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0001804745FALSE00018047452026-08-062026-08-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM 8-K
_________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 6, 2026
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)
139898
(Commission File Number)
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)
(704) 377-8855
(Registrant’s Telephone Number, Including Area Code)
_________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
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 whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
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. o


Item 2.02 Results of Operations and Financial Condition.
On August 6, 2026, Driven Brands Holdings Inc. (the “Company”) issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, announcing the Company’s financial results for the quarter ended June 27, 2026 (the “Press Release”).
The information provided pursuant to Item 2.02, including the exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No. Description
99.1
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




DRIVEN BRANDS HOLDINGS INC.
Date: August 6, 2026
By: /s/ Scott O’Melia
Name: Scott O’Melia
Title: Executive Vice President, Chief Legal Officer, and Secretary

EX-99.1 2 q22026earningsrelease.htm EX-99.1 Document
drivenbrandslogo_positive.jpg
Driven Brands Holdings Inc. Reports Second Quarter 2026 Results
--Revenue increases 6.8% to $507.4 million with same store sales growth of 1.4%--
--Take 5 same store sales increase 3.6%; 24th consecutive quarter of growth--
--Net leverage ratio improves to 3.1x Adjusted EBITDA--
--Company reiterates fiscal year 2026 outlook ranges--
Charlotte, N.C. (August 6, 2026) - Driven Brands Holdings Inc. (NASDAQ: DRVN) (“Driven Brands” or the “Company”) today reported financial results for the second quarter ending June 27, 2026.
For the second quarter, Driven Brands delivered revenue of $507.4 million, an increase of 7% versus the prior year. System-wide sales increased 5% to $1.6 billion, driven by a 1% increase in same store sales and 5% increase in store count versus the prior year.
Net income from continuing operations was $37.3 million or $0.23 per diluted share versus $16.4 million or $0.10 per diluted share in the prior year. Adjusted Net Income1 was $48.2 million or $0.29 per diluted share versus $48.9 million or $0.30 per diluted share in the prior year. Adjusted EBITDA1, which included $11.8 million of non-recurring, restatement-related costs, was $107.0 million, a decrease of 7% versus the prior year.
“Our results this quarter reflect the strength of our diversified, non-discretionary portfolio,” said Danny Rivera, President and Chief Executive Officer. “Revenue grew 7%, every segment delivered positive same store sales growth, and Take 5 extended its streak to 24 consecutive quarters of positive same store sales growth, including 3.6% growth this quarter. We also moved closer to our 3x leverage target, ending the quarter at 3.1x.”

“We are reiterating our full-year 2026 outlook ranges and remain focused on scaling Take 5, generating consistent cash flow, and further reducing leverage. We are operating in a dynamic consumer environment and are managing the business with appropriate discipline. Our resilient portfolio, strong balance sheet, and focus on execution position us well to navigate uncertain market conditions and deliver long-term shareholder value,” Rivera concluded.

Note: Prior-period financial information presented herein reflects results inclusive of restatement corrections and has been recast for discontinued operations for the applicable periods. Cash flow statements have not been recast to reflect the impact of discontinued operations.

Second Quarter 2026 Key Performance Indicators by Segment
System-wide Sales (in millions)
Store Count
Same Store Sales
Revenue
(in millions)
Adjusted EBITDA
(in millions)
Take 5 $ 460.2  1,421  3.6  % $ 334.8  $ 114.9 
Franchise Brands 1,095.8  2,696  0.5  % 69.6  41.2 
Auto Glass Now 72.7  206  2.6  % 72.9  3.5 
Corporate and Other N/A N/A N/A 30.1  (52.5)
Total
 $ 1,628.7  4,323  1.4  % $ 507.4  107.0 
Note: Certain columns may not add due to rounding.

    1

Capital and Liquidity
The Company ended the quarter with a net leverage ratio of 3.1x Adjusted EBITDA and total liquidity of $855 million consisting of $184 million in cash and cash equivalents and $671 million of undrawn capacity on its variable funding securitization senior notes and revolving credit facility. This does not include the additional $135 million 2022-1 Securitization Senior Notes that would expand the Company’s variable funding note borrowing capacity if the Company elects to exercise them, assuming certain conditions continue to be met.

