v3.26.1
Equity Agreements and Incentive Equity Plan
12 Months Ended
Dec. 27, 2025
Equity [Abstract]  
Equity Agreements and Incentive Equity Plan Equity Agreements and Incentive Equity Plan
All activity and amounts reported in this footnote include both continuing and discontinued operations, unless otherwise noted. For information relating to the divestiture of the Company’s car wash businesses, refer to Note 18.
On April 17, 2015, Driven Investor LLC (“Parent”) established the Driven Investor LLC Incentive Equity Plan (the “Equity Plan”). The Equity Plan, among other things, established the ownership of certain membership units in the Parent and defined the distribution rights and allocations of profits and losses associated with those membership units. Additionally, the Equity Plan calls for certain restrictions regarding transfers of units, corporate governance, and Board of Director representation.

In April 2015, the Parent established certain profits interest units as part of the award agreements (the “Award Agreements”) granted pursuant to the Equity Plan. The Award Agreements provide for grants of certain profits interest units (“Profits Interest
Units”) to employees, directors, or consultants of the Parent and subsidiaries. For both the Profits Interest Time Units and Profits Interest Performance Units, if the grantee’s continuous service terminated for any reason, the grantee forfeits all right, title, and interest in and to any unvested units as of the date of such termination, unless the grantee’s continuous service period is terminated by the Company without cause within the six-month period prior to the date of consummation of the change in control and the other vesting criteria are achieved as a result. In addition, the grantee forfeits all right, title, and interest in and to any vested units if the grantee was terminated for cause, breaches any post-termination covenants, or fails to execute any general release required to be executed.

On January 6, 2021, the Company’s Board of Directors approved the 2021 Omnibus Incentive Plan (as amended, the “Plan”) and, effective January 14, 2021, the Company’s shareholders adopted and approved the Plan. At the adoption of the Plan, the maximum number of shares of common stock available for issuance under the Plan were 12,533,984 shares. In conjunction with the closing of the IPO, the Company’s Board granted awards under the Plan to certain of the Company’s employees, representing an aggregate of 5,582,522 shares of common stock. On May 9, 2024, the Company’s shareholders approved a proposal to amend and restate the Plan to increase the number of shares available for issuance by 10,000,000 shares of Common Stock. The Plan provides for the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units, other share-based awards, other cash-based awards, or any combination of the foregoing to current and prospective employees and directors of, and consultants and advisors to, the Company and its affiliates.
The Company recognized share-based compensation expense of $32 million, $52 million, and $20 million for the years ended December 27, 2025, December 28, 2024, and December 30, 2023, respectively.
Profits Interest Units
Prior to IPO, the Parent’s equity awards included Profits Interest Units as noted above. There were two forms of Profits Interest Units - Time Units and Performance Units. Time Units generally vested in five installments of 20% on each of the first five anniversaries of the grant date or vesting date, provided that the employee remained in continuous service on each vesting date. The Time Units were exchanged for time-based restricted stock awards in connection with the IPO, all of which are vested as of December 27, 2025. In addition, the Company granted time-based and performance-based options in connection with the IPO to certain employees with Profit Interests (each an “IPO Option”). The exchange of Time Units for time-based restricted stock awards did not require modification accounting.
The Performance Units are eligible to vest immediately prior to the effective date of a consummated sale transaction or qualified public offering, including the IPO (a “Liquidity Event”) and the achievement of the other vesting criteria. No vesting occurred as a result of the IPO as the other vesting criteria were not achieved. In connection with the IPO, the Performance Units were exchanged for performance-based restricted stock awards. Employees who received IPO Options had the same vesting conditions for the performance-based portion of the IPO Options as the performance-based restricted stock awards.
In October 2023, the Company converted 2,963,829 performance-based restricted stock awards to time-based restricted stock awards that vested in full on April 30, 2025, subject to a continuous service requirement through the vesting date.
Unvested Time AwardsWeighted Average Grant Date Fair Value, per unitUnvested Performance AwardsWeighted Average Grant Date Fair Value, per unit
Outstanding as of December 31, 2022
289,669 $13.76 4,015,749 $15.84 
Modifications2,963,829 11.15 (2,963,829)15.94 
Forfeited/Cancelled(53,865)12.74 (251,895)12.86 
Vested(96,542)12.97 — — 
Outstanding as of December 30, 2023
3,103,091 $11.31 800,025 $16.22 
Forfeited/Cancelled(31,078)12.40 (421,292)16.55 
Vested(70,611)14.16 — — 
Outstanding as of December 28, 2024
3,001,402 $11.23 378,733 $15.85 
Forfeited/Cancelled(5,608)11.15 — — 
Vested(2,995,794)11.22 — — 
Outstanding as of December 27, 2025
— $— 378,733 $15.85 
There was no unrecognized compensation expense related to the time-based restricted stock awards at December 27, 2025.
There was $5 million of unrecognized compensation expense related to the performance-based restricted stock awards at December 27, 2025. No compensation costs were recognized for the performance-based restricted stock awards in the presented years given the performance criteria was not met or probable. Certain former employees continue to hold performance-based awards as of December 27, 2025.
Restricted Stock Units and Performance Stock Units
The Company has issued restricted stock units (“RSUs”) and performance stock units (“PSUs”). These awards are eligible to vest provided that the employee remains in continuous service on each vesting date. RSUs typically vest ratably over a period of one to three years from the grant date. The PSUs generally vest after a three-year performance period. The number of PSUs that vest is contingent on the Company achieving certain performance goals specified in the award agreement, typically, one goal is a performance condition and the other is a market condition. The number of PSU shares that vest may range from 0% to 200% of the original grant, based upon the level of performance. Certain awards are considered probable of meeting vesting requirements, and therefore, the Company has started recognizing expense. For both RSUs and PSUs, the award agreements provide that if the grantee’s continuous service terminates for any reason, the grantee shall forfeit all right, title, and interest in any unvested units as of the termination date.
