Waiver lets Driven Brands (NASDAQ: DRVN) delay 2025 and Q1 reports
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Driven Brands Holdings Inc. obtained a waiver under its securitization Base Indenture that extends several financial reporting deadlines. The waiver moves the due date to deliver the company’s audited 2025 Form 10-K to stakeholders to June 10, 2026.
The waiver also extends deadlines to provide first quarter 2026 financial statements for the company and related securitization entities, and to furnish 2025 annual accountants’ reports, using 45-day and 30-day windows tied to delivery of the 2025 annual financials. Midland Loan Services agrees not to trigger potential Rapid Amortization or Manager Termination Events solely due to these extensions, and charges a $10,000 consent fee.
Positive
- None.
Negative
- None.
Insights
Waiver gives Driven Brands more time to file 2025 and Q1 2026 reports without triggering securitization remedies.
Driven Brands and its Canadian affiliates secured a waiver under their Second Amended and Restated Base Indenture to extend delivery of 2025 audited financials and Q1 2026 reports for the company and securitization entities. The key new outside date for the 2025 Form 10-K is June 10, 2026.
The waiver clarifies that Midland Loan Services, as Servicer and Control Party, will not treat the extended timelines as a breach that could trigger a Rapid Amortization Event or Manager Termination Event, provided reports arrive by the new deadlines. This keeps the securitization structure operating under agreed terms despite reporting delays.
There is a $10,000 consent fee for this relief. The overall impact depends on timely delivery of the 2025 financials and associated Q1 2026 reports under the revised schedule described in the waiver and related agreements.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Extended 2025 Form 10-K deadline: June 10, 2026
Consent fee: $10,000
Q1 2026 financials timing: 45 days after 2025 financials delivery
+1 more
4 metrics
Extended 2025 Form 10-K deadline
June 10, 2026
New outside date to deliver 2025 audited financials
Consent fee
$10,000
Fee payable to Midland for Financial Reporting Date Extension
Q1 2026 financials timing
45 days after 2025 financials delivery
Extended deadline for DBH and securitization entity Q1 2026 reports
Accountants’ reports timing
30 days after latest annual financials delivery
Extended deadline for 2025 Annual Accountants’ Reports
Key Terms
Second Amended and Restated Base Indenture, Rapid Amortization Event, Manager Termination Event, Control Party, +1 more
5 terms
Second Amended and Restated Base Indenture regulatory
"under the Second Amended and Restated Base Indenture, dated as of October 20, 2025"
Rapid Amortization Event financial
"any associated Rapid Amortization Event or any associated Manager Termination Event"
Manager Termination Event financial
"any associated Rapid Amortization Event or any associated Manager Termination Event"
Control Party financial
"Midland Loan Services, Inc. (“Midland”) is the Servicer and Control Party"
Financial Reporting Date Extension financial
"the foregoing requests ... to extend the reporting dates collectively referred to as the “Financial Reporting Date Extension”"
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 22, 2026
Commission file number: 001-39898
_________________________________
(Exact name of Registrant as specified in its charter)
_________________________________
| (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 April 22, 2026, Driven Brands, Inc. (the “U.S. Manager”) and Driven Brands Canada Shared Services, Inc. (the “Canadian Manager” and together with the U.S. Manager, the “Managers”), indirect wholly-owned subsidiaries of the Company, received a waiver (the “WBS Waiver”) under the Second Amended and Restated Base Indenture, dated as of October 20, 2025 (as amended, restated, supplemented, or otherwise modified), by and among Driven Brands Funding, LLC (the “Issuer”), Driven Brands Canada Funding Corporation (the “Canadian Co-Issuer” and together with the Issuer, the “Co-Issuers”), and Citibank, N.A., as trustee and securities intermediary (the “Trustee”), which (i) extends the deadline for the Managers to deliver the annual financial statements of the Company for the fiscal year ended December 27, 2025 (the “2025 Form 10-K”) to the Trustee, Midland Loan Services, a division of PNC Bank, National Association (the “Servicer”), FTI Consulting, Inc. (the “Back-Up Manager”), and the applicable ratings agencies (each a “Rating Agency”) to June 10, 2026, (ii) extends the deadline for the Managers to deliver the respective quarterly financial statements of the Company, the Issuer, the Canadian Co-Issuer, and the U.S. Manager for the fiscal quarter ending on March 28, 2026 to the Trustee, the Servicer, the Back-Up Manager, and each Rating Agency until the date that is 45 days after the applicable annual financial statements for the fiscal year ended December 27, 2025 are delivered to the Trustee, the Servicer, the Back-Up Manager, and each Rating Agency, and (iii) extends the deadline for the Co-Issuers to furnish, or cause the applicable Manager to furnish, to the Trustee, the Servicer, the Back-Up Manager (to the extent such report is not being provided by the Back-Up Manager), and each Rating Agency the reports of the independent auditors or the Back-Up Manager required to be delivered to such Co-Issuer by the applicable Manager until the date that is 30 days after the latest delivery date of the annual financial statements of the Company, the Co-Issuers, and the U.S. Manager for the fiscal year ended December 27, 2025 (the “Co-Issuer Reports”). A copy of the WBS Waiver is being furnished herewith as Exhibit 99.1.
