DRVN 8-K
Driven Brands Holdings Inc. (DRVN)
8-K
2026-02-09
For: 2026-02-09
View Original
Added on
April 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 9, 2026
Commission file number: 001-39898
_________________________________
(Exact name of Registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | ||
| 139898 | ||
| (Commission File Number) | ||
| (I.R.S. Employer Identification No.) | ||
| (Address of principal executive offices) | ||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | ||
| Trading Symbol | ||
| Name of each exchange on which registered | ||
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 7.01. Regulation FD Disclosure
On February 9, 2026, Driven Brands Holdings Inc. (the “Company”) issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, providing additional information and recasted financial information based on updated segment reporting, which is effective for the fourth quarter of fiscal 2025.
Note: The information provided pursuant to Item 7.01, 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: February 9, 2026 | By: | /s/ Scott O’Melia | |||||||||||||||
| Name: | Scott O’Melia | ||||||||||||||||
| Title: | Executive Vice President, Chief Legal Officer | ||||||||||||||||
Driven Brands Announces New Segment Reporting CHARLOTTE, N.C., (BUSINESS WIRE) February 9, 2026 -- Driven Brands Holdings Inc. (NASDAQ: DRVN) (“Driven Brands” or the “Company”) today provided additional information regarding its segment reporting, which is effective for the fourth quarter of fiscal 2025. “With the recently completed divestiture of the international car wash business, our updated segment structure reflects how we now view our operations and manage the company,” said Mike Diamond, Executive Vice President and Chief Financial Officer. “Our new segment reporting underscores our growth and cash strategy: growth from Take 5, stable cash flow from our franchise brands, and increased visibility on our developing Auto Glass Now business.” The Company has recast previously reported quarterly segment financial information for the first three quarters of fiscal year 2025 to reflect the new reportable segments. The recast financial information is attached and is accessible through the SEC Filings section of the Company’s Investor Relations website at investors.drivenbrands.com. 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®. 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. Contacts Shareholder/Analyst inquiries: Steve Alexander [email protected] (972) 467-6180 Media inquiries: Taylor Blanchard [email protected] (704) 644-8129
Driven Brands Holdings Inc. Unaudited and Pro Forma Estimated Recast of 2025 Unaudited Quarterly Financial Information Segment System-wide Sales, Revenue, Adjusted EBITDA, Same-Store Sales, and Store Count (Unaudited, Proforma and Estimated, in millions of USD) Selected financial data by segment (unaudited) Fiscal quarters of 2025 ended March 29, June 28, and September 27, 2025 On January 27, 2026, Driven Brands Holdings Inc. (the “Company”) announced the completion of the sale of its International Car Wash (“ICW”) business. This resulted in corresponding changes to the Company’s financial reportable segments. Beginning in the fourth quarter of 2025, the Company plans to report the results of ICW as discontinued operations. Prior to this change, the Company had three reportable segments: Take 5; Franchise Brands; and Car Wash. Our new reporting structure aligns with how the Company is now managing the business as a result of the ICW divestiture. Following these changes, starting in the fourth quarter of 2025, the Company’s three operating and reportable segments are: (1) Take 5 - consisting of the Take 5 Oil Change business, including our supply distribution channel through Spire Supply. (2) Franchise Brands - consisting of our portfolio of franchised brands, which include CARSTAR, Meineke, Maaco, Uniban and 1-800 Radiator, among other smaller brands. These brands are over 99% franchised. (3) Auto Glass Now – consisting of our U.S. Retail, Commercial and Insurance glass businesses.
