Driven Brands (NASDAQ: DRVN) CLO logs tax-withholding share dispositions from RSU vesting

Rhea-AI Filing Summary

Driven Brands Holdings Inc. Chief Legal Officer Scott L. O'Melia reported two tax-withholding dispositions of common stock related to vesting restricted stock units. On February 27, 4,072 shares were withheld at $11.00 per share, and on February 28, 1,383 shares were withheld at $11.00 per share to cover tax obligations. After these automatic withholdings authorized under the award agreements, O'Melia directly owned 321,489 common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider O'Melia Scott L.

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,383	$11.00	$15K
Tax Withholding	Common Stock	4,072	$11.00	$45K

Holdings After Transaction: Common Stock — 321,489 shares (Direct)

Footnotes (1)

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. 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.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

O'Melia Scott L.

(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)
	Chief Legal 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)		4,072	D	$11	322,872	D
Common Stock	02/28/2026		F(2)		1,383	D	$11	321,489	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 Chief Legal Officer Scott O'Melia report?

Scott O'Melia reported two tax-withholding dispositions of Driven Brands common stock. A total of 4,072 shares were withheld on February 27 and 1,383 shares on February 28 at $11.00 per share, tied to vesting restricted stock units.

Were the DRVN insider transactions open-market sales or tax withholdings?

The transactions were tax-withholding dispositions, not open-market sales. Shares were automatically withheld by Driven Brands to satisfy Scott O'Melia’s tax obligations upon vesting of restricted stock units granted in 2023 and 2024 under award agreements.

How many DRVN shares were withheld for Scott O'Melia’s taxes and at what price?

Driven Brands withheld 4,072 shares on February 27 and 1,383 shares on February 28 from Scott O'Melia. Both withholdings were priced at $11.00 per share, reflecting automatic dispositions to cover tax obligations on vesting restricted stock units.

How many Driven Brands shares does Scott O'Melia own after these transactions?

After the reported tax-withholding dispositions, Scott O'Melia directly owned 321,489 shares of Driven Brands common stock. This figure reflects his remaining direct holdings following the automatic withholdings related to restricted stock unit vesting events.

What awards triggered the DRVN tax-withholding dispositions for Scott O'Melia?

The tax-withholding dispositions were triggered by vesting of restricted stock units. One award was granted on February 28, 2023, and the other on February 27, 2024, with the applicable award agreements authorizing automatic share withholding to satisfy related tax obligations.

Does the DRVN Form 4 indicate any insider purchases or open-market sales?

The Form 4 shows only tax-withholding dispositions, not purchases or open-market sales. Both transactions used code “F,” indicating payment of tax liability by delivering securities as part of restricted stock unit vesting, rather than discretionary trading activity.