Driven Brands Holdings reports financial statement restatements

Item 2.02 Results of Operations and Financial Condition.

On November 3, 2026, Driven Brands Holdings Inc. (the "Company") issued a press release that includes certain preliminary, unaudited information regarding the Company's performance for the quarter ended September 26, 2026². A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information in this Item 2.02 and in Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On October 31, 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 years ended December 27, 2025 ("fiscal year 2025"), December 28, 2024 ("fiscal year 2024"), and December 30, 2023 ("fiscal year 2023"), contained in the Company's Annual Report on Form 10-K for the fiscal year 2025 (the "2025 Form 10-K") filed with the Securities and Exchange Commission ("SEC") on May 19, 2026,) and the unaudited quarterly financial information for fiscal years 2025 and 2024 included therein, and in our previously issued unaudited condensed consolidated financial statements for the quarterly periods ended March 28, 2026 and June 27, 2026, filed with the SEC on June 11, 2026 and August 6, 2026, respectively (the "2026 Quarterly Reports").

The Audit Committee concluded that such financial statements should not be relied upon and required restatement¹ (the "Restatement"). Additionally, the Report of our Independent Registered Public Accounting Firm on the financial statements and internal control over financial reporting included in the 2025 Form 10-K should not be relied upon.

As previously disclosed, on February 23, 2026, the Audit Committee concluded that our previously issued financial statements for fiscal years 2024 and 2023 and the interim periods within fiscal years 2024 and 2025 should not be relied upon, and those periods were restated in the 2025 Form 10-K (the "Prior Restatement"). The errors described below were identified after the filing of the 2025 Form 10-K, principally while preparing for the audits of the fiscal year 2025 financial statements of certain of our subsidiaries that are parties to our Whole Business Securitization⁵.

As of November 3, 2026, the following are the primary categories o

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press release of Driven Brands Holdings Inc. dated November 3, 2026

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: November 3, 2026

By: /s/ Scott O'Melia

Name: Scott O'Melia

Title: Executive Vice President, Chief Legal Officer, and Secretary

Driven Brands Announces Financial Restatement; Provides Update on Third Quarter 2026 Performance and Revises Fiscal Year 2026 Outlook⁶

• Company Identified Errors in Fixed Asset Reporting

• Delays Third Quarter Earnings Call and Filing of Third Quarter 2026 Form 10-Q⁴

• Preliminary Third Quarter Driven Brands Same Store Sales Increase of 2.0% and Take 5 Same Store Sales Increase of 4.9%³

• Continued Strong Cash Generation and Debt Paydown⁷

CHARLOTTE, N.C., November 3, 2026 – Driven Brands Holdings Inc. (NASDAQ: DRVN) ("Driven Brands" or the "Company") today announced the Audit Committee of the Company's Board of Directors, after consultation with the Company's management, concluded there were material errors in the Company's previously issued consolidated financial statements for fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023 contained in the Company's Annual Report on Form 10-K for the fiscal year 2025, and in its previously issued unaudited condensed consolidated financial statements for each of the quarterly and year-to-date periods within fiscal years 2025 and 2024 as well as the quarterly and year-to-date periods ended June 27, 2026 and March 28, 2026.

As a result, the Audit Committee concluded that such financial statements require restatement and should not be relied upon. T