Recast Quarterly 2025 Financial Information Segment System-wide Sales, Net Revenue, Adjusted EBITDA, Same-Store Sales Growth, and Store Count (Unaudited, in millions of USD) Selected financial data by segment (unaudited) For the three months ended March 29, 2025 and June 28, 2025, and for the three and nine months ended September 27, 2025 System-wide Sales Q1 FY25 Q2 FY25 Q3 FY25 Q3 YTD FY25 Take 5 Oil Change – Franchised stores $136.7 $149.1 $155.9 $441.7 Take 5 Oil Change – Company-operated stores 250.8 257.4 255.7 763.9 Take 5 $387.5 $406.5 $411.6 $1,205.6 Franchise Brands – Franchised stores $1,029.4 $1,070.6 $1,086.9 $3,186.9 Franchise Brands – Company-operated stores 4.0 4.7 4.7 13.4 Franchise Brands $1,033.4 $1,075.3 $1,091.6 $3,200.3 Company-operated stores $59.3 $71.2 $70.8 $201.3 Auto Glass Now $59.3 $71.2 $70.8 $201.3 Driven Brands Franchised stores $1,166.1 $1,219.7 $1,242.8 $3,628.6 Company-operated stores 314.1 333.3 331.2 978.6 Total System-wide Sales $1,480.2 $1,553.0 $1,574.0 $4,607.2 Net Revenue Q1 FY25 Q2 FY25 Q3 FY25 Q3 YTD FY25 Franchise royalties and fees $44.8 $49.1 $50.8 $144.7 Company-operated store sales 314.1 333.3 331.2 978.6 Advertising contributions 25.3 27.0 27.9 80.2 Supply and other revenue 63.9 68.1 71.7 203.7 Total Net Revenue $448.1 $477.5 $481.6 $1,407.2 Franchise royalties and fees $8.4 $9.5 $10.0 $27.9 Company-operated store sales 250.8 257.4 255.7 763.9 Supply and other revenue 34.3 37.2 40.6 112.1 Take 5 $293.5 $304.1 $306.3 $903.9 Franchise royalties and fees $36.4 $39.6 $40.8 $116.8 Company-operated store sales 4.0 4.7 4.7 13.4 Supply and other revenue 31.3 30.3 29.8 91.4 Franchise Brands $71.7 $74.6 $75.3 $221.6 Company-operated store sales $59.3 $71.2 $70.8 $201.3 Auto Glass Now $59.3 $71.2 $70.8 $201.3 Advertising contributions $25.3 $27.0 $27.9 $80.2 Supply and other revenue (1.7) 0.6 1.3 0.2 Corporate and Other $23.6 $27.6 $29.2 $80.4 Adjusted EBITDA Q1 FY25 Q2 FY25 Q3 FY25 Q3 YTD FY25 Take 5 $100.9 $108.2 $107.3 $316.4 Franchise Brands 44.4 45.4 49.7 139.5 Auto Glass Now 4.0 9.6 7.8 21.4 Corporate and Other (46.5) (45.1) (40.5) (132.1) Total Adjusted EBITDA $102.8 $118.1 $124.3 $345.2 Adjusted EBITDA Reconciliation Income (loss) before taxes continuing operations $15.5 $14.4 $44.5 $72.1 Depreciation and amortization 19.9 18.7 21.9 60.5 Interest expense, net 36.4 31.2 23.5 91.1 Acquisition related costs(a) - 1.0 (0.2) 0.8 Non-core items and project costs, net(b) 5.2 4.9 14.9 27.3 Cloud computing amortization(c) 1.9 7.3 6.0 15.2 Share-based compensation expense(d) 11.7 11.2 5.1 28.0 Foreign currency transaction loss (gain), net(e) 0.2 (12.2) (5.4) (17.4) Asset sale leaseback loss, net, impairment, and closed store expenses(f) 12.0 41.6 9.4 63.0 Loss on debt extinguishment(g) - - 4.6 4.6 Adjusted EBITDA $102.8 $118.1 $124.3 $345.2
Segment System-wide Sales, Net Revenue, Adjusted EBITDA, Same-Store Sales Growth, and Store Count (Unaudited, in millions of USD) Selected financial data by segment (unaudited) For the three months ended March 29, 2025 and June 28, 2025, and for the three and nine months ended September 27, 2025 Same-Store Sales Growth Q1 FY25 Q2 FY25 Q3 FY25 Q3 YTD FY25 Take 5 8.0% 6.6% 6.8% 7.1% Franchise Brands (2.9%) (1.5%) 0.7% (1.2%) Auto Glass Now 0.7% 11.3% 14.5% 9.0% Driven Brands (0.2%) 1.0% 2.7% 1.2% Store Count Q1 FY25 Q2 FY25 Q3 FY25 Q3 YTD FY25 Take 5 Oil Change – Franchised stores 468 485 502 502 Take 5 Oil Change – Company-operated stores 735 759 780 780 Take 5 1,203 1,244 1,282 1,282 Franchise Brands – Franchised stores 2,647 2,660 2,663 2,663 Franchise Brands – Company-operated stores 13 13 13 13 Franchise Brands 2,660 2,673 2,676 2,676 Company-operated stores 216 214 213 213 Auto Glass Now 216 214 213 213 Driven Brands Franchised stores 3,115 3,145 3,165 3,165 Company-operated stores 964 986 1,006 1,006 Total Store Count 4,079 4,131 4,171 4,171 (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 our intercompany loans as well as gains and losses on cross currency swaps. (f) Consists of the following items (i) (gains) losses, net on sale leasebacks, disposal of assets, or sale of business; (ii) net losses (gains) on sale for assets held for sale; (iii) impairment of certain fixed assets and operating lease right-of-use assets related to closed and underperforming locations, lease exit costs and other costs associated with stores that were closed prior to the respective lease termination dates; and (iv) loss on fair value of the Seller Note. (g) Consists of the accelerated amortization of an interest rate hedge associated with the Series 2022-1 Senior Securitization Notes, which was refinanced in October 2025. (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 nonrecurring payroll- related costs and non-ordinary course legal settlements.