The Company currently expects to deliver the 2025 Form 10-K on or before June 10, 2026.
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.
Forward Looking Statements
The disclosure set forth in this Item 7.01 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 timing of the filing of the 2025 Form 10-K and first quarter 2026 Form 10-Q and the furnishing of the Co-Issuer Reports. 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 | |||||||
| 99.1 | WBS Waiver dated April 22, 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: April 23, 2026 | By: | /s/ Scott O’Melia | |||||||||||||||
| Name: | Scott O’Melia | ||||||||||||||||
| Title: | Executive Vice President, Chief Legal Officer, and Secretary | ||||||||||||||||
Exhibit 99.1 Execution Version Doc#: US1:300480455v5 April 22, 2026 Driven Brands Inc., Manager 440 S. Church Street, Suite 700 Charlotte, NC 28202 Driven Brands Canada Shared Services Inc., as Canadian Manager 1460 Stone Church Road E. Hamilton, ON L8W 3V3 With a copy to: S&P Global Ratings 55 Water Street New York, NY 10004 Attention: Structured Credit Surveillance Group E-mail: servicer_reports@sandp.com Kroll Bond Rating Agency, LLC 805 Third Ave, 29th Floor New York, NY 10022 Attention: ABS Surveillance E-mail: abssurveillance@kbra.com Re: Co-Issuers: Driven Brands Funding, LLC; Driven Brands Canada Funding Corporation Managers: Driven Brands Inc. (the “U.S. Manager”) and Driven Brands Canada Shared Services Inc. (the “Canadian Manager”) Consent Request: 2025 Audited Financial Statements, Q1 2026 Financial Reports and 2025 Annual Accountants’ Reports Greetings: Midland Loan Services, Inc. (“Midland”) is the Servicer and Control Party for the aforementioned transaction. This consent request relates to (a) audited consolidated cash flow statement, balance sheet and related statements of income for the fiscal year ending in December 2025 for Driven Brands Holdings Inc. (“DBH”) and its Subsidiaries (“2025 Financials”), (b) the consolidated balance sheet and related statements of income for DBH and its Subsidiaries for the fiscal quarter ending in March 2026 (“DBH Q1 Financials”), (c) the unaudited consolidated balance sheet and unaudited consolidated statements of operations and comprehensive income, changes in members’ equity and cash flows for the fiscal quarter ending in March 2026 for the U.S. Securitization Entities
(“U.S. Securitization Entity Q1 Financials”), (d) the unaudited consolidated balance sheet and unaudited consolidated statements of operations and comprehensive income, changes in members’ equity and cash flows for the fiscal quarter ending in March 2026 for the Canadian Securitization Entities (“Canadian Securitization Entity Q1 Financials”), (e) the unaudited consolidated balance sheet and unaudited consolidated statements of operations and comprehensive income and cash flows for the fiscal quarter ending in March 2026 for the U.S. Manager (“U.S. Manager Q1 Financials”) and (f) each Annual Accountants’ Report (as defined in the Management Agreements) (such reports, collectively, the “2025 Annual Accountants’ Reports”). Midland received the Managers’ request to extend the time to provide (a) the 2025 Financials to June 10, 2026, (b) the DBH Q1 Financials to the date that is forty-five (45) calendar days following the date on which the 2025 Financials are delivered (the “DBH Annual Financials Delivery Date”), (c) the U.S. Securitization Entity Q1 Financials to the date that is forty-five (45) calendar days following the U.S. Securitization Entity Annual Financials Delivery Date (as defined below), (d) the Canadian Securitization Entity Q1 Financials to the date that is forty-five (45) calendar days following the Canadian Securitization Entity Annual Financials Delivery Date (as defined below), (e) the U.S. Manager Q1 Financials to the date that is forty-five (45) calendar days following the U.S. Manager Annual Financials Delivery Date (as defined below) and (f) the 2025 Annual Accountants’ Reports to the date that is thirty (30) calendar days following the latest to occur of the DBH Annual Financials Delivery Date, the U.S. Securitization Entity Annual Financials Delivery Date, the Canadian Securitization Entity Annual Financials Delivery Date and the U.S. Manager Annual Financials Delivery Date (the foregoing requests pursuant to clauses (a), (b), (c), (d), (e) and (f) to extend the reporting dates collectively referred to as the “Financial Reporting Date Extension”). The “U.S. Securitization Entity Annual Financials Delivery Date” means the date on which the Co-Issuers have delivered the audited financial statements for the fiscal year ending in December 2025 for the U.S. Securitization Entities. The “Canadian Securitization Entity Annual Financials Delivery Date” means the date on which the Co-Issuers have delivered the audited financial statements for the fiscal year ending in December 2025 for the Canadian Securitization Entities. The “U.S. Manager Annual Financials Delivery Date” means the date on which the Co-Issuers