Driven Brands Holdings Inc
For the period ended Dec 30, 2023. Filed Feb 28, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 28, 2024
DRVN$12.10-1.3%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a)List of Documents Filed as part of this Form 10‑K:
- Consolidated Financial Statements
See Index to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
- Financial Statement Schedules
All schedules have been omitted because they are not required or the required information is shown in the consolidated financial statements or notes thereto.
- Exhibits
The following is a list of exhibits filed, furnished or incorporated by reference as a part of this Annual Report on Form 10‑K.
| Exhibit Number | Exhibit Description | Form | Exhibit | Filing Date |
|---|---|---|---|---|
| 3.1 | Amended and Restated Certificate of Incorporation of Driven Brands Holdings Inc. | 10-K | 3.1 | March 18, 2022 |
| 3.2 | Amended and Restated Bylaws of Driven Brands Holdings Inc. | 10-K | 3.2 | March 18, 2022 |
| 4.1 | Amendment No. 9 to the Amended and Restated Base Indenture, dated as of October 5, 2022, among Driven Brands Funding, LLC, as issuer, Driven Brands Canada Funding Corporation, as Canadian co-issuer, and Citibank, N.A., as trustee | 8-K | 4.2 | October 5, 2022 |
| 4.2 | First Supplement to Series 2018-1 Supplement, dated as of July 6, 2020, by and between Driven Brands Funding, LLC, as issuer, Driven Brands Canada Funding Corporation, as co-issuer and Citibank, N.A., as trustee and Series 2018-1 securities intermediary | S-1 | 4.8 | December 22, 2020 |
| 4.3 | First Supplement to Series 2019-1 Supplement, dated as of July 6, 2020, by and between Driven Brands Funding, LLC, as issuer, Driven Brands Canada Funding Corporation, as co-issuer and Citibank, N.A., as trustee and Series 2019-1 securities intermediary | S-1 | 4.10 | December 22, 2020 |
| 4.4 | First Supplement to Series 2019-2 Supplement, dated as of July 6, 2020, by and between Driven Brands Funding, LLC, as issuer, Driven Brands Canada Funding Corporation, as co-issuer and Citibank, N.A., as trustee and Series 2019-2 securities intermediary | S-1 | 4.12 | December 22, 2020 |
| 4.5 | Second Supplement to Series 2019-3 Supplement, dated as of April 30, 2021, by and between Driven Brands Funding, LLC, as issuer, Driven Brands Canada Funding Corporation, as co-issuer and Citibank, N.A., as trustee and Series 2019-3 securities intermediary | 8-K | 4.1 | April 30, 2021 |
| 4.6 | Series 2020-1 Supplement, dated as of July 6, 2020, by and among Driven Brands Funding, LLC, as issuer, Driven Brands Canada Funding Corporation, as Canadian co-issuer, and Citibank, N.A., as trustee and Series 2020-1 securities intermediary | S-1 | 4.15 | December 22, 2020 |
| 4.7 | Series 2020-2 Supplement, dated as of December 14, 2020, by and among Driven Brands Funding, LLC, as issuer, Driven Brands Canada Funding Corporation, as Canadian co-issuer, and Citibank, N.A., as trustee and Series 2020-2 securities intermediary | S-1 | 4.16 | December 22, 2020 |
| 4.8 | Series 2021-1 Supplement, dated as of September 29, 2021, by and among Driven Brands Funding, LLC, as issuer, Driven Brands Canada Funding Corporation, as Canadian co-issuer, and Citibank, N.A., as trustee and Series 2020-2 securities intermediary | 8-K | 4.1 | September 29, 2021 |
| 4.9 | Series 2022-1 Supplement, dated as of October 5, 2022, by and among Driven Brands Funding, LLC, as issuer, Driven Brands Canada Funding Corporation, as Canadian co-issuer, and Citibank, N.A., as trustee and Series 2022-1 securities intermediary | 8-K | 4.1 | October 5, 2022 |
| 4.10 | Description of Securities | 10-K | 4.17 | March 23, 2021 |
| 10.1 | Class A-1 Note Purchase Agreement (Series 2019-3 Class A-1 Notes), dated as of December 11, 2019, by and among Driven Brands Funding, LLC, Driven Funding Holdco, LLC, certain subsidiaries of Driven Brands Funding, LLC party thereto, Driven Brands, Inc., the conduit investors party thereto, the financial institutions party thereto, the funding agents party thereto, Barclays Bank PLC, New York Branch, as L/C provider, and Barclays Bank PLC, as swingline lender and administrative agent | S-1 | 10.1 | December 22, 2020 |
