUs. The RSUs comprised one-third of the target award value and the PSUs comprised two-thirds of the target award value. Of the PSUs granted, 60% vest based on the Company’s cumulative Adjusted EBITDA for the three fiscal years in the performance period and 40% vest based on the Company’s relative TSR over the performance period. The performance period for the 2025 PSUs is the three fiscal years from 2025 through 2027 (“Performance Period”).

The following table sets forth the key provisions of the 2025 annual LTI awards.

2025 Long-term Incentive Compensation

The number of PSUs that vest following the Performance Period is determined based on the following performance scales. The Company does not disclose its target Cumulative Adjusted EBITDA for the Performance Period due to the risk of competitive harm and is subject to adjustment to account for significant transactions that impact cumulative Adjusted EBITDA and were not contemplated when the initial goal was set.

2025 PSU Metrics and Weightings

(1)Performance relative to the S&P MidCap 400 Index constituents at the beginning of the Performance Period.

2025 Target LTI Award Values

The following table sets forth the 2025 annual LTI target award values for each of our NEOs. Mr. Rivera’s and Mr. Khalid’s target award values were set in recognition of their respective appointments. Mr. Rivera’s annual grant was approved by the Board in March, with the grant effective upon his appointment as President and Chief Executive Officer. Mr. O'Melia's target award value increased during 2025 corresponding to his increased Base Salary. Mr. Fitzpatrick did not receive any 2025 LTI awards due to his termination of employment (other than RSUs, with a total target value of approximately $200,000 granted for his services as non-executive Chairman of the Board)

The number of RSUs and PSUs granted to the NEOs was determined by dividing the target values above by the average of the closing price of the Company’s stock for the 10 trading days prior to the grant date, which in 2025 was $16.46. For the number of RSUs and target PSUs granted and the accounting grant date fair value of such awards, see the “2025 Grants of Plan-Based Awards Table.”

Rivera Award

In connection with, and in recognition of, his promotion to President and Chief Executive Officer, the Board approved a supplemental 2025 LTI award with a target grant date value of $500,000. Such target grant date value was added to Mr. Rivera’s annual LTI target award value described above and such combined award was granted one-third in the form of RSUs and two-thirds in the form of PSUs (subject to vesting as described above).

Khalid Award

In June 2025, the Compensation Committee approved a special LTI award for Mr. Khalid with a target grant date value of $3 million in recognition of his key leadership role with Take 5 Oil Change. One-third of the award was granted in the form of RSUs that will ratably vest on the first two anniversaries of the grant date and two-thirds of the award was granted in the form of PSUs that will vest based upon Take 5 Oil Change's Adjusted EBITDA performance for fiscal year 2027.

2023 PSU Payouts

The PSUs previously granted to Messrs. Rivera, O'Melia, Khalid and Fitzpatrick in 2023 were similar in structure to the 2025 PSUs and eligible to vest based on the achievement of Cumulative Adjusted EBITDA performance goals (weighted 60%) and the Company's Relative TSR performance as compared to the constituents of the S&P 400 Midcap Index (weighted 40%), in each case, over a three-year performance period that ended on December 27, 2025. No payout would be earned for performance below the threshold performance level for each metric, while performance at the threshold performance level would result in 50% of the target PSUs vesting, and performance at the maximum performance level would result in 200% of the target PSUs vesting. Following the end of the performance period and in accordance with the terms of the PSU award agreement, the Compensation Committee adjusted the Cumulative Adjusted EBITDA target to account for strategic transactions that took place during the performance period. Following the Performance Period, the Compensation Committee certified the final achievement against each metric, which resulted in an aggregate payout at 0% as neither the Cumulative Adjusted EBITDA metric nor the Relative TSR metric met threshold performance.

