Driven Brands Holdings Inc.
For the period ended Dec 27, 2025. Filed May 19, 2026.
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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.
FY2025 · Filed May 19, 2026
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 | Second Amended and Restated Base Indenture, dated as of October 20, 2025, among Driven Brands Funding, LLC, as issuer, Driven Brands Canada Funding Corporation, as Canadian co-issuer, and Citibank, N.A., as trustee and securities intermediary | 8-K | 4.2 | October 21, 2025 |
| 4.2 | Amendment No. 1 to the Second Amended and Restated Base Indenture, dated as of March 11, 2026, among Driven Brands Funding, LLC, as issuer, Driven Brands Canada Funding Corporation, as Canadian co-issuer, and Citibank, N.A., as trustee | 8-K | 4.1 | March 11, 2026 |
| 4.3 | 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 |
| 4.4 | 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 |
| 4.5 | 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 |
| 4.6 | Series 2024-1 Supplement, dated as of July 29, 2024, 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 2024-1 intermediary | 8-K | 4.1 | July 29, 2024 |
| 4.7 | Series 2025-1 Supplement, dated as of October 20, 2025, 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 2025-1 securities intermediary | 8-K | 4.1 | October 21, 2025 |
| 4.8 | 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 | Class A-1 Note Purchase Agreement (Series 2022-1 Class A-1 Notes), dated as of October 5, 2022, by and among Driven Brands Funding, LLC and Driven Brands Canada Funding Corporation, certain subsidiaries of Driven Brands Funding LLC, Driven Brands, Inc., Driven Brands Canada Shared Services Inc., the conduit investors party thereto, the financial institutions party thereto, the funding agents party thereto, and Barclays Bank PLC as administrative agent | 10-Q | 10.1 | November 7, 2024 |
| 10.3 | Class A-1 Note Purchase Agreement (Series 2024 Class A-1 Notes), dated as of July 29, 2024, by and among Driven Brands Funding, LLC, Driven Brands Canada Funding Corporation, Driven Funding Holdco, LLC, Driven Canada Funding HoldCo Corporation, certain subsidiaries of Driven Brands Funding, LLC and Driven Brands Canada Funding Corporation party thereto, Driven Brands, Inc., Driven Brands Canada Shared Services Inc., | 8-K | 10.1 | July 29, 2024 |
| 10.4 | 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 |
| 10.5 | 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 |
| 10.6 | 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 |
| 10.7 | 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 |
| 10.8 | 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 |
| 10.9† | Second Amended and Restated Management Agreement, dated as of October 20, 2025, 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 21, 2025 |
| 10.10† | Amended and Restated Canadian Management Agreement, dated as of October 20, 2025, 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 21, 2025 |
| 10.11 | Amended and Restated Stockholders Agreement, dated as of June 5, 2024, by and among Driven Brands Holdings Inc. and the stockholders party thereto | 8-K | 10.1 | June 7, 2024 |
| 10.12 | 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 |
| 10.13 | 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 |
| 10.14 | 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 |
| 10.15† | 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 |
| 10.16 | 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 |
| 10.17† | Offer Letter dated July 26, 2024, by and between the Company and Michael Diamond | 8-K | 10.1 | August 1, 2024 |
| 10.18† | Letter of Employment by and between Daniel R. Rivera and Driven Brands Shared Services LLC, dated as of September 16, 2025 | 10-Q | 10.1 | November 5, 2025 |
| 10.19† | 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 |
| 10.20† | 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 |
| 10.21† | 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 |
| 10.22† | Offer Letter, dated April 17, 2025, by and between the Company and Rebecca Fondell | 8-K | 10.1 | April 23, 2025 |
| 10.23† | 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 |
| 10.24† | First Amendment to the Driven Brands, Inc. Amended and Restated Non-Qualified Deferred Compensation Plan | S-1/A | 10.20 | January 7, 2021 |
| 10.25† | Amended and Restated Driven Brands Holdings Inc. 2021 Omnibus Incentive Plan | DEF 14A | Exhibit B | March 27, 2024 |
| 10.26† | Form of Nonqualified Option Award Agreement under the 2021 Omnibus Incentive Plan (Top-Up Options) | S-1/A | 10.25 | January 7, 2021 |
| 10.27† | 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 |
| 10.28† | Form of Restricted Stock Unit Award under the 2021 Omnibus Incentive Plan (Non-Employee Director Time-Vesting Options) | 10-K | 10.31 | February 28, 2024 |
| 10.29† | Form of Restricted Stock Unit Award Agreement under the 2021 Omnibus Incentive Plan | 8-K | 10.1 | March 22, 2022 |
| 10.30† | Form of Performance Stock Unit Award Agreement under the 2021 Omnibus Incentive Plan | 8-K | 10.2 | March 22, 2022 |
| 10.31† | Form of Restricted Stock Unit Award Agreement under the 2021 Omnibus Incentive Plan for awards granted after January 1, 2024 | 10-K | 10.34 | February 28, 2024 |
| 10.32† | Form of Performance Stock Unit Award Agreement under the 2021 Omnibus Incentive Plan granted after January 1, 2024 | 10-K | 10.35 | February 28, 2024 |
| 10.33† | Driven Investor LLC Equity Incentive Plan | S-1/A | 10.27 | January 7, 2021 |
| 10.34† | 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 |
| 10.35† | Form of Award Modification and Release Letter for Performance-Based Restricted Stock Awards under the Driven Investor LLC Equity Incentive Plan | 10-K | 10.40 | February 28, 2024 |
| 10.36 | Amended Credit Agreement, by and among, Driven Holdings, LLC, the lenders party thereto and JPMorgan Chase Bank, N.C., as Administrative Agent, dated as of February 27, 2025 | 10-Q | 10.2 | May 8, 2025 |
| 10.37 | 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 |
| 19.1 | Securities Trading Policy | 10-K | 19.1 | February 26, 2025 |
| 21.1* | Subsidiaries of the Registrant | |||
| 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 | 10-K | 97.1 | February 28, 2024 |
| * | Filed herewith |
|---|---|
| ** | Furnished herewith |
| † | Indicates management contract or compensatory plan. |
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