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Driven Brands unveils $100M buyback, debt goals

Driven Brands Holdings Inc. (DRVN) announced updated capital allocation priorities, including a new $100 million share repurchase authorization effective September 15, 2026 and a long-term net leverage target of 2–3x Net Debt to Adjusted EBITDA.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Driven Brands Holdings Inc. (DRVN) announced updated capital allocation priorities, including a new $100 million share repurchase authorization effective September 15, 2026 and a long-term net leverage target of 2–3x Net Debt to Adjusted EBITDA. The authorization represents about 5% of the company’s market capitalization and has no stated expiration.

Management highlighted deleveraging progress, noting net leverage declined from 5.0x at the end of 2023 to an expected 3.0x at the end of Q3 2026, reaching a 3.0x target ahead of plan. The company plans to continue investing in its Take 5 growth strategy while funding repurchases from available cash and ongoing cash flows. As of the end of fiscal 2025, Driven Brands generated approximately $1.9 billion in annual revenue from about $6.1 billion in system-wide sales across more than 4,200 locations.

Positive

  • $100 million share repurchase authorization, equal to about 5% of market capitalization, signaling a commitment to returning capital to shareholders.
  • Net leverage reduced from 5.0x at the end of 2023 to an expected 3.0x at the end of Q3 2026, with a new long-term target of 2–3x Net Debt to Adjusted EBITDA.
  • Business scale supports the capital plan, with approximately $1.9 billion in annual revenue and $6.1 billion in system-wide sales across more than 4,200 locations as of fiscal 2025.

Negative

  • The company references ongoing remediation of material weaknesses in internal control over financial reporting and a prior restatement of certain previously issued consolidated financial statements as important risk factors.

Filing Explained

The September 15 Form 8-K establishes authorization to repurchase up to $100 million of common stock, but reports no completed purchases; because use is optional and the program may be discontinued, any reduction in shares held by existing common holders remains conditional.

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, or exhibit attachments filed with this report.
Share repurchase authorization $100 million Authorized by the Board effective September 15, 2026
Repurchase authorization as % of market cap Approximately 5% Stated proportion of the company’s market capitalization
Net leverage end of 2023 5.0x Net Debt to Adjusted EBITDA Reported leverage at the end of 2023
Expected net leverage end of Q3 2026 3.0x Net Debt to Adjusted EBITDA Expected leverage at the end of Q3 2026, reaching a target early
Long-term net leverage target 2–3x Net Debt to Adjusted EBITDA Stated long-term capital structure objective
Annual revenue $1.9 billion Driven Brands’ annual revenue as of the end of fiscal year 2025
System-wide sales $6.1 billion System-wide sales generated as of the end of fiscal year 2025
Number of locations Over 4,200 locations Store count across the U.S. and Canada as of fiscal year 2025 end
Net Debt to Adjusted EBITDA financial
"set a long-term net leverage target of 2-3x Net Debt to Adjusted EBITDA"
Net debt to adjusted EBITDA is a leverage ratio that compares a company’s net debt (total interest-bearing debt minus cash) to its recurring operating earnings after removing one-off items. Think of it like how many years of steady take-home pay the business would need to pay off its outstanding debt; investors use it to gauge debt burden, financial risk and relative creditworthiness, with lower ratios generally indicating a safer balance sheet.
share repurchase authorization financial
"the Board approved ... a $100 million share repurchase authorization"
A share repurchase authorization is a company's official approval to buy back its own shares from the market. This signals that the company believes its stock is a good investment and can help increase the value of remaining shares by reducing how many are available. For investors, it often suggests confidence from the company and can influence the stock’s price.
system-wide sales financial
"generated approximately $1.9 billion in annual revenue from approximately $6.1 billion in system-wide sales"
Total revenue generated by every outlet in a company’s network, including both company-owned and franchised locations, measured over a given period. Investors watch system-wide sales as a broad indicator of brand demand and growth—like checking the overall temperature of a chain rather than one store—because rising totals suggest the business model and customer base are expanding even if ownership mixes vary.
material weaknesses in our internal control over financial reporting financial
"remediation efforts related to the material weaknesses in our internal control over financial reporting"
Rule 10b5-1 regulatory
"including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
Rule 10b-18 regulatory
"including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.