CEO Transition

On May 9, 2025 (the “CEO Transition Date”) Mr. Fitzpatrick stepped down as President and Chief Executive Officer and terminated his employment with the Company. Following such termination, Mr. Fitzpatrick assumed the role of non-executive Chair of the Board. Consistent with the Company’s succession plan developed over several years, the Board appointed Mr. Rivera to serve as President and CEO, effective as of the CEO Transition Date. To facilitate the transition and enable continuity, Mr. Fitzpatrick served as a Senior Advisor to Mr. Rivera through the end of our 2025 fiscal year and received a total of $750,000 in cash fees as compensation for such advisory services. Mr. Fitzpatrick did not receive any severance in connection with his termination. As a non-employee director, Mr. Fitzpatrick received compensation as described in the “Director Compensation” section above as well as an additional cash retainer of $125,000 (for a total of $200,000 in cash payments) and an additional grant of RSUs with a target value of $55,000 (for a total RSU grant with a target value of

$200,000) for his service as Chair of the Board.

Employee Benefits, Retirement, and Perquisites

In addition to medical, dental, and disability benefits generally available to our broader employee population, we provide certain limited perquisites to our NEOs, which we have determined are appropriate for recruitment and retention of qualified executive officers. The perquisites and other benefits provided to our NEOs in 2025 included company-paid group life insurance premiums, and annual executive physicals. We do not view perquisites or other personal benefits as a significant component of our executive compensation program. Attributed costs of the perquisites and personal benefits described above for our NEOs are included in the column “All Other Compensation” of the Summary Compensation Table.

Our NEOs are eligible to participate in the Driven Brands, Inc. Non-qualified Deferred Compensation Plan. See “Retirement Benefits” for additional information regarding such plans. For a description of the cash severance payments and benefits potentially payable to our NEOs following certain terminations of employment pursuant to the terms of each NEO’s employment agreement, see “Potential Payments Upon Termination of Employment or Change in Control” for additional information.

Other Compensation Policies and Practices

Hedging and Pledging Policy

Our Securities Trading Policy provides that Company employees and directors may not engage in derivative transactions involving the Company’s securities. Our Securities Trading Policy further prohibits our directors, officers, and other employees, and their designees, from purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of the Company’s equity securities. The Company prohibits its directors, officers, employees, and their household and immediate family from engaging in transactions regarding purchasing, or pledging of, the Company’s stock on margin, short sales, buying or selling puts, calls, options, or other derivatives in respect of securities of the Company.

Stock Ownership Guidelines

We maintain stock ownership guidelines for our NEOs to encourage them to maintain a significant financial stake in the Company and align their interests with the interests of our stockholders. The CEO and other NEOs must own shares of Driven Brands stock with a fair market value of at least the following:

Ownership guidelines may be fulfilled using the following shares:

•Shares owned outright, including vested restricted stock

•Unvested time-based restricted stock

•Unvested RSUs

Stock options (whether or not vested) and unvested PSUs and performance-based restricted stock awards may not be used to fulfill ownership guidelines.

The Compensation Committee reviews the guidelines and monitors compliance with them annually. Our NEOs who are currently employed by us have until March 2027, other than Mr. Khalid (who has until February 2028) and Mr. Diamond (who has until August 2029), to comply with the stock ownership guidelines, and future executive officers will have five years from receipt of their first full LTI grant to comply with the guidelines.

Compensation Risk Assessment

Our management conducted an assessment of our compensation policies and practices that apply to employees at all levels, including those participating in the ABP and those who receive LTI grants. The assessment was conducted by members of our human resources division, and included an evaluation of:

•The types of compensation offered (including fixed and incentive, as well as short-term and long-term incentives);

•Eligibility for participation in compensation programs;

•Compensation program design and governance;

•The process for establishing performance objectives; and

•Processes and program approvals for our compensation programs.

The assessment was discussed with the Compensation Committee in March 2025. Management’s conclusion, with which the Compensation Committee concurred, was that the Company’s compensation programs and practices do not encourage unnecessary or excessive risk behaviors in pursuit of strategic objectives or otherwise, and the programs and practices are not reasonably likely to have a material adverse effect on the Company.

