Driven Brands (NASDAQ: DRVN) director has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Driven Brands Holdings Inc. director Jonathan G. Fitzpatrick reported two automatic share dispositions related to tax withholding on vested restricted stock units. On February 27, 2026, the issuer withheld 10,779 shares of common stock at $11.00 per share. On February 28, 2026, the issuer withheld an additional 4,738 shares at $11.00 per share. After these tax-withholding transactions, Fitzpatrick directly owned 2,263,936 shares of Driven Brands common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fitzpatrick Jonathan G.

(Last) (First) (Middle)

440 SOUTH CHURCH STREET, SUITE 700

(Street)

CHARLOTTE NC 28202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Driven Brands Holdings Inc. [ DRVN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/27/2026		F(1)		10,779	D	$11	2,268,674	D
Common Stock	02/28/2026		F(2)		4,738	D	$11	2,263,936	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock units granted on February 27, 2024. This is authorized in the applicable restricted stock award agreement.

2. Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock units granted on February 28, 2023. This is authorized in the applicable restricted stock award agreement.

Remarks:

	/s/ Scott O'Melia, Attorney-In-Fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did DRVN director Jonathan Fitzpatrick report?

Jonathan Fitzpatrick reported two automatic share dispositions for tax withholding. The issuer withheld 10,779 shares on February 27, 2026, and 4,738 shares on February 28, 2026, both at $11.00 per share, tied to vesting restricted stock units.

Were Jonathan Fitzpatrick’s DRVN share transactions open-market sales?

No, the transactions were not open-market sales. They were automatic withholdings by Driven Brands to satisfy Fitzpatrick’s tax obligations on vested restricted stock units granted in 2023 and 2024, as authorized by the relevant restricted stock award agreements.

How many Driven Brands shares were withheld for Jonathan Fitzpatrick’s taxes?

A total of 15,517 Driven Brands common shares were withheld for taxes. This included 10,779 shares on February 27, 2026, and 4,738 shares on February 28, 2026, each withheld at a price of $11.00 per share.

What does transaction code F mean in the DRVN insider filing?

Transaction code F indicates shares delivered to pay an exercise price or tax liability. In this case, Driven Brands automatically withheld common shares from Jonathan Fitzpatrick to cover his tax obligations arising from the vesting of restricted stock units in 2023 and 2024.

How many DRVN shares does Jonathan Fitzpatrick hold after these transactions?

After the reported tax-withholding dispositions, Jonathan Fitzpatrick directly held 2,263,936 shares of Driven Brands common stock. This figure reflects his position following the automatic share withholdings associated with the vesting of his restricted stock unit awards.

Why were DRVN shares withheld from Jonathan Fitzpatrick on two consecutive days?

Shares were withheld on consecutive days because they related to separate restricted stock unit grants. The February 27, 2026 withholding tied to RSUs granted February 27, 2024, while the February 28, 2026 withholding related to RSUs granted February 28, 2023.