Fiscal Year 2026 Outlook
The Company reiterates its financial outlook ranges for fiscal year 2026 as follows:
2026 Outlook
Revenue
~$1.95 - $2.05 billion
Adjusted EBITDA1
~$430 - $460 million
Adjusted Diluted EPS1
~$1.15 - $1.25
The Company expects fiscal year 2026 Adjusted EBITDA1 to be at the low end of its outlook range, reflecting continued uncertainty with lower-income consumers and the conflict in the Middle East, as well as its expectation for the non-recurring, restatement-related costs to come in at the high end of its $35 million to $45 million range.

The Company continues to expect fiscal year 2026 same store sales growth in the range of flat to 2%; and net store growth of approximately 160 to 190.

The Company continues to expect to generate between $125 million and $145 million of free cash flow2 in fiscal year 2026.

Note: 2026 Outlook excludes the impact of any potential M&A and divestitures other than the completed divestiture of the international car wash business.
1 Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are non-GAAP financial measures. See “Reconciliation of Non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures. Forward-looking estimates of Adjusted EBITDA and Adjusted EPS are made in a manner consistent with the relevant definitions and assumptions noted herein.
2 Free cash flow is a non-GAAP financial measure defined as cash provided by operating activities less capital expenditures, net of proceeds from sale leaseback transactions. Management believes free cash flow is a useful indicator of the Company’s ability to generate cash that can be used to repay debt, reinvest in the business, and return capital to shareholders. Forward-looking estimates of free cash flow are made in a manner consistent with the relevant definitions and assumptions noted herein.
Nasdaq Listing Compliance
Following the filing of its Form 10‑Q for the period ended March 28, 2026, the Company received notification from Nasdaq on June 12, 2026, that it had regained compliance with the periodic filing requirements under Listing Rule 5250(c)(1).
    2

Conference Call
Driven Brands will host a conference call to discuss second quarter 2026 results today, Thursday, August 6, 2026, at 8:30 a.m. ET. The call will be available by webcast and can be accessed by visiting Driven Brands’ Investor Relations website at investors.drivenbrands.com. A replay of the call will be available for at least three months.

About Driven Brands
Driven Brands™, headquartered in Charlotte, NC, is the largest automotive services company in North America, providing a range of consumer and commercial automotive services, including oil change, paint, collision, glass, vehicle repair, and maintenance. Driven Brands is the parent company of some of North America’s leading automotive service businesses including Take 5 Oil Change®, Meineke Car Care Centers®, Maaco®, 1-800-Radiator & A/C®, Auto Glass Now®, and CARSTAR®. As of the end of fiscal year 2025, Driven Brands had over 4,200 locations across the U.S. and Canada, and services tens of millions of vehicles annually. Driven Brands’ network generated approximately $1.9 billion in annual revenue from approximately $6.1 billion in system-wide sales.



Contacts

Shareholder/Analyst inquiries: Media inquiries:
Steve Alexander Krista Busada
Stephen.Alexander@drivenbrands.com Krista.Busada@drivenbrands.com
(972) 467-6180 (704) 644-8129
    3