Equity Grant Timing

Since the establishment of an annual LTI program, the Compensation Committee has generally granted annual equity awards each year at its regularly scheduled Compensation Committee meeting in February or March. Awards may also be granted throughout the year, generally in instances of new hires, promotions, or to recognize exceptional performance. Although the Company does not currently grant stock options or stock appreciation rights, eligible employees may enroll to purchase shares of the Company’s Common Stock under the terms of our Employee Stock Purchase Plan, with purchase dates generally in early March and early September of each year. The Company may change these equity grant practices in the future. During 2025, the Compensation Committeedid not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, and the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Clawback Provisions

We maintain a Rule 10D-1 Clawback Policy, which is intended to comply with the requirements of Listing Rule 5608 adopted by the Nasdaq Stock Market implementing Rule 10D-1 under the Securities Exchange Act of 1934 (the “Clawback Policy”). In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including the NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements.

The Company is in the process of evaluating the impact of the restatement of the financial statements for fiscal years 2023 and 2024 (the "Restatement") under the Clawback Policy. The Company will disclose the outcome of that analysis, including any recovery determinations, as required once completed. See the “Recovery of Erroneously Awarded Compensation” section below for additional information.

In addition, our RSU and PSU grant agreements permit the Compensation Committee to, among other actions, cancel such awards (including awards subject to time-based vesting conditions) if the executive engages in activity that is in conflict with or adverse to the interests of the Company or any affiliate, including fraud, violation of any restrictive covenants, and conduct contributing to any financial restatements.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and the 2025 Annual Report.

THE COMPENSATION COMMITTEE OF

THE BOARD OF DIRECTORS:

Catherine Halligan, Chair

Damien Harmon

Rick Puckett

Karen Stroup

Jose Tomás

Executive Compensation Tables

Summary Compensation Table

The following summary compensation table sets forth information regarding the compensation paid to, awarded to, or earned by our NEOs for services rendered in all capacities during the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023.

(1)For Mr. O'Melia, the reported amount reflects a one-time transactional bonus that was originally granted in 2024. One-third of such bonus was payable upon the closing of the sale of the Company's Canadian distribution business, which was paid in August 2024, and two-thirds of such bonus was payable upon the closing of the sale of the United States Car Wash business, which was paid in April 2025.

(2)For 2025 stock awards, amounts reflect the grant date value of PSUs and RSUs, in each case calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, "Stock Compensation," ("FASB, ASC Topic 718") excluding the effect of estimated forfeitures. For the PSUs, the amounts reported are based on the probable outcome of the performance conditions at grant. The grant date fair value of the PSUs, assuming maximum performance, would have been as follows: Mr. Rivera: $5,070,836; Mr. Diamond: $2,346,194; Mr. O'Melia: $1,759,662; Mr. Khalid: $1,273,655 (for his 2025 annual PSUs) and $3,868,169 (for his special PSUs). Actual units awarded at time of grant were determined based on the average closing price on the 10 trading days preceding the grant date which may, at times, result in a difference between the target award value presented in the Long-Term Incentive Compensation section and the values reported in this table. The valuation of the PSU awards for fiscal 2025 include a Monte Carlo valuation for the 40% of the PSUs granted that vest based on Relative TSR, the assumptions for which are set forth in Note 14 to the Notes to Consolidated Financial Statements in the 2025 Annual Report. For Mr. Fitzpatrick, the amount reflects the grant date fair value of RSUs granted to him for services as a non-employee director.

(3)For Messrs. Fitzpatrick, Rivera, and O'Melia, the 2023 Stock Awards amounts include, and the 2023 Option Awards amounts represent, the incremental accounting value, determined in accordance with FASB, ASC Topic 718, recognized due to modification of the restricted stock and stock option awards held by such NEOs (which were exchanged from profits interests awards granted prior to our initial public offering) from a performance-based to a time-based vesting schedule.

(4)Amounts represent cash bonuses paid to each of our NEOs based on achievement of certain financial and operational performance goals for fiscal year 2025 under the ABP. Additional information regarding the determination of the payments under the ABP for 2025 is included in the Compensation Discussion & Analysis under the subheading “Elements of Executive Compensation— Annual Incentive Compensation.”

