Driven Brands (DRVN) SVP Fondell has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Driven Brands Holdings Inc. executive Rebecca Fondell, SVP & Chief Accounting Officer, reported a routine tax-related share disposition. On May 9, 2026, the issuer automatically withheld 2,863 shares of common stock at $13.41 per share to cover her tax obligations from vesting restricted stock units. After this withholding, she directly holds 26,204 shares of Driven Brands common stock. This event reflects compensation-related tax settlement rather than an open-market stock sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fondell Rebecca

Role SVP & Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,863	$13.41	$38K

Holdings After Transaction: Common Stock — 26,204 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares withheld for taxes: 2,863 shares Withholding price per share: $13.41 per share Shares held after transaction: 26,204 shares

3 metrics

Shares withheld for taxes 2,863 shares Automatic withholding on May 9, 2026 for RSU vesting

Withholding price per share $13.41 per share Value used for tax-withholding disposition on May 9, 2026

Shares held after transaction 26,204 shares Direct ownership by Rebecca Fondell following withholding

Key Terms

restricted stock units, tax-withholding disposition, automatic withholding

3 terms

restricted stock units financial

"associated with the vesting of restricted stock units granted on May 9, 2026"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for code F"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

automatic withholding financial

"Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation"

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^*

Fondell Rebecca

(Last) (First) (Middle)

440 SOUTH CHURCH STREET, SUITE 700

(Street)

CHARLOTTE NORTH CAROLINA 28202

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	SVP & Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2026

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

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

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

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	05/09/2026		F(1)		2,863	D	$13.41	26,204	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 May 9, 2026. This is authorized in the applicable restricted stock award agreement.

Remarks:

	/s/ Scott O'Melia, Attorney-In-Fact	05/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Driven Brands (DRVN) report for Rebecca Fondell?

Driven Brands reported an automatic tax-withholding disposition for SVP & Chief Accounting Officer Rebecca Fondell. On May 9, 2026, 2,863 common shares were withheld by the issuer to satisfy tax obligations tied to vesting restricted stock units, not an open-market sale.

How many Driven Brands (DRVN) shares were withheld for taxes in this Form 4?

The Form 4 shows 2,863 Driven Brands common shares withheld at $13.41 per share. These shares were automatically retained by the company to pay Rebecca Fondell’s tax liability from vesting restricted stock units granted on May 9, 2026.

How many Driven Brands (DRVN) shares does Rebecca Fondell hold after this transaction?

After the tax-withholding transaction, Rebecca Fondell directly holds 26,204 Driven Brands common shares. This figure represents her remaining direct ownership following the automatic share withholding related to the vesting of restricted stock units on May 9, 2026.

Was the Driven Brands (DRVN) Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. It was coded as an F transaction, representing automatic withholding of 2,863 shares by Driven Brands to cover Rebecca Fondell’s tax obligation from vesting restricted stock units, as authorized in her award agreement.

What triggered the tax-withholding share disposition for Driven Brands (DRVN)?

The disposition was triggered by the vesting of restricted stock units granted to Rebecca Fondell on May 9, 2026. To satisfy the resulting tax obligation, Driven Brands automatically withheld 2,863 common shares in accordance with the terms of her restricted stock award agreement.