| 10.2 | Joinder and Amendment No. 1 to Class A-1 Note Purchase Agreement and Joinder to Class A-1 Notes Fee Letter, dated as of July 6, 2020, by and among Driven Brands Funding, LLC, Driven Brands, Inc., Driven Funding Holdco, LLC, certain subsidiaries of Driven Brands Funding, LLC party thereto, Driven Canada Funding HoldCo Corporation, Driven Brands Canada Funding Corporation, Driven Brands Canada Shared Services Inc., certain subsidiaries of Driven Brands Canada Funding Corporation party thereto, the conduit investors party thereto, the financial institutions party thereto, the funding agents party thereto, Barclays Bank PLC, New York Branch, as L/C provider, and Barclays Bank PLC, as swingline lender and administrative agent | S-1 | 10.2 | December 22, 2020 |
| 10.3 | Amended and Restated Guarantee and Collateral Agreement, dated as of April 24, 2018, by and among Driven Funding Holdco, LLC and certain subsidiaries of Driven Funding Holdco, LLC party thereto in favor of Citibank, N.A., as trustee | S-1 | 10.3 | December 22, 2020 |
| 10.4 | Assumption Agreement to Amended and Restated Guarantee and Collateral Agreement, dated as of October 4, 2019, by and among ABRA Franchisor SPV LLC and Citibank, N.A., as trustee | S-1 | 10.4 | December 22, 2020 |
| 10.5 | Assumption and Amendment Agreement to Amended and Restated Guarantee and Collateral Agreement dated as of July 6, 2020, by and among Driven Funding Holdco, LLC, certain subsidiaries of Driven Funding Holdco, LLC party thereto, Driven Canada Funding HoldCo Corporation and certain subsidiaries of Driven Canada Funding HoldCo Corporation party thereto, in favor of Citibank, N.A., as trustee | S-1 | 10.5 | December 22, 2020 |
| 10.6 | Deed of Movable Hypothec, dated as of July 6, 2020, by and among Driven Brands Canada Funding Corporation, Driven Canada Funding HoldCo Corporation and certain subsidiaries of Driven Brands Canada Funding Corporation party thereto, in favor of Citibank, N.A., as trustee | S-1 | 10.6 | December 22, 2020 |
| 10.7† | Amendment No. 5 to the Amended and Restated Management Agreement and dated as of October 5, 2022 by and among Driven Brands Funding, LLC, Driven Funding Holdco, LLC, certain subsidiaries of Driven Brands Funding, LLC, party thereto, Take 5 LLC, Take 5 Oil Change, LLC, Driven Brands, Inc., as manager, and Citibank, N.A., as trustee | 8-K | 10.1 | October 5, 2022 |
| 10.8† | Amendment No. 3 to Canadian Management Agreement, dated as of October 5, 2022, among Driven Brands Canada Funding Corporation, Driven Canada Funding HoldCo Corporation, certain subsidiaries of Driven Brands Canada Funding Corporation party thereto, Driven Brands Canada Shared Services Inc., as manager, and Citibank, N.A., as trustee | 8-K | 10.2 | October 5, 2022 |
| 10.9 | Stockholders Agreement, dated as of January 15, 2021, by and among Driven Brands Holdings Inc. and the stockholders party thereto | 10-K | 10.11 | March 23, 2021 |
| 10.10 | Registration Rights Agreement, dated as of January 20, 2021, by and among Driven Brands Holdings Inc. and the stockholders party thereto | 10-K | 10.12 | March 23, 2021 |
| 10.11 | Joinder to Registration Rights Agreement, dated as of December 29, 2021, by and among Driven Brands Holdings Inc., Driven Equity Sub LLC and the stockholders party thereto | 10-K | 10.17 | March 18, 2022 |
| 10.12 | Joinder to Registration Rights Agreement, dated as of December 29, 2021, by and among Driven Brands Holdings Inc., RC IV Cayman ICW Holdings Sub LLC and the stockholders party thereto | 10-K | 10.18 | March 18, 2022 |
| 10.13† | Form of Indemnification Agreement by and among Driven Brands Holdings Inc. and each of its directors and executive officers | S-1 | 10.13 | December 22, 2020 |
| 10.14 | Tax Receivable Agreement, dated January 16, 2021, by and among Driven Brands Holdings Inc. and the stockholders party thereto | 8-K | 10.1 | January 21, 2021 |
| 10.15† | Amended and Restated Employment Agreement by and between Jonathan Fitzpatrick and Driven Brands, Inc., dated as of April 17, 2015 | S-1 | 10.15 | December 22, 2020 |
| 10.16† | Amendment to the Amended and Restated Employment Agreement, dated as of December 31, 2020, by and between Jonathan Fitzpatrick and Driven Brands Shared Services LLC | S-1/A | 10.16 | January 7, 2021 |
| 10.17† | Employment Agreement by and between Tiffany Mason and Driven Brands Shared Services LLC, dated as of February 17, 2020 | S-1/A | 10.17 | January 7, 2021 |
| 10.18† | Amendment to Employment Agreement between Tiffany Mason and Driven Brands Shared Services LLC dated as of November 3, 2022 | 10-K | 10.18 | March 1, 2023 |
