[Form 4] Driven Brands Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Driven Brands Holdings Inc. (DRVN) disclosed a routine insider tax-withholding related to restricted stock units held by Chief Financial Officer Diamond Michael Fisher. On 08/07/2025 the issuer automatically withheld 11,419 shares to satisfy the reporting person's tax obligation for RSUs granted on 08/07/2024, with an indicated price of $16.62 per share.

Following the withholding the reporting person beneficially owned 155,794 shares directly. The filing states the withholding was authorized by the restricted stock award agreement and was reported via attorney-in-fact; it documents an administrative compensation settlement rather than an open-market sale.

Insights

Securities Analyst

TL;DR: Routine RSU tax withholding by the CFO; negligible market impact and reflects normal executive compensation settlement.

The Form 4 reports an issuer-authorized withholding of 11,419 shares to cover tax obligations from RSUs vested on 08/07/2024, recorded at $16.62 per share. Because this is a withholding to satisfy tax liabilities (transaction code F) rather than a sale, it is unlikely to affect free float or indicate insider disposition intent. The reporting person's direct beneficial ownership after the transaction is 155,794 shares, which should be monitored only for ownership concentration if future transactions occur.

Corporate Governance Expert

TL;DR: Transparent reporting of executive RSU tax withholding; demonstrates compliance with award terms and Section 16 disclosure requirements.

The filing explicitly states the withholding was authorized under the restricted stock award agreement and was executed to satisfy tax obligations associated with vesting. This is standard practice for equity compensation plans and signals procedural compliance rather than any governance concern. The use of an attorney-in-fact for filing is an administrative detail; no additional governance issues or material corporate events are disclosed.

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^*

Diamond Michael Fisher

(Last) (First) (Middle)

440 SOUTH CHURCH STREET, SUITE 700

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

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	08/07/2025		F(1)		11,419	D	$16.62	155,794	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 August 7, 2024. This is authorized in the applicable restricted stock award agreement.

	/s/ Scott O'Melia, Attorney in Fact	08/11/2025
	** 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 transaction was reported for Driven Brands (DRVN)?

The Form 4 reports that CFO Diamond Michael Fisher had 11,419 shares withheld on 08/07/2025 to satisfy taxes on vested RSUs granted on 08/07/2024; the filing notes a per-share figure of $16.62 and shows 155,794 shares beneficially owned after the withholding.

Why were shares withheld in the DRVN Form 4?

The filing states the withholding was an automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with RSU vesting, authorized in the restricted stock award agreement.

Was this transaction an open-market sale?

No. The transaction is coded as a withholding to cover taxes (transaction code F) and is described as an administrative settlement of RSU tax obligations, not an open-market sale.

How many DRVN shares does Diamond Michael Fisher beneficially own after the transaction?

The Form 4 reports 155,794 shares beneficially owned directly following the withholding.

Does this Form 4 indicate a material change for investors in DRVN?

The filing documents a routine tax-withholding related to vested RSUs and does not disclose any other material transactions or events beyond that administrative compensation settlement.