For RSUs and PSUs with a performance condition, the grant date fair value is based upon the market price of the Company’s common stock on the date of the grant. For PSUs with a market condition, the Company estimates the grant date fair value using the Monte Carlo valuation model. For all PSUs, the Company reassesses the probability of the achievement of the performance condition at each reporting period.
The range of assumptions used for issued PSUs with a market condition valued using the Monte Carlo model were as follows:
For the Year Ended
December 27, 2025December 28, 2024December 30, 2023
Annual dividend yield—%—%—%
Expected term (years)
2.3-2.8
2.4-2.8
2.6-2.8
Risk-free interest rate
3.47%-3.89%
3.89%-4.65%
3.65%-4.51%
Expected volatility
48.2%-51.7%
49.2%-54.1%
37.9%-38.8%
Correlation to the index peer group
36.5%-41.4%
42.6%-49.2%
60.2%-60.3%
There was approximately $21 million of total unrecognized compensation cost related to the unvested RSUs at December 27, 2025, which is expected to be recognized over a weighted-average vesting period of 1.7 years. In addition, there was approximately $21 million of total unrecognized compensation cost related to the unvested PSUs, which is expected to be recognized over a weighted-average vesting period of 2.0 years.
The following are the restricted stock units and performance stock units granted:
Unvested Time UnitsWeighted Average Grant Date Fair Value, per unitUnvested Performance UnitsWeighted Average Grant Date Fair Value, per unit
Balance as of December 31, 2022
321,603 $27.49 549,760 $31.13 
Granted716,904 20.29 647,359 30.54 
Forfeited/Cancelled(126,822)27.87 (283,131)31.06 
Performance achievement(1)
— — 13,808 24.69 
Vested(105,149)27.31 (82,848)24.69 
Balance as of December 30, 2023
806,536 $21.07 844,948 $31.24 
Granted1,580,185 13.91 1,215,468 15.62 
Forfeited/Cancelled(304,462)16.91 (492,192)26.38 
Vested(279,525)21.09 (111,547)32.20 
Balance as of December 28, 2024
1,802,734 $15.27 1,456,677 $19.58 
Granted1,131,049 16.32 1,212,499 19.61 
Forfeited/Cancelled(232,561)15.53 (505,724)24.04 
Vested(771,487)16.01 (111,550)30.97 
Balance as of December 27, 2025
1,929,735 $15.62 2,051,902 $19.60 
(1) Reflects the number of awards achieved above target levels for shares vested in the period.
Stock Options
The Company has issued stock options, which vest provided that the employee remains in continuous service on the vesting date. The stock options were granted at the stock price of the Company on the grant date and permit the holder to exercise them for 10 years from the grant date.
In October 2023, the Company converted 2,438,643 performance-based options to time-based awards that vested in full on April 30, 2025, subject to a continuous service requirement through the vesting date.
The fair value of all time-based units granted or modified was estimated using a Black-Scholes option pricing model using the following weighted-average assumptions for fiscal 2023:
For the Year Ended
December 30, 2023
Annual dividend yield—%
Weighted-average expected life (years)6.5
Risk-free interest rate4.82%
Expected volatility49.8%
The expected term of the incentive units is based on evaluations of historical and expected future employee behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. Volatility is based on the historical volatility of guideline public entities that are similar to the Company, as the Company did not have sufficient historical transactions of its own shares to calculate expected volatility. The Company does not intend to pay dividends or distributions in the future.
The following are the stock options granted:
Time Based Stock Options OutstandingWeighted Average Exercise Price Performance Based Stock Options OutstandingWeighted Average Exercise Price
Outstanding as of December 31, 2022
3,593,329 $26.79 3,278,936 $22.00 
Modified2,438,643 4.15 (2,438,643)7.32 
Forfeited/Cancelled(448,028)16.01 (553,038)7.14 
Exercised(270,376)22.00 — — 
Outstanding as of December 30, 2023
5,313,568 $17.64 287,255 $7.53 
Forfeited/Cancelled(130,740)22.00 (287,255)7.53 
Outstanding as of December 28, 2024
5,182,828 $17.59 — $— 
Forfeited/Cancelled(673,545)25.08 — — 
Outstanding as of December 27, 2025
4,509,283 $24.77 — $— 
Exercisable as of December 27, 2025
4,509,283 $24.77 — $— 
There was less than $1 million of total unrecognized compensation cost related to the unvested stock options at December 27, 2025.
For the years ended December 27, 2025, December 28, 2024, and December 30, 2023, no compensation cost was recognized for the performance-based stock options given the performance criteria was not met or probable.
Employee Stock Purchase Plan
On January 6, 2021, the Company’s Board of Directors approved the Employee Stock Purchase Plan (the “ESPP”) and effective January 14, 2021, the Company’s shareholders adopted and approved the ESPP. The ESPP provide employees of certain designated subsidiaries of the Company with an opportunity to purchase the Company’s common stock at a discount, subject to certain limitations set forth in the ESPP. The ESPP plan authorized the issuance of 1,790,569 shares of the Company’s common stock. Total ESPP contributions were $1 million for each of the years ended December 27, 2025, December 28, 2024, and December 30, 2023 and 76,605, 73,196, and 82,546 shares of common stock were purchased in each of the respective periods.