Driven Brands (NASDAQ: DRVN) updates indenture, affirms 10-K deadline

Rhea-AI Filing Summary

Driven Brands Holdings Inc., through subsidiaries Driven Brands Funding, LLC and Driven Brands Canada Funding Corporation, entered into Amendment No. 1 to its Second Amended and Restated Base Indenture with Citibank, N.A. The amendment extends deadlines for certain deliverables and clarifies requirements following a re-issuance restatement of the Co-Issuers’ financial statements. It does not change the requirement for the company to deliver its Form 10-K for the fiscal year ended December 27, 2025 to the trustee by April 26, 2026, and the company states it expects to meet this deadline. The forward-looking statement section highlights that a material delay in financial reporting remains possible, including the risk that the Form 10-K may not be filed by April 26, 2026.

Positive

• None.

Negative

• Risk of delayed Form 10-K filing: The forward-looking statements caution that a material delay in financial reporting could occur, including the possibility that the Form 10-K for the year ended December 27, 2025 may not be filed by April 26, 2026.

Insights

Credit & covenant analyst

Indenture timelines eased; 10-K deadline risk flagged.

The amendment to the Base Indenture for Driven Brands subsidiaries mainly extends deadlines for certain post-restatement deliverables and clarifies related requirements. Critically, it leaves intact the obligation to deliver the Form 10-K for the year ended December 27, 2025 to the trustee by April 26, 2026.

The company explicitly states it expects to comply with this Form 10-K delivery requirement, signaling an intention to remain in good standing under the indenture. However, the forward-looking statements section acknowledges that a material delay in financial reporting is possible, including the risk that the Form 10-K might not be filed by April 26, 2026.

This combination suggests the amendment is largely administrative but arises in the context of a prior re-issuance restatement and ongoing timing uncertainty around the annual report. Actual impact on creditors and shareholders will depend on whether the company ultimately files the Form 10-K by the April 26, 2026 deadline described here.

0001804745FALSE00018047452026-03-112026-03-11

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): March 11, 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 No. 1 to the Base Indenture

On March 11, 2026, Driven Brands Funding, LLC and Driven Brands Canada Funding Corporation (together, the “Co-Issuers”, and each a wholly-owned subsidiary of Driven Brands Holdings Inc. (the Company”)) entered into Amendment No. 1 (“Amendment No. 1 to the Base Indenture”) to the Second Amended and Restated Base Indenture, dated as of October 20, 2025 (the “Base Indenture”), among the Co-Issuers and Citibank, N.A., as trustee and securities intermediary (the “Trustee”).

Amendment No. 1 to the Base Indenture amended the Base Indenture to extend the deadlines for certain deliverables and to clarify certain other requirements following the occurrence of a re-issuance restatement of the Co-Issuers’ financial statements.

Amendment No. 1 to the Base Indenture does not modify in any respect the requirement under Section 4.1(i)(ii) of the Base Indenture for the Company to deliver its Annual Report on Form 10-K for fiscal year ended December 27, 2025 (the “Form 10-K”) to the Trustee by April 26, 2026. The Company expects to comply with this requirement.

The foregoing description of Amendment No. 1 to the Base Indenture is qualified in its entirety by reference to the full text of Amendment No. 1 to the Base Indenture, which is incorporated herein by reference to Exhibit 4.1 to this Current Report on Form 8-K.

Forward-Looking Statements

This filing contains a number of forward-looking statements. Words such as “intends,” “expect,” 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 Form 10-K. 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, including the possibility that the Company will not be able to file the Form 10-K by April 26, 2026. 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
4.1						Amendment No. 1 to the Second Amended and Restated Base Indenture, dated as March 11, 2026, among the Co-Issuers and Citibank, N.A., as trustee and securities intermediary
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: March 11, 2026			By:						/s/ Scott O’Melia
			Name:						Scott O’Melia
			Title:						Executive Vice President, Chief Legal Officer

FAQ

What agreement did Driven Brands (DRVN) update in this 8-K?

Driven Brands updated its Second Amended and Restated Base Indenture through Amendment No. 1. The change, involving its funding subsidiaries and Citibank, N.A. as trustee, extends deadlines for certain deliverables and clarifies requirements following a re-issuance restatement of the subsidiaries’ financial statements.

Does the amendment change Driven Brands’ Form 10-K deadline?

No, the amendment does not alter the Form 10-K deadline. Driven Brands remains required to deliver its Annual Report on Form 10-K for the fiscal year ended December 27, 2025 to the trustee by April 26, 2026 under Section 4.1(i)(ii) of the Base Indenture.

How does Driven Brands describe its expectations for filing the 2025 Form 10-K?

Driven Brands states that it expects to comply with the requirement to deliver its Form 10-K for the fiscal year ended December 27, 2025 by April 26, 2026. This indicates an intention to meet both SEC reporting and related indenture obligations referenced in the agreement.

What risks related to financial reporting timing does Driven Brands highlight?

The company warns that its forward-looking statements involve risks, including a material delay in financial reporting. It specifically notes the possibility that it may not be able to file the Form 10-K for the year ended December 27, 2025 by the April 26, 2026 date mentioned.

Why was Amendment No. 1 to the Base Indenture needed for Driven Brands?

The amendment was adopted after a re-issuance restatement of the Co-Issuers’ financial statements. It extends deadlines for certain deliverables and clarifies related requirements under the Base Indenture, aligning contractual reporting obligations with this restatement context while preserving the existing Form 10-K deadline.

Who are the parties to Driven Brands’ amended Base Indenture?

The parties are Driven Brands Funding, LLC and Driven Brands Canada Funding Corporation as Co-Issuers, and Citibank, N.A. as trustee and securities intermediary. These entities executed Amendment No. 1 to the Second Amended and Restated Base Indenture dated October 20, 2025.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EX-4.1 16.6 KB
• 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