Driven Brands (DRVN) COO reports RSU-related tax share withholdings

Rhea-AI Filing Summary

Driven Brands Holdings Inc. executive Khalid Muhammad, EVP and Chief Operating Officer, reported automatic tax-related share withholdings tied to restricted stock unit vesting. On February 27, he disposed of 3,432 shares of common stock at $11 per share through a tax-withholding disposition, leaving 163,025 shares directly held. On February 28, an additional 1,187 shares were withheld at $11 per share for taxes, leaving him with 161,838 directly owned shares. Footnotes explain that these transactions represent issuer-withheld shares to satisfy tax obligations on RSUs granted on February 28, 2023 and February 27, 2024, rather than open-market sales.

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^*

Khalid Muhammad

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Operating Officer

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)		3,432	D	$11	163,025	D
Common Stock	02/28/2026		F(2)		1,187	D	$11	161,838	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 did Driven Brands (DRVN) executive Khalid Muhammad report in this Form 4?

Khalid Muhammad reported two tax-withholding dispositions of Driven Brands common stock. On February 27 and 28, shares were automatically withheld to cover tax obligations from restricted stock unit vesting, rather than sold in open-market transactions.

How many Driven Brands (DRVN) shares were withheld for taxes in these transactions?

A total of 3,432 shares were withheld on February 27 and 1,187 shares on February 28. Both were processed at a price of $11 per share to satisfy tax liabilities associated with previously granted restricted stock units.

How many Driven Brands (DRVN) shares does Khalid Muhammad own after these tax withholdings?

After the February 27 tax-withholding disposition, Khalid Muhammad directly held 163,025 Driven Brands shares. Following the February 28 withholding transaction, his direct ownership stood at 161,838 common shares, as disclosed in the Form 4 filing.

Were these Driven Brands (DRVN) transactions open-market sales by the COO?

No, these transactions were not open-market sales. The Form 4 and footnotes state they were automatic withholdings by Driven Brands to satisfy Khalid Muhammad’s tax obligations on vesting restricted stock units granted in 2023 and 2024.

What is the transaction code "F" shown in the Driven Brands (DRVN) Form 4?

The transaction code “F” indicates payment of an exercise price or tax liability by delivering securities. Here, it reflects issuer-withheld Driven Brands shares to cover Khalid Muhammad’s tax obligations when his restricted stock units vested.