drvn-20260127
0001804745FALSE00018047452026-01-272026-01-27

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): January 27, 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



Introductory Note
On January 27, 2026, pursuant to the previously disclosed stock purchase agreement, dated as of November 27, 2025 (the “Purchase Agreement”), by and among Rose MidCo Limited and Boing Acquisitions Limited, both wholly owned subsidiaries of Driven Brands Holdings Inc. (the “Company) and Neptune Acquisition Bidco Limited, the Company completed the divestiture of all of the outstanding equity interests in IMO Car Wash Group Limited and 5.01% of equity interests in IMO Autopflege GmbH, indirect wholly owned subsidiaries of the Company that own and operate the Company’s international car wash business (the “Transaction”) for aggregate consideration of approximately €411 million. The cash proceeds, net of transaction expenses and estimated taxes, will be primarily used to pay down debt.
Item 2.01 Completion of Acquisition or Disposition of Assets
The disclosure set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2025 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 27, 2026, the Company issued a press release announcing the closing of the Transaction. A copy of the press release is furnished herewith as Exhibit 99.1.
The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed by the Company 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
104Cover 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: January 27, 2026By:/s/ Scott O’Melia
Name:Scott O’Melia
Title:Executive Vice President, Chief Legal Officer

Exhibit 99.1 Driven Brands Announces Closing of Sale of International Car Wash Business CHARLOTTE, N.C., (BUSINESS WIRE) January 27, 2026 -- Driven Brands Holdings Inc. (NASDAQ: DRVN) (“Driven Brands” or the “Company”) today announced the completion of the sale of IMO, its international car wash business, to Franchise Equity Partners. “The completion of this transaction is a strategic milestone for Driven Brands, sharpening our focus on what we do best — scaling our industry-leading Take 5 business and driving consistent cash generation from our franchise brands,” said Danny Rivera, President and Chief Executive Officer. “I want to thank everyone involved for their hard work in closing the transaction. This divestiture simplifies our portfolio, strengthens our balance sheet, and further positions Driven Brands to generate value for shareholders.” Under the terms of the agreement, Franchise Equity Partners paid Driven Brands total aggregate consideration of approximately € 411 million. Cash proceeds from the transaction will primarily be used to pay down debt. The Company plans to report the results of the Car Wash segment as discontinued operations beginning in the fourth quarter of 2025. Auto Glass Now, currently reported in the Corporate & Other segment, will be reported as a stand-alone segment beginning in the fourth quarter of 2025. In addition, the Company expects to furnish a Form 8-K with the Securities and Exchange Commission in mid-February to provide unaudited historical recast quarterly financial operating results for the first three quarters of fiscal 2025, reflecting the Company’s updated segment reporting structure resulting from the completed disposition of its international car wash business. Advisors Rothschild & Co. served as financial advisor to Driven Brands. 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 paint, collision, glass, vehicle repair, oil change 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®. Driven Brands has approximately 4,200 locations across North America, and services tens of millions of vehicles annually. Driven Brands’ network generates approximately $1.8 billion in annual revenue from approximately $6.1 billion in system-wide sales.


 
Exhibit 99.1 Disclosure Regarding Forward-Looking Statements This press release 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 press release, 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; (ii) our strategy, outlook and growth prospects; (iii) our operational and financial targets; (iv) general economic trends and trends in the industry and markets; and (v) 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. It is not possible to predict or identify all such risks. These risks include, but are not limited to, the risk factors that are described under the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024 and in our other filings with the Securities and Exchange Commission, which are available on its website at www.sec.gov. Given these uncertainties, you should not place undue reliance on these forward- looking statements. Contacts Shareholder/Analyst inquiries: Steve Alexander [email protected] (972) 467-6180 Media inquiries: Taylor Blanchard [email protected] (704) 644-8129