have delivered the audited financial statements for the fiscal year ending in December 2025 for the U.S. Manager. Midland acknowledges that the Co-Issuers have confirmed and agreed that (a) the 2025 Financials will be received no later than June 10, 2026, (b) the DBH Q1 Financials will be received no later than the date that is forty-five (45) calendar days following the DBH Annual Financials Delivery Date, (c) the U.S. Securitization Entity Q1 Financials will be received no later than the date that is forty-five (45) calendar days following the U.S. Securitization Entity Annual Financials Delivery Date, (d) the Canadian Securitization Entity Q1 Financials will be received no later than the date that is forty-five (45) calendar days following the Canadian Securitization Entity Annual Financials Delivery Date, (e) the U.S. Manager Q1 Financials will be received no later than the date that is forty-five (45) calendar days following the U.S. Manager Annual Financials Delivery Date and (f) the 2025 Annual Accountants’ Reports will be received no later than the date that is thirty (30) calendar days following the latest to occur of the DBH Annual Financials Delivery Date, the U.S. Securitization Entity Annual Financials Delivery Date, the Canadian Securitization Entity Annual Financials Delivery Date and the U.S. Manager Annual Financials Delivery Date, and that Midland will not declare any breach of any covenant under the Second Amended and Restated Base Indenture or any Management Agreement, in each case in effect for the Driven
Brands Securitization Entities, or any associated Rapid Amortization Event or any associated Manager Termination Event with respect to the U.S. Manager or the Canadian Manager, in each case arising solely from the Financial Reporting Date Extension as long as such Persons’ financial reporting obligations are performed in accordance with the terms of the Transaction Documents by such extended reporting deadline. Midland does not waive, extend, or modify any other non- performance, default, or breach of covenant under the Transaction Documents or pursuant to this letter, it being acknowledged that this letter pertains solely to the Financial Reporting Date Extension and is conditioned upon strict performance, time being of the essence, with the undertakings set forth herein. In consenting to this request, Midland is relying upon the Officer’s Certificate and Opinion of Counsel delivered to Midland in connection with this request. Midland’s Consent Fee is $10,000 for this request; invoice to be provided under separate email. If you have any questions, please feel free to contact me by phone at 913-521-6547 or by email at matthew.merritt@pnc.com. [Signature follows on next page]
Sincerely, Midland Loan Services, a Division of PNC Bank, National Association, as Control Party __/s/ Wm. Dugger Schwartz________________ Name: Wm. Dugger Schwartz Title: Senior Vice President
FAQ
What did Driven Brands (DRVN) announce in this 8-K filing?
Driven Brands disclosed a waiver under its securitization Base Indenture that extends deadlines to deliver 2025 audited financial statements, first quarter 2026 financial reports, and related accountants’ reports, while preventing certain covenant-related remedies if the new reporting dates are met.
When must Driven Brands now deliver its 2025 Form 10-K under the waiver?
The company currently expects to deliver its 2025 Form 10-K on or before June 10, 2026. This date also serves as the extended deadline in the waiver for providing the 2025 audited financial statements to the trustee, servicer, back-up manager, and rating agencies.
How are Driven Brands’ Q1 2026 financial reporting deadlines affected?
The waiver extends Q1 2026 reporting for Driven Brands and related securitization entities to dates that are 45 days after the applicable 2025 annual financial statements are delivered. This links quarterly deadlines directly to completion and delivery of the 2025 audited financials.
What happens to Rapid Amortization or Manager Termination Events under this waiver?
Midland Loan Services agrees it will not declare any Rapid Amortization Event or Manager Termination Event solely due to the extended financial reporting dates, as long as all required reports are furnished in line with the revised deadlines set out in the transaction documents.
Does Driven Brands owe a fee in connection with this financial reporting waiver?
Yes. Midland Loan Services, as Servicer and Control Party, states that its consent fee for granting the Financial Reporting Date Extension is $10,000. The fee is to be invoiced separately according to Midland’s communication within the waiver letter.
Are there any forward-looking statements in Driven Brands’ disclosure?
The disclosure includes forward-looking statements about expected timing of the 2025 Form 10-K, the first quarter 2026 Form 10-Q, and Co-Issuer reports. The company notes these statements involve risks, including potential material delays in financial reporting relative to the discussed timetable.