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended
(in thousands, except per share amounts) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
As Restated and Recast As Restated and Recast
Net revenue:
Franchise royalties and fees $ 51,662  $ 49,180  $ 98,925  $ 93,890 
Company-operated store sales 352,604  333,280  689,736  647,411 
Advertising contributions 30,098  27,041  58,933  52,366 
Supply and other revenue 73,052  65,712  144,263  129,158 
Total net revenue 507,416  475,213  991,857  922,825 
Operating expenses:
Company-operated store expenses 208,643  192,322  403,900  379,445 
Advertising expenses 30,098  27,040  58,933  52,365 
Supply and other expenses 43,764  39,153  83,531  74,590 
Selling, general, and administrative expenses 129,704  150,520  261,515  275,179 
Depreciation and amortization 22,157  19,129  43,488  39,440 
Total operating expenses 434,366  428,164  851,367  821,019 
Operating income 73,050  47,049  140,490  101,806 
Other expenses, net:
Interest expense, net 20,791  31,146  44,243  67,412 
Foreign currency transaction loss (gain), net 1,212  (8,659) 10,142  (9,130)
Loss on debt extinguishment —  —  1,820  — 
Other expenses, net 22,003  22,487  56,205  58,282 
Income before taxes from continuing operations 51,047  24,562  84,285  43,524 
Income tax expense 13,773  8,130  23,180  13,584 
Net income from continuing operations $ 37,274  $ 16,432  $ 61,105  $ 29,940 
(Loss) gain on sale of discontinued operations, net of tax (3,027) 38,948  26,259  38,948 
Net (loss) income from discontinued operations, net of tax —  (1,336) 1,713  (4,918)
Net income $ 34,247  $ 54,044  $ 89,077  $ 63,970 
Basic earnings per share:
Continuing Operations $ 0.23  $ 0.10  $ 0.37  $ 0.18 
Discontinued Operations (0.02) 0.23  0.17  0.21 
Net basic earnings per share $ 0.21  $ 0.33  $ 0.54  $ 0.39 
Diluted earnings per share:
Continuing Operations $ 0.23  $ 0.10  $ 0.37  $ 0.18 
Discontinued Operations (0.02) 0.23  0.17  0.21 
Net diluted earnings per share $ 0.21  $ 0.33  $ 0.54  $ 0.39 
Weighted average shares outstanding
Basic 164,481  162,833  164,319  161,701 
Diluted 164,936  164,150  164,774  162,984 
4

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share amounts) June 27, 2026 December 27, 2025
Assets
Current assets:
Cash and cash equivalents $ 183,947  $ 102,938 
Restricted cash 100  162 
Accounts and notes receivable, net 155,245  131,958 
Inventory 52,087  52,375 
Prepaid and other assets 30,302  50,103 
Income tax receivable 48,447  49,266 
Advertising fund assets, restricted 72,298  60,826 
Assets held for sale 11,522  31,233 
Current assets of discontinued operations —  61,993 
Total current assets 553,948  540,854 
Other assets 113,264  114,657 
Property and equipment, net 496,273  471,804 
Operating lease right-of-use assets 548,477  513,458 
Deferred commissions 7,824  7,824 
Intangibles, net 606,309  617,849 
Goodwill 1,209,228  1,218,002 
Deferred tax assets 3,917  3,982 
Non-current assets of discontinued operations —  671,490 
Total assets $ 3,539,240  $ 4,159,920 
Liabilities and shareholders' equity
Current liabilities:
Accounts payable $ 128,468  $ 93,029 
Accrued expenses and other liabilities 166,879  198,759 
Income tax payable 2,226  2,652 
Current portion of long-term debt 26,243  276,691 
Tax receivable agreement payable 29,656  56,211 
Advertising fund liabilities 23,258  24,670 
Current liabilities of discontinued operations —  73,795 
Total current liabilities 376,730  725,807 
Long-term debt 1,658,932  1,882,783 
Deferred tax liabilities 26,438  13,554 
Operating lease liabilities 535,268  501,506 
Tax receivable agreement payable 78,615  73,084 
Deferred revenue 29,872  30,365 
Long-term accrued expenses and other liabilities 94  — 
Non-current liabilities of discontinued operations —  165,619 
Total liabilities 2,705,949  3,392,718 
Preferred Stock $0.01 par value; 100,000,000 shares authorized; none issued or outstanding —  — 
Common stock, $0.01 par value, 900,000,000 shares authorized: and 164,979,816 and 164,531,712 shares issued and outstanding; respectively
 1,650  1,645 
Additional paid-in capital 1,745,494  1,736,416 
Accumulated deficit (864,131) (953,208)
Accumulated other comprehensive loss (49,722) (17,651)
Total shareholders’ equity 833,291  767,202 
Total liabilities and shareholders' equity $ 3,539,240  $ 4,159,920 
5