(5)Amounts reported under All Other Compensation reflect the following:

(1)Represents cash retainers earned for Mr. Fitzpatrick's service as Chairman of the Board. For additional details, please refer to Compensation Discussion & Analysis, under the subheading “CEO Transition" and the "Director Compensation" section.

(2)Represents compensation earned for service as a Senior Advisor to the Company. For additional details, please refer to Compensation Discussion & Analysis, under the subheading “CEO Transition.”

2025 Grants of Plan-Based Awards

The following table sets forth certain information with respect to certain grants of plan-based awards during fiscal year 2025 for each of our NEOs.

(1)The amounts shown represent the threshold, target, and maximum amounts payable under the 2025 ABP. Threshold payout level represents the minimum level of performance achievement required for each of the metrics, and payout amount reflects weighted Threshold payout level at 50% of Target. The Maximum payout level reflects a weighted average maximum of 200% under the plan.

(2)The amounts shown represent the range of shares eligible to vest under the PSUs granted to our NEOs during 2025. The amounts shown in the Target column represent the target number of shares that could vest for each NEO if 100% of the performance objectives are achieved. The amounts shown in the Maximum column represent the maximum number of shares that could vest under the PSU grant—200% of the target shares granted. The amounts shown in the Threshold column represent the minimum number of shares that could vest under the PSU grants if the minimum qualifying level of performance is achieved on the performance objectives—50% of the target shares granted. The 2025 annual PSUs vest over a three-year performance period based on three-year EBITDA attainment, weighted at 60%, and relative TSR ranking compared to the companies comprising the S&P Midcap 400 Index on the date of grant, weighted at 40%. Mr. Khalid's special PSUs vest based upon Take 5 Oil Change's Adjusted EBITDA performance for fiscal year 2027.

(3)Amounts in this column represent the aggregate grant date fair value of the equity awards granted during fiscal 2025, calculated in accordance with FASB, ASC Topic 718, excluding the effect of estimated forfeitures. See Note 14 to the financial statements contained in the 2025 Annual Report, for more information about the assumptions used to determine these amounts.

(4)As described in the "Compensation Discussion and Analysis," Mr. Khalid received a special one-time RSU and PSU grant.

(5)Represents RSUs granted to Mr. Fitzpatrick for services as Chairman of the Board.

Outstanding Equity Awards at Fiscal Year-End 2025

The following table provides information about the outstanding equity awards held by our NEOs as of December 27, 2025. Market values reflected below are calculated based on our closing stock price of $14.82 on December 26, 2025 (the last trading day of our 2025 fiscal year).

(1)Represents RSUs that fully vested on February 28, 2026.

(2)Represents RSUs that will vest ratably on each of February 27, 2026 and 2027.

(3)Represents unvested PSUs with a performance period ending on December 26, 2026, which will vest based on the achievement of the applicable performance metrics. In accordance with applicable SEC disclosure rules we have shown the number of performance stock units that would be earned assuming the achievement of the threshold level of performance (i.e. 50% of the performance stock units).

(4)Represents RSUs that will vest ratably on each of May 9, 2026, 2027, and 2028.

(5)Represents unvested PSUs with a performance period ending on December 25, 2027, which will vest based on the achievement of the applicable performance metrics. In accordance with applicable SEC disclosure rules we have shown the number of performance stock units that would be earned assuming the achievement of the threshold level of performance (i.e. 50% of the performance stock units).

(6)Represents RSUs that will vest ratably on each of August 7, 2026 and 2027.

(7)Represents RSUs that will vest ratably on each of March 13, 2026, 2027, and 2028.

(8)Represents RSUs that will vest ratably on each of August 23, 2026 and 2027.

(9)Represents RSUs that will fully vest on November 7, 2026.

(10)Represents RSUs that will vest ratably on each of June 17, 2026 and 2027.

(11)Represents unvested PSUs with a performance period ending on December 25, 2027, which will vest based on the achievement of the applicable Take 5 Oil Change performance metrics. In accordance with applicable SEC disclosure rules we have shown the number of performance stock units that would be earned assuming the achievement of the threshold level of performance (i.e. 50% of the performance stock units).

