Driven Brands Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 27, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:001-39898

Driven Brands Holdings Inc.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

47-3595252

(I.R.S. Employer Identification No.)

440 South Church Street, Suite 700

Charlotte, North Carolina

(Address of principal executive offices)

28202

(Zip Code)

Registrant’s telephone number, including area code:(704) 377-8855

Title of each class

Common Stock, $0.01 par value

Trading Symbol

DRVN

Name of each exchange on which registered

The Nasdaq Global Select Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Non-accelerated filer ☐

Accelerated filer ☐

Small reporting company ☐

Emerging growth company ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No ☒

The aggregate market value of the outstanding common stock, other than shares held by persons who may be deemed affiliates, was approximately $1.0 billion as of June 28, 2025, the last business day of the registrant’s most recently completed second fiscal quarter.

As of May 15, 2026, there were 164,932,941 shares of Common Stock of the registrant outstanding.

Driven Brands Holdings Inc.

Table of Contents

EXPLANATORY NOTE

During preparation of the year end 2025 consolidated financial statements, certain errors were identified that affected previously issued financial statements. On February 23, 2026, the Audit Committee of the Board of Directors, after consultation with the Company’s management, concluded there were material errors in our previously issued consolidated financial statements for the fiscal year ended December 28, 2024 (“fiscal year 2024”) and the fiscal year ended December 30, 2023 (“fiscal year 2023”) contained in the Company’s Annual Report on Form 10-K for fiscal year 2024 (the “2024 Form 10-K”), and in our previously issued unaudited condensed consolidated financial statements for each of the quarterly and year-to-date periods within fiscal year 2024 as well as the quarterly and year-to-date periods for the periods ended September 27, 2025, June 28, 2025, and March 29, 2025 contained in the Company’s Quarterly Reports on Form 10-Q, and concluded that such financial statements should not be relied upon and required restatement (the “Restatement”).

This Annual Report for the year ended December 27, 2025, includes the following information:

•Restated audited consolidated financial statements for fiscal years 2024 and 2023 contained in the 2024 Form 10-K;

•Restated unaudited interim financial statements included in previously filed Form 10-Qs for each of the quarterly and year-to-date periods for the periods ended September 27, 2025, June 28, 2025, and March 29, 2025 and the respective comparative periods; and

•Restated management’s discussion and analysis of financial condition and results of operations (“MD&A”) related to the annual consolidated financial statements for fiscal years 2024 and 2023.

For more information on the nature and impacts of the Restatement, see Note 3, Restatement of Previously Issued Consolidated Financial Statements and Note 19, Restatement and Recast of Quarterly Financial Information (Unaudited) within the Notes to Financial Statements included in Item 8 of this Form 10-K.

In connection with the Restatement, management has assessed the effectiveness of our internal control over financial reporting. Based on this assessment, management determined that the Company did not maintain effective internal control over financial reporting and disclosure controls and procedures due to the existence of material weaknesses. Management has taken and is taking additional steps to remediate the material weaknesses in our internal control over financial reporting and disclosure controls and procedures. See Item 9A, Controls and Procedures, for additional information related to these material weaknesses in internal control over financial reporting and disclosure controls and procedures and the related remedial measures.

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this document, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. In particular, forward-looking statements include, among other things, 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 are not based on historical facts but instead represent our current expectations and assumptions regarding our business, the economy, and other future conditions, and involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause our results to vary from expectations include, but are not limited to:

•our ability to compete with other businesses in the automotive aftermarket industries, including other international, national, regional, and local repair and maintenance shops, paint and collision repair shops, oil change shops, glass repair and replacement shops, automobile dealerships, and suppliers of automotive parts;

•advances and changes in automotive technology, including, but not limited to, changes in the materials used for the construction of structural components and body panels, changes in the types of paints and coatings used for automobiles or materials used for tires, changes in engines and drivetrains to hybrid and electric technology, increased prevalence of sensors and back-up cameras, and increased prevalence of self-driving vehicles and shared mobility;

•our ability to adapt to increased competitive pressures;

•changes in consumer preferences, perceptions, and spending patterns;

•changes in general economic conditions and the geographic concentration of our locations, which may affect our business;

•changes in the cost of, availability of, and shipping costs of automobile supplies, parts, paints, coatings, glass, chemicals and motor oil;

•changes in the availability or cost of labor, including health care-related or other costs;

•our ability to attract and retain qualified personnel;

•changes in interest rates, commodity prices, energy costs, and foreign exchange rates, which impact expenses;

•changes in inflation rates, which impact our expenses and the ability of our customers to pay for automotive repairs;

•the ability of our key suppliers, including international suppliers, to continue to deliver timely high-quality products to us at quantities and prices needed for our businesses;

•disruptions in the supply of specific products or to the business operations of key or recommended suppliers;

•the willingness of our vendors and service providers to supply goods and services pursuant to customary credit arrangements;

•our ability to maintain direct repair program relationships with insurance partners;

•the operational and financial success of franchised and company-operated locations;

•the willingness of franchisees to participate in and comply with our business model and policies;

•our ability to successfully enter new markets and complete construction, including renovations, conversions, and build-outs of existing and additional locations;

•risks associated with implementing our growth strategy, including our ability to open additional domestic and international franchised, and company-operated locations and to continue to identify, acquire, and refranchise automotive aftermarket businesses, and the willingness of franchisees to continue to invest in and open new franchises;

•the potential adverse impact of strategic acquisitions;

•additional leverage incurred in connection with acquisitions or other capital expenditure initiatives;

•the effect of the media’s reports and social media on our reputation;

•the effectiveness of our marketing and advertising programs;

•weather and the seasonality of our operations;

•increased insurance and self-insurance costs;

•our ability to comply with existing and future health, employment, data privacy, cybersecurity, environmental, and other government regulations;

•geopolitical, trade, tariff, and regulatory uncertainties;

•a material delay in the Company’s financial reporting;

•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, resulting in unanticipated costs, and which may affect investor confidence;

•our ability to adequately protect our intellectual property;

•the adverse effect of litigation;

•a significant failure, interruption, or security breach of our computer systems or information technology;

•increases in national, federal, state, local, and provincial taxes, as well as changes in tax guidance and regulations and the impact on our effective tax rate;

•catastrophic events, including war, terrorism, and other international conflicts, embargoes, public health issues, or natural disasters;

•the effect of restrictive covenants in the documents governing our debt facilities; and

•other risk factors included under “Risk Factors” in Item 1A in this Annual Report.

These forward-looking statements represent our estimates and assumptions only as of the date on which they are made, and we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.