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended
(in thousands) June 27, 2026 June 28, 2025
As Restated
Net income $ 89,077  $ 63,970 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 43,488  71,081 
Share-based compensation expense 10,816  23,022 
Loss (gain) on foreign denominated transactions 7,291  (13,343)
Loss on foreign currency derivatives 2,851  4,213 
Gain on sale and disposal of businesses, fixed assets, and sale leaseback transactions (25,709) (49,535)
Loss on fair value of seller note receivable —  17,000 
Reclassification of interest rate hedge to income —  (1,033)
Bad debt expense 3,410  9,271 
Asset impairment charges and lease terminations —  24,575 
Amortization of deferred financing costs and bond discounts 3,777  6,206 
Amortization of cloud computing 10,635  5,829 
Provision for deferred income taxes 13,932  11,347 
Loss on extinguishment of debt 1,820  — 
Other, net (9,077) (5,003)
Changes in operating assets and liabilities, net of acquisitions:
Accounts and notes receivable, net (26,230) (44,295)
Inventory 211  1,840 
Prepaid and other assets 18,073  (3,162)
Advertising fund assets and liabilities, restricted (14,046) (11,599)
Other assets (7,949) 150 
Deferred commissions (2) 303 
Deferred revenue (492) (934)
Accounts payable 35,968  29,874 
Accrued expenses and other liabilities (17,520) 10,140 
Income tax receivable (7,427) 686 
Cash provided by operating activities 132,897  150,603 
Cash flows from investing activities:
Capital expenditures (80,924) (124,641)
Cash used in business acquisitions, net of cash acquired —  (6,034)
Proceeds from sale leaseback transactions 23,001  22,810 
Proceeds from sale or disposal of businesses and fixed assets, net of cash sold 484,209  266,133 
Cash provided by investing activities 426,286  158,268 
Cash flows from financing activities:
Payment of debt extinguishment and issuance costs —  (1,414)
Repayment of long-term debt (340,286) (305,446)
Proceeds from revolving lines of credit and short-term debt 107,000  65,000 
Repayment of revolving lines of credit and short-term debt (247,000) (75,000)
Repayment of principal portion of finance lease liability (3,764) (3,140)
Payment of Tax Receivable Agreement (21,630) — 
Tax obligations for share-based compensation (2,166) (2,582)
Cash used in financing activities (507,846) (322,582)
6

Effect of exchange rate changes on cash (1,494) 5,464 
Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted 49,843  (8,247)
Cash and cash equivalents, beginning of period 132,682  141,810 
Cash included in advertising fund assets, restricted, beginning of period 52,204  38,930 
Restricted cash, beginning of period 162  358 
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period 185,048  181,098 
Cash and cash equivalents, end of period 183,947  133,079 
Cash included in advertising fund assets, restricted, end of period 50,844  39,438 
Restricted cash, end of period 100  334 
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period $ 234,891  $ 172,851 

























7

Disclosure Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this press release, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, impact of accounting standards and outlook, impairments, and expected market growth are “forward-looking statements” for the purposes of federal and state securities laws, including, among other things, any statements relating to: (i) the current geopolitical environment, including the impact, both direct and indirect, of global conflicts, government actions, such as proposed and enacted tariffs and governmental shutdowns; (ii) our strategy, outlook, and growth prospects; (iii) our operational and financial targets, dividend policy, and capital allocation strategy; (iv) general economic trends and trends in our industry and markets; (v) the risks and costs associated with the integration of, and or ability to integrate, our stores and business units successfully; (vi) our internal control over financial reporting; (vii) the proper application of generally accepted accounting principles in the preparation of our financial statements, which are highly complex and involve many subjective assumptions, estimates, and judgments; and (viii) the competitive environment in which we operate; and (ix) potential post-closing obligations and liabilities relating to the sale of our car wash businesses. Forward-looking statements may include, among others, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or any other similar words.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results or outcomes could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, many of which are beyond our control. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in or implied by our forward-looking statements include the following: our ability to compete with other businesses in the automotive aftermarket industries; advances and changes in automotive technology; changes in consumer preferences, perceptions, and spending patterns; changes in general economic conditions and the geographic concentration of our locations; our ability to timely recruit and retain qualified accounting personnel; the need to rely on third-party service providers, which could result in significant costs; diversion of management’s time, attention and resources from strategic matters due to remediation efforts related to the material weaknesses in our internal control over financial reporting and disclosure controls and procedures; our inability to maintain an effective system of internal controls; our inability to remediate the material weaknesses in our internal control over financial reporting and disclosure controls and procedures or additional material weaknesses or other deficiencies in the future; the restatement of certain of our previously issued consolidated financial statements; the adverse effect of litigation; the risks and uncertainties, as they may be amended from time to time, set forth in our filings with the U.S. Securities and Exchange Commission, including our most recently filed Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