(12)Represents RSUs that will fully vest on May 9, 2026. Such RSUs were granted in connection with Mr. Fitzpatrick's services as Chairman of the Board.

Option Exercises and Stock Vested in Fiscal Year 2025

The following table presents information regarding the exercise of stock options and vesting of restricted stock and RSU awards held by our NEOs for fiscal year 2025. None of our NEOs exercised any stock options during fiscal year 2025.

(1)Represents the number of time-based restricted shares, RSUs and PSUs that vested pursuant to the vesting schedules as described further in the footnotes under the “Outstanding Equity Awards” table.

(2)Represents the value calculated by multiplying (a) the closing market price of our common stock on the vesting date by (b) the number of shares of stock or units that vested.

Employment Agreements

We, or certain of our subsidiaries, have entered into employment agreements with each of our NEOs. In addition to customary terms and provisions, the employment agreements set forth the annual base salary, target bonus percentage, equity grants, terms of severance, and eligibility for employee benefits.

For information regarding our NEOs' current base salary and target bonus percentages, see “Compensation Discussion and Analysis” above. For information regarding the severance terms of such agreements, see the “Potential Payments Upon Termination of Employment or Change in Control” section below.

Daniel Rivera

We are party to a letter agreement with Daniel R. Rivera, dated September 16, 2025. Mr. Rivera’s letter agreement has no specific term and constitutes at-will employment. Mr. Rivera’s letter agreement provides that he is eligible to participate in the employee benefit plans and 401(k) Plan.

The letter agreement also contains customary provisions relating to non-disclosure of confidential information, a two-year post-termination non-competition covenant, and a two-year post-termination non-solicitation covenant of employees and customers.

Michael F. Diamond

We are party to a letter agreement with Michael Diamond, dated July 26, 2024. Mr. Diamond’s letter agreement has no specific term and constitutes at-will employment. Mr. Diamond’s letter agreement provides that he is eligible to participate in the Company’s employee benefit plans and 401(k) Plan, as in effect from time to time.

The letter agreement also contains customary provisions relating to non-disclosure of confidential information, a one-year post-termination non-competition covenant, and a two-year post-termination non-solicitation covenant of employees and customers.

We are party to an employment agreement with Scott O’Melia, dated April 23, 2020, as amended November 1, 2020, March 23, 2023, and May 4, 2026 with a term ending on May 4, 2027, which automatically renews annually unless either party provides 30 days notice.

The employment agreement also contains customary provisions relating to perpetual non-disclosure of confidential information, a two-year post-termination non-competition covenant, and a two-year post-termination non-solicitation covenant of employees and customers.

Muhammad Khalid

We are party to a letter agreement with Muhammad Khalid, dated February 21, 2023. Mr. Khalid’s letter agreement has no specific term and constitutes at-will employment. Mr. Khalid's letter agreement provides that he is eligible to participate in the Company’s employee benefit plans and 401(k) Plan, as in effect from time to time.

The letter agreement also contains customary provisions relating to non-disclosure of confidential information, a one-year post-termination non-competition covenant, and a two-year post-termination non-solicitation covenant of employees and customers.

Jonathan Fitzpatrick

Prior to his termination of employment, Jonathan Fitzpatrick was party to an amended and restated employment agreement with us. In connection with his transition to serving as a Senior Advisor to Mr. Rivera, we entered into a letter agreement with Mr. Fitzpatrick which provided for his cash advisor fee and eligibility to receive compensation under our non-employee director compensation program.

Retirement Benefits

Our NEOs are eligible to participate in our 401(k) plan, which is a qualified retirement plan offered to all eligible employees and which permits eligible employees to elect to defer a portion of their compensation on a pre-tax basis. Pursuant to the terms of the 401(k) plan, we provide a company match of 100% of the first 3% of a NEO’s contributions to the plan, up to a maximum of 3% of such executive’s eligible annual compensation.