FAQ

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

What capital allocation changes did Driven Brands (DRVN) announce?
Driven Brands announced updated capital allocation priorities that include continued investment in Take 5 growth, a long-term net leverage target of 2–3x Net Debt to Adjusted EBITDA, and a new $100 million share repurchase authorization with no stated expiration date.

How large is Driven Brands’ new DRVN share repurchase authorization?
The Board authorized Driven Brands to repurchase up to $100 million of its outstanding common stock. The company states this amount represents approximately 5% of its market capitalization and may be executed over time through open-market or other methods.

What leverage targets did Driven Brands (DRVN) set in this update?
Driven Brands set a long-term net leverage target of 2–3x Net Debt to Adjusted EBITDA. It also noted progress, with net leverage reduced from 5.0x at the end of 2023 to an expected 3.0x at the end of Q3 2026.

How will Driven Brands (DRVN) fund its share repurchases?
Driven Brands states that any share repurchases under the $100 million authorization will be funded from available cash balances and ongoing cash flows. Purchases will depend on price, market and economic conditions, and other factors.

What is the scale of Driven Brands’ (DRVN) business today?
As of the end of fiscal year 2025, Driven Brands operated over 4,200 locations across the U.S. and Canada, generated about $1.9 billion in annual revenue, and approximately $6.1 billion in system-wide sales, serving tens of millions of vehicles annually.

Does Driven Brands (DRVN) disclose any control or reporting issues?
Driven Brands identifies risks related to material weaknesses in internal control over financial reporting, potential inability to remediate those weaknesses, and a prior restatement of certain previously issued consolidated financial statements among its important risk factors.

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

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0001804745FALSE00018047452026-09-152026-09-15

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): September 15, 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 7.01 Regulation FD Disclosure.
The Board of Directors (the “Board”) of Driven Brands Holdings Inc. (the “Company”) announced an update to the Company’s capital allocation priorities (the “Updated Capital Allocation Priorities”) on September 15, 2026. In connection with the Updated Capital Allocation Priorities, the Company will continue to invest in Take 5 growth, has set a long-term net leverage target of 2-3x Net Debt to Adjusted EBITDA, and the Board approved, effective September 15, 2026 (the “Effective Date”), a $100 million share repurchase authorization (the “Authorization”). Any repurchases under the Authorization may be made by means of open market transactions or otherwise, including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The size and timing of any repurchases will depend on price, market and business conditions, and other factors. A copy of the press release announcing the Updated Capital Allocation Priorities is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information provided pursuant to Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of 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
Press Release dated September 15, 2026, announcing updated capital allocation priorities
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: September 15, 2026
By: /s/ Scott O’Melia
Name: Scott O’Melia
Title: Executive Vice President, Chief Legal Officer, and Secretary


Driven Brands Announces Updated Capital Allocation Priorities
Long-Term Net Leverage Target of 2-3x Net Debt / Adj. EBITDA
New $100 Million Authorization for Share Repurchases
CHARLOTTE, N.C., (BUSINESS WIRE) September 15, 2026 -- Driven Brands Holdings Inc. (NASDAQ: DRVN) (“Driven Brands” or the “Company”) today announced updated capital allocation priorities aimed at accelerating growth and driving long-term shareholder returns.
“The strength of Driven Brand’s Growth and Cash framework has been on full display over the last several years as Driven reduced its net leverage from 5.0x at the end of 2023 to an expected 3.0x at the end of Q3 2026, reaching our 3.0x target a full quarter ahead of plan,” said Danny Rivera, President and Chief Executive Officer. “We are entering a new phase focused on deploying capital to support growth, maintaining financial flexibility and enhancing shareholder value. Today's announcement provides investors with greater clarity regarding the framework that will guide our capital allocation decisions going forward.”
Key elements of the Company’s updated capital allocation priorities include:
•Continuing to invest in Take 5 growth, leveraging its proven operating model, strong 4-wall economics and compelling cash-on-cash returns. This growth will come through units in new and existing markets and may include acquisitions where attractive.
•Setting a long-term net leverage target of 2-3x Net Debt to Adjusted EBITDA. This range balances financial flexibility, investment capacity and efficient use of capital while maintaining a strong balance sheet.
•Returning capital to shareholders, beginning with a $100M share repurchase authorization. This amount represents approximately 5% of the Company’s market capitalization.
“Driven’s free cash flow profile and balance sheet create a strong foundation for the Company to execute its capital allocation priorities,” said Mike Diamond, EVP and Chief Financial Officer. “This initial authorization demonstrates our commitment to returning capital to shareholders while continuing to invest in Take 5.”
The Board of Directors has authorized the Company to repurchase up to $100 million of its outstanding common stock from time to time, by means of open-market purchases through any method or program, including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. Any purchases will be funded from available cash balances and ongoing cash flows and will be made subject to market and economic conditions. The Company is not obligated to make any repurchases and may discontinue the program at any time. The authorization has no stated expiration date.
As previously announced, the Company will participate in the Goldman Sachs Global Consumer and Retail Conference in New York. The Company's fireside chat is scheduled to begin at 2:05 p.m. ET on Tuesday, September 15, 2026.