There may be other factors not presently known to us or which we currently consider to be immaterial that could cause our actual results to differ materially from those projected in any forward-looking statements we make.

Forward-looking statements made in this release speak only as of the date hereof. We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
8


RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

The following information provides definitions and reconciliations of the non-GAAP financial measures presented in this earnings release to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles (GAAP). The Company has provided this non-GAAP financial information, which is not calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures presented in this earnings release that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the GAAP financial measures presented in this earnings release. The non-GAAP financial measures in this earnings release may differ from similarly titled measures used by other companies.

Non-GAAP Financial Measures in Outlook

Driven Brands includes Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (“Adjusted EBITDA”) and Adjusted Earnings per Share (“Adjusted EPS”) in the Company’s Fiscal Year 2026 Outlook. Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures and have not been reconciled to the most comparable GAAP financial measures because it is not possible to do so without unreasonable efforts due to the uncertainty and potential variability of reconciling items, which are dependent on future events and often outside of management’s control and which could be significant. Because such items cannot be reasonably predicted with the level of precision required, we are unable to provide an outlook for the comparable GAAP measures. Forward-looking estimates of Adjusted EBITDA and Adjusted EPS are made in a manner consistent with the relevant definitions and assumptions noted herein and in our filings with the SEC.

Adjusted Net Income and Adjusted Earnings Per Share

Adjusted Net Income and Adjusted EPS are considered non-GAAP financial measures under the SEC’s rules because they exclude certain amounts included in the net income attributable to Driven Brands common stockholders and diluted earnings per share attributable to Driven Brands common stockholders calculated in accordance with GAAP. Management believes that Adjusted Net Income and Adjusted EPS are meaningful measures to share with investors because they facilitate comparison of the current period performance with that of the comparable prior period. In addition, Adjusted Net Income and Adjusted EPS afford investors a view of what management considers to be Driven Brands’ core earnings performance as well as the ability to make a more informed assessment of such earnings performance with that of the prior period.
The tables below reflect the calculation of Adjusted Net Income and Adjusted Earnings Per Share for the three and six months ended June 27, 2026, compared to the three and six months ended June 28, 2025.
9

Net Income to Adjusted Net Income and Adjusted Earnings Per Share (Unaudited)
Three Months Ended Six Months Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
(in thousands, except per share data) As Restated As Restated
Net income from continuing operations $ 37,274  $ 16,432  $ 61,105  $ 29,940 
Adjustments:
Acquisition related costs(a)
118  983  288  998 
Non-core items and project costs, net(b)
1,511  (1,134) 4,003  2,076 
Cloud computing amortization(c)
5,450  3,948  10,635  5,829 
Share-based compensation expense(d)
5,101  10,663  11,449  22,923 
Foreign currency transaction loss (gain), net(e)
1,212  (8,659) 10,142  (9,130)
Impairment, (gain) loss on sale of assets, net, and closed store expenses(f)
(373) 34,314  733  44,208 
Loss on debt extinguishment(g)
—  —  1,820  — 
Amortization related to acquired intangible assets(h)
4,650  4,528  9,305  9,180 
Adjusted net income before tax impact of adjustments 54,943  61,075  109,480  106,024 
Tax impact of adjustments(i)
(6,771) (12,171) (12,279) (18,348)
Adjusted net income from continuing operations $ 48,172  $ 48,904  $ 97,201  $ 87,676 
Basic earnings per share from continuing operations $ 0.23  $ 0.10  $ 0.37  $ 0.18 
Diluted earnings per share from continuing operations $ 0.23  $ 0.10  $ 0.37  $ 0.18 
Adjusted basic earnings per share from continuing operations(1)
$ 0.29  $ 0.30  $ 0.59  $ 0.54 
Adjusted diluted earnings per share from continuing operations(1)
$ 0.29  $ 0.30  $ 0.59  $ 0.54 
Weighted average shares outstanding
Basic 164,481  162,833  164,319  161,701 
Diluted 164,936  164,150  164,774  162,984 
(1)Adjusted Earnings Per Share is calculated under the two-class method. Under the two-class method, adjusted earnings per share is calculated using adjusted net income attributable to common shares, which is derived by reducing adjusted net income by the amount attributable to participating securities. Adjusted Net Income attributable to participating securities used in the basic earnings per share calculations was less than $1 million for the three and six months ended June 27, 2026, and less than $1 million and $1 million for the three and six months ended June 28, 2025, respectively. Adjusted Net Income attributable to participating securities used in the diluted earnings per share calculations was less than $1 million for the three and six months ended June 27, 2026 and June 28, 2025.
10