Our NEOs are also eligible to participate in the Driven Brands, Inc. Non-qualified Deferred Compensation Plan (the “NQDC”), a deferred compensation plan that permits the elective deferral of base salary and annual performance-based bonus for a select group of management and highly compensated employees. The NQDC provides eligible employees the opportunity to defer up to 50% of their base salary and up to 85% of their annual bonus; provided that to the extent bonuses are earned based on achievement of pre-established performance criteria, eligible employees may defer up to 100% of such bonus. We may make matching contributions to the NQDC which vest immediately except for contributions made prior to January 1, 2025, which fully vest on the third anniversary of the participant’s commencement of participation in the NQDC. Participant’s account balances are notionally invested in one or more specified investment options available under our 401(k) Plan as elected by the participant. All payments pursuant to the NQDC are made from our general assets and are subject to claims of our creditors. Information included in the following table includes contributions, earnings, withdrawals, and balances with respect to the NQDC.

Nonqualified Deferred Compensation Table

(1)Amounts shown reflect Company matching contributions made pursuant to the Driven Brands, Inc. Non-Qualified Deferred Compensation Plan and are reported as compensation for fiscal year 2025 in the “All Other Compensation” column of the Summary Compensation Table.

(2)Amounts shown are not reported as compensation for fiscal year 2025 in the “Summary Compensation Table” because such amounts do not reflect above-market or preferential earnings.

(3)Amounts shown include the following amounts previously reported in the "Summary Compensation Table" in prior fiscal years: (i) for Mr. Rivera, $77,894; (ii) for Mr. Diamond, $16,154; (iii) for Mr. Khalid, $0, (iv) and for Mr. Fitzpatrick, $202,569.

(4)Mr. Fitzpatrick's account was fully distributed to him in connection with his termination of employment.

Potential Payments Upon Termination of Employment or Change in Control

Our NEOs are eligible to receive certain severance payments and benefits under their employment agreements and equity award agreements in connection with a termination of employment under various circumstances and/or a change in control of us.

Treatment of Incentive Equity Awards

RSUs and PSUs: Except as otherwise provided below pursuant to an NEO’s employment agreement, upon a termination of an NEO’s employment for any reason, all of such NEO’s unvested RSUs will be forfeited for no consideration. With respect to outstanding PSUs, upon a termination of an NEO’s employment for any reason prior to the last day of the performance period of the applicable PSU, such PSU award will be forfeited for no consideration.

Severance Benefits under Employment Agreements and Offer Letters

Daniel Rivera

Pursuant to the terms of his letter agreement as in effect on December 27, 2025, upon a termination of employment by us without cause or his resignation for good reason (as defined in his letter agreement), subject to his execution of a release of claims, Mr. Rivera would be entitled to continued payment of his base salary for eighteen months along with a prorated amount of his annual bonus for the fiscal year during which he is terminated, based on the Company's actual performance and also to any unpaid bonus for the prior fiscal year based on actual performance.

Michael F. Diamond

Upon a termination of employment by us without cause, or a resignation by Mr. Diamond for good reason (each as defined in his letter agreement), Mr. Diamond will, subject to his execution of a release of claims, be entitled to continued payment of his base salary for 12 months. Upon any termination of employment, he will also be entitled to any earned, but unpaid annual bonus amount for any prior fiscal year.

Upon a termination of employment by us without cause, a resignation by Mr. O’Melia for good reason (each as defined in his employment agreement) or by expiration or non-renewal of the term, subject to Mr. O’Melia’s execution of a general release of claims and such general release of claims becoming irrevocable, Mr. O’Melia will be entitled to continued payment of his base salary for 12 months.

Upon any termination of employment, including a resignation for any reason, termination for cause, or termination of employment due to death or disability, Mr. O’Melia will also be entitled to payment of base salary through the date of termination and any earned but unpaid annual bonus for the prior year.

Muhammad Khalid

Upon a termination of employment by us without cause (as defined in his letter agreement), Mr. Khalid will, subject to his execution of a release of claims, be entitled to continued payment of his base salary for 12 months. Upon any termination of employment, he will also be entitled to any earned, but unpaid annual bonus amount for any prior fiscal year.