| 10.19† | Separation Agreement and General Release by and between Driven Brands Shared Services LLC and Tiffany Mason, dated as of June 5, 2023 | 8-K/A | 99.1 | June 8, 2023 |
| 10.20† | Employment Agreement by and between Gary W. Ferrera and Driven Brands Shared Services LLC, dated as of May 4, 2023 | 10-Q | 10.3 | August 9, 2023 |
| 10.21† | Letter of Employment by and between Daniel R. Rivera and Driven Brands, Inc., dated as of November 7, 2012 | S-1/A | 10.18 | January 7, 2021 |
| 10.22† | Employment Agreement by and between Scott O’Melia and Driven Brands Shared Services LLC, dated as of April 23, 2020 | 10-K | 10.19 | March 23, 2021 |
| 10.23† | Amendment to the Employment Agreement, dated as of November 1, 2020, by and between Scott O’Melia and Driven Brands Shared Services LLC | 10-K | 10.20 | March 23, 2021 |
| 10.24† | Second Amendment to Employment Agreement between Scott O’Melia and Driven Brands Shared Services LLC dated as of March 22, 2023 | 10-Q | 10.2 | May 9, 2023 |
| 10.25† | Employment Agreement by and between Michael Macaluso and Carstar Canada Partnership, LP, dated as of December 1, 2015 | 10-K | 10.21 | March 23, 2021 |
| 10.26† | Amended and Restated Driven Brands, Inc. Non-Qualified Deferred Compensation Plan, effective as of January 1, 2020 | S-1/A | 10.19 | January 7, 2021 |
| 10.27† | First Amendment to the Driven Brands, Inc. Amended and Restated Non-Qualified Deferred Compensation Plan | S-1/A | 10.20 | January 7, 2021 |
| 10.28† | Driven Brands Holdings Inc. 2021 Omnibus Incentive Plan | 8-K | 10.2 | January 21, 2021 |
| 10.29† | Form of Nonqualified Option Award Agreement under the 2021 Omnibus Incentive Plan (Top-Up Options) | S-1/A | 10.25 | January 7, 2021 |
| 10.30† | Form of Nonqualified Option Award Agreement under the 2021 Omnibus Incentive Plan (Non-Employee Director Time-Vesting Options) | S-1/A | 10.26 | January 7, 2021 |
| 10.31†* | Form of Restricted Stock Unit Award under the 2021 Omnibus Incentive Plan (Non-Employee Director Time-Vesting Options) | |||
| 10.32† | Form of Restricted Stock Unit Award Agreement under the 2021 Omnibus Incentive Plan | 8-K | 10.1 | March 22, 2022 |
| 10.33† | Form of Performance Stock Unit Award Agreement under the 2021 Omnibus Incentive Plan | 8-K | 10.2 | March 22, 2022 |
| 10.34†* | Form of Restricted Stock Unit Award Agreement under the 2021 Omnibus Incentive Plan for awards granted after January 1, 2024 | |||
| 10.35†* | Form of Performance Stock Unit Award Agreement under the 2021 Omnibus Incentive Plan granted after January 1, 2024 | |||
| 10.36 | Restricted Stock Unit Award Agreement by and between Gary Ferrera and Driven Brands Holdings Inc., dated as of May 10, 2023 | 10-Q | 10.4 | August 9, 2023 |
| 10.37 | Performance-Based Restricted Stock Unit Award Agreement by and between Gary Ferrera and Driven Brands Holdings, Inc., dated as of May 10, 2023 | 10-Q | 10.5 | August 9, 2023 |
| 10.38† | Driven Investor LLC Equity Incentive Plan | S-1/A | 10.27 | January 7, 2021 |
| 10.39† | Form of Restricted Stock Award Agreement for use under the Driven Investor LLC Equity Incentive Plan (Relating to Reorganization Exchange) | S-1/A | 10.28 | January 7, 2021 |
| 10.40†* | Form of Award Modification and Release Letter for Performance-Based Restricted Stock Awards under the Driven Investor LLC Equity Incentive Plan | |||
| 10.41 | Credit Agreement, dated May 27, 2021, by and among Driven Holdings, LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent | 10-K | 10.37 | March 18, 2022 |
| 10.42 | Incremental Assumption and Amendment Agreement, dated December 17, 2021 by and among Driven Holdings, LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent | 10-K | 10.38 | March 18, 2022 |
| 21.1* | Subsidiaries of the Registrant | |||
| 23.1* | Consent of Grant Thornton LLP | |||
| 23.2* | Consent of PricewaterhouseCoopers LLP | |||
| 24.1* | Powers of Attorney (included in signature page) | |||
| 31.1* | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | |||
| 31.2* | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | |||
| 32.1** | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | |||
| 32.2** | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | |||
| 97.1†* | Clawback Policy | |||
| * | Filed herewith |
|---|---|
| ** | Furnished herewith |
| † | Indicates management contract or compensatory plan. |
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