Adjusted EBITDA

Adjusted EBITDA is considered a non-GAAP financial measure under the Securities and Exchange Commission’s (“SEC”) rules because it excludes certain amounts included in net income calculated in accordance with GAAP. Management believes that Adjusted EBITDA is a meaningful measure to share with investors because it facilitates comparison of the current period performance with that of the comparable prior period. In addition, Adjusted EBITDA affords investors a view of what management considers to be Driven Brand’s core operating performance as well as the ability to make a more informed assessment of such operating performance as compared with that of the prior period.

Please see the company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025, filed with the SEC on May 19, 2026, for additional information on Adjusted EBITDA. The tables below reflect the calculation of Adjusted EBITDA for the three and six months ended June 27, 2026, compared to the three and six months ended June 28, 2025.





























11


Net Income to Adjusted EBITDA Reconciliation (Unaudited)
Three Months Ended Six Months Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
(in thousands) As Restated As Restated
Net income from continuing operations $ 37,274  $ 16,432  $ 61,105  $ 29,940 
Income tax expense 13,773  8,130  23,180  13,584 
Interest expense, net 20,791  31,146  44,243  67,412 
Depreciation and amortization 22,157  19,129  43,488  39,440 
EBITDA 93,995  74,837  172,016  150,376 
Acquisition related costs(a)
118  983  288  998 
Non-core items and project costs, net(b)
1,511  (1,134) 4,003  2,076 
Cloud computing amortization(c)
5,450  3,948  10,635  5,829 
Share-based compensation expense(d)
5,101  10,663  11,449  22,923 
Foreign currency transaction loss (gain), net(e)
1,212  (8,659) 10,142  (9,130)
Impairment, (gain) loss on sale of assets, net, and closed store expenses(f)
(373) 34,314  733  44,208 
Loss on debt extinguishment(g)
—  —  1,820  — 
Adjusted EBITDA $ 107,014  $ 114,952  $ 211,086  $ 217,280 
Note: Adjusted EBITDA presented above included restatement-related, non-recurring costs of $11.8 million for the three months ended June 27, 2026, and $20.9 million for the six months ended June 27, 2026.













