Driven Brands amends credit deal, delays statements

Driven Brands Holdings Inc. disclosed that two indirect subsidiaries entered into a limited waiver and amendment to their revolving credit facility.

Rhea-AI Filing Summary

Driven Brands Holdings Inc. disclosed that two indirect subsidiaries entered into a limited waiver and amendment to their revolving credit facility. The amendment waives any defaults tied to the borrower’s notice that it intends to restate financial statements for fiscal 2023, 2024, and the first three quarters of 2025.

The amendment extends the deadline to deliver the 2025 borrower financial statements to June 10, 2026, and pushes the first‑quarter 2026 borrower financial statements to 45 days after that delivery. The company currently expects to meet the new June 10, 2026 deadline.

Positive

• None.

Negative

• Restatement and waiver of potential defaults: The borrower under Driven Brands’ credit facility intends to restate financial statements for 2023, 2024, and the first three quarters of 2025, requiring a limited waiver of any related defaults and extending key financial reporting deadlines.

Insights

Credit & covenant risk analyst

Driven Brands secures covenant waiver while restating multiple years of borrower financials.

Driven Brands reports that its credit facility borrowers obtained a limited waiver and amendment from lenders. The waiver covers any defaults that may arise because the borrower notified lenders it intends to restate financial statements for fiscal 2023, 2024, and the first three quarters of 2025.

The amendment also extends reporting deadlines, giving until June 10, 2026 for the 2025 borrower financial statements and 45 days after that for Q1 2026 borrower statements. This eases near‑term covenant pressure but highlights financial reporting challenges until the restated figures are delivered.

The filing frames timing expectations as forward‑looking and points to the risk of material delay in financial reporting. Investors will depend on subsequent disclosures once the 2025 borrower financial statements and Q1 2026 borrower financial statements are completed and provided under the revised timetable.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Credit Agreement original date: May 27, 2021 2025 borrower financials deadline: June 10, 2026 Q1 2026 borrower financials timing: 45 days +2 more

5 metrics

Credit Agreement original date May 27, 2021 Date of the underlying Credit Agreement referenced in the amendment

2025 borrower financials deadline June 10, 2026 New due date, 165 days after fiscal year ending December 27, 2025

Q1 2026 borrower financials timing 45 days Due 45 days after delivery of 2025 borrower financial statements

Fiscal periods to be restated 2023, 2024, first three quarters 2025 Borrower intends to restate previously delivered financial statements

Amendment date April 24, 2026 Date the Limited Waiver and Fourth Amendment was executed

Key Terms

Material Definitive Agreement, Credit Agreement, limited waiver, forward-looking statements, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement Amendment to Credit Agreement"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Credit Agreement financial

"under the Credit Agreement, dated as of May 27, 2021 (as amended, restated, supplemented, or otherwise modified, the “Credit Agreement”)"

A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.

limited waiver financial

"entered into an amendment (the “Amendment”) that also provides for a limited waiver to their revolving credit facility"

forward-looking statements regulatory

"The disclosure set forth in this Item 1.01 contains a number of forward-looking statements."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Emerging growth company regulatory

"Emerging growth company o"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Driven Brands Holdings Inc. announce in this 8-K?

Driven Brands announced that its indirect subsidiaries entered into a limited waiver and amendment to their revolving credit facility, addressing potential defaults related to planned restatements and extending deadlines for delivering 2025 and first‑quarter 2026 borrower financial statements to lenders.

Why is Driven Brands’ credit agreement being amended?

The amendment responds to the borrower’s notice that it intends to restate financial statements for fiscal 2023, 2024, and the first three quarters of 2025. Lenders granted a limited waiver of any related defaults and agreed to revised deadlines for upcoming borrower financial reporting obligations.

How do the new deadlines affect Driven Brands’ 2025 borrower financial statements?

The 2025 borrower financial statements are now due 165 days after fiscal year‑end, which is June 10, 2026. Driven Brands currently expects to deliver these borrower financial statements on or before that extended date under the amended credit agreement with its lenders.

When must Driven Brands provide Q1 2026 borrower financial statements?

The first‑quarter 2026 borrower financial statements are now due 45 days after delivery of the 2025 borrower financial statements. This ties the quarterly reporting deadline directly to when the updated 2025 borrower information is completed and submitted to lenders under the amended terms.

What risks does Driven Brands highlight regarding these forward-looking statements?

Driven Brands notes that statements about delivering 2025 and Q1 2026 borrower financial statements are forward‑looking and subject to risks. It cites the possibility of a material delay in the company’s financial reporting as a factor that could cause actual timing to differ materially.

Who are the key parties to Driven Brands’ amended credit agreement?

Key parties include Driven Holdings Parent LLC and Driven Holdings LLC as borrower entities, the lenders party to the credit agreement, and JPMorgan Chase Bank, N.A. acting as administrative agent. Driven Brands Holdings Inc. is the indirect parent of these borrower entities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/24/2026 - 07:48 PM EDT Learn about SEC filing dates

0001804745FALSE00018047452026-04-242026-04-24

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): April 24, 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 1.01. Entry into a Material Definitive Agreement

Amendment to Credit Agreement

On April 24, 2026, Driven Holdings Parent LLC (“Holdings”) and Driven Holdings, LLC (“Borrower”), indirect wholly-owned subsidiaries of Driven Brands Holdings Inc. (the “Company”), entered into an amendment (the “Amendment”) that also provides for a limited waiver to their revolving credit facility under the Credit Agreement, dated as of May 27, 2021 (as amended, restated, supplemented, or otherwise modified, the “Credit Agreement”) by and among Holdings, Borrower, the lenders party thereto from time to time (the “Lenders”), and JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent”), which (i) waives any defaults or events of default that may exist or have arisen as a result of Borrower notifying the Administrative Agent and the Lenders that it intends to restate previously delivered financial statements for the fiscal years ending on December 30, 2023 and on December 28, 2024 and the first three fiscal quarters of the fiscal year ending on December 27, 2025, (ii) extends the deadline for the Borrower to deliver its financial statements for the fiscal year ending on December 27, 2025 (the “2025 Borrower Financial Statements”) to 165 days after such fiscal year-end (June 10, 2026), and (iii) extends the deadline for the Borrower to deliver its financial statements for the fiscal quarter ending on March 28, 2026 (the “Q1 2026 Borrower Financial Statements”) to 45 days after the delivery of the 2025 Borrower Financial Statements.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of Amendment, which is incorporated herein by reference to Exhibit 10.2 to this Current Report on Form 8-K.

The Company currently expects to deliver the 2025 Borrower Financial Statements on or before June 10, 2026.

Forward Looking Statements

The disclosure set forth in this Item 1.01 contains a number of forward-looking statements. Words such as “intends,” “expects,” or “will,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our beliefs and expectations relating to the delivery of the

2025 Borrower Financial Statements and Q1 2026 Borrower Financial Statements. These forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond our control. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Company’s financial reporting. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						Limited Waiver and Fourth Amendment to the Credit Agreement, dated as of April 24, 2026, by and among Driven Holdings Parent LLC, Driven Holdings LLC, the consenting lenders party thereto, and JPMorgan Chase Bank, N.A. as administrative agent
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: April 24, 2026			By:						/s/ Scott O’Melia
			Name:						Scott O’Melia
			Title:						Executive Vice President, Chief Legal Officer, and Secretary

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 939.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB