Driven Brands (NASDAQ: DRVN) flagged by Nasdaq for delayed Q1 2026 10‑Q filing
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Driven Brands Holdings Inc. disclosed that it received a Nasdaq notice on June 1, 2026 stating it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because its Form 10‑Q for the quarter ended March 28, 2026 has not been filed.
The delay stems from a restatement of prior financial statements and the related late filing of its 2025 Form 10‑K, which was filed on May 19, 2026. The notice has no immediate effect on the listing or trading of the company’s common stock.
Driven Brands has 60 days, until July 31, 2026, to submit a compliance plan, and Nasdaq may allow up to November 25, 2026 for the company to regain compliance. Management states it is working to complete the Form 10‑Q as soon as practicable.
Positive
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Negative
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Insights
Nasdaq noncompliance notice adds listing risk tied to delayed 10‑Q.
Driven Brands is currently out of compliance with Nasdaq’s timely filing rule because its Q1 2026 Form 10‑Q is late, following a financial statement restatement and delayed 2025 Form 10‑K. The notice itself does not immediately affect trading.
The company has until July 31, 2026 to submit a compliance plan, and Nasdaq may extend the cure period to November 25, 2026. Actual outcomes will depend on filing the 10‑Q and Nasdaq’s decisions on any plan.
From an investor perspective, the key questions are how quickly the 10‑Q is filed and whether any additional issues arise from the restatement process. Subsequent company filings and Nasdaq communications will clarify the path back to full listing compliance.
8-K Event Classification
3 items: 3.01, 7.01, 9.01
3 items
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Securities
The company received a delisting notice or transferred its listing to a different exchange.
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
Compliance plan deadline: July 31, 2026
Maximum cure period end: November 25, 2026
Annual revenue: $1.9 billion
+3 more
6 metrics
Compliance plan deadline
July 31, 2026
60 days after Nasdaq notice to submit plan
Maximum cure period end
November 25, 2026
Up to 180 days to regain compliance
Annual revenue
$1.9 billion
Driven Brands network revenue, fiscal year 2025
System-wide sales
$6.1 billion
System-wide sales for fiscal year 2025
Locations
Over 4,200 locations
U.S. and Canada, end of fiscal 2025
Notice date
June 1, 2026
Date Nasdaq noncompliance notice was received
Key Terms
Nasdaq Listing Rule 5250(c)(1), Form 12b-25, restatement, system-wide sales, +1 more
5 terms
Nasdaq Listing Rule 5250(c)(1) regulatory
"indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1)"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
Form 12b-25 regulatory
"As previously disclosed in a Form 12b-25 Notification of Late Filing"
Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.
restatement financial
"delayed as a result of the restatement of previously issued financial statements"
A restatement is a company’s formal correction of previously released financial reports when errors or omissions are discovered, similar to fixing a report card after finding mistakes in the scores. It matters to investors because it can change past performance figures, alter valuation or earnings trends, and signal weaknesses in accounting controls or management oversight, which may affect confidence and the stock’s perceived risk.
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.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995."
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.
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): June 1, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in a Form 12b-25 Notification of Late Filing (the “Form 12b-25”) filed by the Company on May 8, 2026, the Company is delayed in filing its Quarterly Report on Form 10-Q for the quarter ended March 28, 2026 (the “1Q2026 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”).
On June 1, 2026, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the Company’s delay in filing its 1Q2026 10-Q, the Company is not currently in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC. The Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Select Market.
In accordance with Nasdaq’s listing rules, the Company has 60 calendar days after the Notice, or until July 31, 2026, to submit a plan of compliance to Nasdaq addressing how the Company intends to regain compliance with Nasdaq’s listing rules. Pursuant to the Notice, Nasdaq has the discretion to grant the Company up to 180 calendar days from date of the Notice, or November 25, 2026, to regain compliance. The Company intends to take the necessary steps to regain compliance with Nasdaq’s listing rules.
As previously disclosed in the Form 12b-25, the filing of the 1Q2026 10-Q was delayed as a result of the restatement of previously issued financial statements and related delay in the filing of the Company’s Form 10-K for the year ended December 27, 2025 (the “2025 10-K”).
Nasdaq previously delivered a notice to the Company on April 15, 2026 notifying the Company that, as a result of the delay in filing its 2025 10-K, the Company was not in compliance with the Rule. The Company filed the 2025 10-K with the SEC on May 19, 2026. On May 29, 2026, Nasdaq delivered a notice to the Company indicating that as a result of the filing of the 2025 10-K on May 19, 2026, the Company returned to compliance with the Rule.
The Company continues to work diligently to complete and file the 1Q2026 10-Q and expects to file it as soon as reasonably practicable.
Forward Looking Statements
The disclosure set forth in this Item 3.01 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 1Q2026 10-Q. 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, uncertainties about the timing of the Company’s submission of a compliance plan, Nasdaq’s acceptance of any such plan, the duration of any extension that may be granted by Nasdaq, the risk that the Company will be unable to meet Nasdaq’s continued listing requirements. 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 7.01. Regulation FD Disclosure.
On June 5, 2026, the Company issued a press release disclosing the receipt of the Notice. A copy of the press release is being furnished herewith as Exhibit 99.1.
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 | Press Release, dated June 5, 2026, announcing receipt of Nasdaq Notice | |||||||
| 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: June 5, 2026 | By: | /s/ Scott O’Melia | |||||||||||||||
| Name: | Scott O’Melia | ||||||||||||||||
| Title: | Executive Vice President, Chief Legal Officer, and Secretary | ||||||||||||||||
Driven Brands Receives Expected Nasdaq Notice Related to Delayed Q1 2026 Form 10-Q Filing CHARLOTTE, N.C., (BUSINESS WIRE) June 5, 2026 -- Driven Brands Holdings Inc. (NASDAQ: DRVN) (“Driven Brands” or the “Company”) today announced that it received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) on June 1, 2026, indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) due to the delayed filing of its Quarterly Report on Form 10-Q for the period ended March 28, 2026 (the “2026 Form 10-Q”) with the Securities and Exchange Commission (the “SEC”). The Listing Rule requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC. The 2026 Form 10-Q filing delay is related to the previously announced restatement of the Company’s prior period financial statements and the associated delay in filing its 2025 Form 10-K, which was filed on May 19, 2026. The Notice from Nasdaq is standard practice in the event of a delayed periodic financial report filing and has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq. In accordance with Nasdaq’s listing rules, the Company has 60 calendar days after the Notice, or until July 31, 2026, to submit a plan of compliance to Nasdaq addressing how the Company intends to regain compliance with the Listing Rule. Pursuant to the Notice, Nasdaq has the discretion to grant the Company up to 180 calendar days from the 2026 Form 10-Q’s due date, or November 25, 2026, for the Company to regain compliance with the Listing Rule. The Company is working to complete its financial reporting and currently expects to file the 2026 Form 10-Q as soon as practicable. 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 the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or
comparable terminology. All statements other than statements of historical facts contained in this press release are forward-looking statements. In particular, forward-looking statements include, among other things, statements relating to our beliefs and expectations relating to the timing of the filing of the 2026 Form 10-Q. 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, uncertainties about the timing of the Company’s submission of a compliance plan, Nasdaq’s acceptance of any such plan, the duration of any extension that may be granted by Nasdaq, the risk that the Company will be unable to meet Nasdaq’s continued listing requirements. 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. 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: Michelle Appleyard michelle.appleyard@drivenbrands.com (704) 644-8129
FAQ
Why did Driven Brands (DRVN) receive a Nasdaq noncompliance notice?
Driven Brands received the notice because its Q1 2026 Form 10‑Q is late. Nasdaq Listing Rule 5250(c)(1) requires timely filing of periodic reports. The delay is tied to a restatement of prior financial statements and the associated late filing of the 2025 Form 10‑K.
Does the Nasdaq notice immediately affect Driven Brands stock listing?
The Nasdaq notice has no immediate effect on Driven Brands’ listing or trading. The company’s common stock continues to trade on the Nasdaq Global Select Market while it works to file the Q1 2026 Form 10‑Q and regain listing rule compliance.
How long does Driven Brands have to regain Nasdaq compliance?
Driven Brands has a structured cure timeline under Nasdaq rules. It has 60 days from the June 1, 2026 notice, until July 31, 2026, to submit a compliance plan, and Nasdaq may allow up to November 25, 2026 to regain compliance.
What caused Driven Brands’ delay in filing the Q1 2026 Form 10‑Q?
The Q1 2026 Form 10‑Q delay stems from a prior restatement. Management cites the restatement of previously issued financial statements and the resulting delay in filing the 2025 Form 10‑K, which was ultimately filed on May 19, 2026.
Is Driven Brands working to file the delayed 2026 Form 10‑Q?
Yes, Driven Brands states it is working to complete the filing. The company says it is diligently completing its financial reporting and currently expects to file the 2026 Form 10‑Q as soon as reasonably practicable to address the Nasdaq compliance issue.
What scale is Driven Brands’ business as of fiscal 2025?
Driven Brands operates a large automotive services network in North America. As of fiscal 2025, it had 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.