The fireside chat will be webcast live from the Company's Investor Relations website at investors.drivenbrands.com on the Events & Presentations page. It will also be available for replay on the Company's Investor Relations site for at least 30 days.

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®. As of the end of fiscal year 2025, Driven Brands had over 4,200 locations across the U.S. and Canada, and services tens of millions of vehicles annually. Driven Brands’ network generated approximately $1.9 billion in annual revenue from approximately $6.1 billion in system-wide sales.
Disclosure Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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, financial targets, projected costs, prospects, plans, objectives of management, capital allocation strategy, share repurchases, impact of accounting standards and outlook, impairments, and expected market growth are “forward-looking statements” for the purposes of federal and state securities laws, including, among other things, any statements relating to: (i) the current geopolitical environment, including the impact, both direct and indirect, of global conflicts, government actions, such as proposed and enacted tariffs and governmental shutdowns; (ii) our strategy, outlook, and growth prospects; (iii) our operational and financial targets, dividend policy, and capital allocation strategy; (iv) general economic trends and trends in our industry and markets; (v) the risks and costs associated with the integration of, and/or ability to integrate, our stores and business units successfully; (vi) our internal control over financial reporting; (vii) the proper application of generally accepted accounting principles in the preparation of our financial statements, which are highly complex and involve many subjective assumptions, estimates, and judgments; and (viii) the competitive environment in which we operate; and (ix) potential post-closing obligations and liabilities relating to the sale of our car wash businesses. Forward-looking statements may include, among others, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or any other similar words.
Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results or outcomes could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, many of which are beyond our control. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in or implied


by our forward-looking statements include the following: our ability to compete with other businesses in the automotive aftermarket industries; advances and changes in automotive technology; changes in consumer preferences, perceptions, and spending patterns; changes in general economic conditions and the geographic concentration of our locations; our ability to timely recruit and retain qualified accounting personnel; the need to rely on third-party service providers, which could result in significant costs; diversion of management’s time, attention and resources from strategic matters due to remediation efforts related to the material weaknesses in our internal control over financial reporting and disclosure controls and procedures; our inability to maintain an effective system of internal controls; our inability to remediate the material weaknesses in our internal control over financial reporting and disclosure controls and procedures or additional material weaknesses or other deficiencies in the future; the restatement of certain of our previously issued consolidated financial statements; the adverse effect of litigation; the risks and uncertainties, as they may be amended from time to time, set forth in our filings with the U.S. Securities and Exchange Commission, including our most recently filed Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.
There may be other factors not presently known to us or which we currently consider to be immaterial that could cause our actual results to differ materially from those projected in any forward-looking statements we make.
Forward-looking statements made in this release speak only as of the date hereof. We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
Contacts
Shareholder/Analyst inquiries:
Steve Alexander
Stephen.Alexander@drivenbrands.com
(972) 467-6180
Media inquiries:
Krista Busada
Krista.Busada@drivenbrands.com
(704) 644-8129


Source: View Original Filing on SEC EDGAR

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