The table below provides an estimate of the value of potential severance payments and benefits assuming that a qualifying termination of employment, and, as applicable, a change in control of us, occurred on December 27, 2025. Equity values included below were calculated using our closing stock price of $14.82 per share on December 26, 2025 (the last trading day of our 2025 fiscal year). The actual amounts that would be paid or distributed to the NEOs as a result of one of the termination events occurring in the future will depend on factors, such as the date of termination, the manner of termination, and the terms of the applicable agreements in effect at such time, which could differ materially from the terms and amounts described here.

Mr. Fitzpatrick is not included in the table below because he voluntarily terminated his employment prior to December 27, 2025. Because such termination was a voluntary resignation, he did not receive any severance payments or equity award accelerations upon termination. Mr. Fitzpatrick agreed to serve as a Senior Advisor to assist with the CEO transition through the end of fiscal year 2025 pursuant to which he received $750,000 in compensation. His equity awards remain eligible to

vest pursuant to their terms based on his services as an advisor and continued services as a non-employee director.

(1)For Messrs. Rivera, Diamond, and O'Melia, severance is payable on a termination without cause or for good reason. For Mr. Khalid, severance is only payable on a termination without cause.

(2)For Mr. Rivera, the “Cash Severance Payment” amount on a termination without cause or for good reason represents continued payment of base salary for 18 months, plus a prorated amount of annual bonus for the portion of the fiscal year that elapsed prior to termination, which bonus amount is shown at target. For Messrs. Diamond, O'Melia, and Khalid, the “Cash Severance Payment” amount on a termination without cause or for good reason represents continued payment of their base salary for 12 months.

Recovery of Erroneously Awarded Compensation

As noted above, we maintain the Clawback Policy. Under the Clawback Policy, if the Company is required to restate its financial statements under certain circumstances, the Company must recover the excess incentive-based compensation received by any covered current or former executive officer that exceeds the amount that the covered executive officer otherwise would have received under the restated financial statements. The Clawback Policy applies to incentive-based compensation earned based on the attainment of financial performance measures during the three completed fiscal years immediately preceding the date on which the Company was required to prepare the accounting restatement and received on or after October 2, 2023, the effective date of the policy. Under the Clawback Policy, “covered executive officers” includes all individuals who (i) received incentive-based compensation on or after October 2, 2023 after the person began service as an executive officer of the Company, and (ii) served as an executive officer at any time during the performance period for such incentive-based compensation.

On February 23, 2026, the Audit Committee of the Board, after consultation with the Company’s management, concluded that we are required to issue the Restatement with respect to previously issued consolidated financial statements for fiscal year 2024 and fiscal year 2023.

In connection with the Restatement, the Committee is performing a comprehensive analysis (the “Clawback Analysis”) of the impact of the Restatement on incentive-based compensation received by its covered current and former executive officers under the Clawback Policy. The purpose of this analysis is to determine both the impact of the Restatement on incentive-based compensation received by the Company’s covered executive officers and whether any amounts erroneously paid to the covered executive officers based on the misstated financial statements will need to be recovered by the Company. In light of the Restatement, the Company anticipates that certain incentive-based compensation received by covered current or former executive officers will be subject to recovery under its Clawback Policy. The Company will disclose the outcome of that analysis, including any recovery determinations, as required once completed.

Equity Compensation Plan Information

The following table sets forth information about outstanding equity awards and shares available for issuance under our Amended and Restated 2021 Omnibus Incentive Plan and Employee Stock Purchase Plan as of December 27, 2025.

(1) The following plans have been approved by our stockholders and are currently in effect, the Amended & Restated 2021 Omnibus Incentive Plan and the Employee Stock Purchase Plan.

(2)Assumes 0% vesting for 2023 PSUs. Reflects target performance for all other performance-based awards.

(3) Reflects 12,892,343 shares available under the Omnibus Incentive Plan and 1,414,515 shares available under the Employee Stock Purchase Plan.