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Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share Footnotes
(a)Consists of acquisition costs as reflected within the consolidated statements of operations, including legal, consulting and other fees, and expenses incurred in connection with acquisitions completed during the applicable period, as well as inventory rationalization expenses incurred in connection with acquisitions. As acquisitions occur in the future, we expect to incur similar costs and, under U.S. GAAP, such costs relating to acquisitions are expensed as incurred and not capitalized.
(b)Consists of discrete items and project costs, including third-party professional costs associated with strategic transformation initiatives as well as non-recurring payroll-related costs and non-ordinary course legal reserves and settlements.
(c)Includes non-cash amortization expenses relating to cloud computing arrangements.
(d)Represents non-cash share-based compensation expense.
(e)Represents foreign currency transaction (gains) losses, net that primarily related to the remeasurement of the intercompany loans as well as gains and losses on cross-currency swaps.
(f)Consists of the following items (i) asset impairments, (ii) losses, net on sale leasebacks, disposal of assets, including assets held for sale, or sale of business; and (iii) closed store expenses.
(g)Represents charges incurred related to the Company’s partial repayment of the 2020-1 Senior Notes and full repayment of the 2019-2 Senior Notes.
(h)Consists of amortization related to acquired intangible assets as reflected within depreciation and amortization in the consolidated statements of operations.
(i)Represents the tax impact of adjustments associated with the reconciling items between net income from continuing operations and Adjusted Net Income, excluding the provision for uncertain tax positions and valuation allowance for certain deferred tax assets. To determine the tax impact of the deductible reconciling items, we utilized statutory income tax rates ranging from 21% to 26.5% depending upon the tax attributes of each adjustment and the applicable jurisdiction.
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DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
ADJUSTED EBITDA RECONCILIATION (UNAUDITED)
Three Months Ended Six Months Ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
(in thousands) As Restated As Restated
Take 5 $ 114,882  $ 106,538  $ 224,354  $ 202,933 
Franchise Brands 41,163  43,549  82,520  86,429 
Auto Glass Now 3,482  10,081  9,416  15,398 
Corporate and Other (52,513) (45,216) (105,204) (87,480)
Adjusted EBITDA $ 107,014  $ 114,952  $ 211,086  $ 217,280 

Note: Adjusted EBITDA presented above included restatement-related, non-recurring costs of $11.8 million for the three months ended June 27, 2026, and $20.9 million for the six months ended June 27, 2026.
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DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
ADDITIONAL INFORMATION ON KEY PERFORMANCE INDICATORS (UNAUDITED)
Three Months Ended June 27, 2026
(in thousands) Take 5 Franchise Brands Auto Glass Now Total
System-wide Sales
Franchised stores $ 183,099  $ 1,092,957  $ —  $ 1,276,056 
Company-operated stores 277,111  2,801  72,692  352,604 
Total System-Wide Sales $ 460,210  $ 1,095,758  $ 72,692  $ 1,628,660 
Store Count (in whole numbers)
Franchised stores 569  2,685  —  3,254 
Company-operated stores 852  11  206  1,069 
Total Store Count 1,421  2,696  206  4,323 
Three Months Ended June 28, 2025
Take 5 Franchise Brands Auto Glass Now Total
(in thousands) As Restated
System-wide Sales
Franchised stores $ 149,119  $ 1,070,582  $ —  $ 1,219,701 
Company-operated stores 257,449  4,654  71,177  333,280 
Total System-Wide Sales $ 406,568  $ 1,075,236  $ 71,177  $ 1,552,981 
Store Count (in whole numbers)
Franchised stores 485  2,660  —  3,145 
Company-operated stores 759  13  214  986 
Total Store Count 1,244  2,673  214  4,131 



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Six Months Ended June 27, 2026
(in thousands) Take 5 Franchise Brands Auto Glass Now Total
System-wide Sales
Franchise stores $ 353,055  $ 2,152,039  $ —  $ 2,505,094 
Company-operated stores 548,823  5,315  135,598  689,736 
Total System-wide Sales $ 901,878  $ 2,157,354  $ 135,598  $ 3,194,830 
Store Count (in whole numbers)
Franchise stores 569  2,685  —  3,254 
Company-operated stores 852  11  206  1,069 
Total Store Count 1,421  2,696  206  4,323 
Six Months Ended June 28, 2025
Take 5 Franchise Brands Auto Glass Now Total
(in thousands) As Restated
System-wide Sales
Franchise stores $ 285,807  $ 2,099,956  $ —  $ 2,385,763 
Company-operated stores 508,249  8,646  130,516  647,411 
Total System-wide Sales $ 794,056  $ 2,108,602  $ 130,516  $ 3,033,174 
Store Count (in whole numbers)
Franchise stores 485  2,660  —  3,145 
Company-operated stores 759  13  214  986 
Total Store Count 1,244  2,673  214  4,131 




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