

	2025
	Q1		Q2		Q3		Q4
(in thousands)	As Restated and Recast		As Restated and Recast		As Restated and Recast
Net revenues	$	447,612	$	475,213	$	479,511	$	460,102
Operating expenses	392,855		428,164		428,404		381,905
Operating income	54,757		47,049		51,107		78,197
Net income from continuing operations	13,508		16,432		61,416		40,717
Gain (loss) on sale of discontinued operations, net of tax	—		38,948		—		(3,196)
Loss from discontinued operations, net of tax	(3,582)		(1,336)		(6,408)		(16,337)
Net income	$	9,926	$	54,044	$	55,008	$	21,184
Net diluted earnings per share from continuing operations	$	0.08	$	0.10	$	0.37	$	0.25
Net diluted (loss) earnings per share from discontinued operations	(0.02)		0.23		(0.04)		(0.12)
Net diluted earnings per share	$	0.06	$	0.33	$	0.33	$	0.13



	2024
	Q1		Q2		Q3		Q4
(in thousands)	As Restated and Recast		As Restated and Recast		As Restated and Recast		As Restated and Recast
Net revenues	$	425,431	$	454,524	$	445,315	$	427,206
Operating expenses	361,949		382,171		397,126		411,411
Operating income	63,482		72,353		48,189		15,795
Net income (loss) from continuing operations	9,580		22,590		(11,363)		(20,261)

Loss from discontinued operations, net of tax	(3,640)		(964)		(6,843)		(286,552)
Net income (loss)	$	5,940	$	21,626	$	(18,206)	$	(306,813)
Net diluted earnings (loss) per share from continuing operations	$	0.06	$	0.14	$	(0.07)	$	(0.13)
Net diluted loss per share from discontinued operations	(0.02)		(0.01)		(0.04)		(1.79)
Net diluted earnings (loss) per share	$	0.04	$	0.13	$	(0.11)	$	(1.92)

(Unaudited)


	Three Months Ended March 29, 2025
(in thousands, except per share amounts)	As Previously Reported		Restatement Impacts		As Restated		Discontinued Operations Reclassification Impacts		As Restated and Recast
Net revenue:
Franchise royalties and fees	$	44,710	$	—	$	44,710	$	—	$	44,710
Company-operated store sales	314,131		—		314,131		—		314,131
Independently-operated store sales	66,640		—		66,640		(66,640)		—
Advertising contributions	25,325		—		25,325		—		25,325
Supply and other revenue	65,357		(525)		64,832		(1,386)		63,446
Total net revenue	516,163		(525)		515,638		(68,026)		447,612
Operating expenses:
Company-operated store expenses	181,866		5,257		187,123		—		187,123
Independently-operated store expenses	36,475		12		36,487		(36,487)		—
Advertising expenses	25,325		—		25,325		—		25,325
Supply and other expenses	35,028		1,324		36,352		(915)		35,437
Selling, general, and administrative expenses	143,052		(10,199)		132,853		(8,194)		124,659


Depreciation and amortization	33,152		389		33,541		(13,230)		20,311



Total operating expenses	454,898		(3,217)		451,681		(58,826)		392,855
Operating income (loss)	61,265		2,692		63,957		(9,200)		54,757
Other expenses, net:
Interest expense, net	36,534		(128)		36,406		(140)		36,266
Foreign currency transaction loss (gain), net	210		(681)		(471)		—		(471)

Other expenses, net	36,744		(809)		35,935		(140)		35,795
Income (loss) before taxes from continuing operations	24,521		3,501		28,022		(9,060)		18,962
Income tax expense	7,031		992		8,023		(2,569)		5,454
Net income (loss) from continuing operations	$	17,490	$	2,509	$	19,999	$	(6,491)	$	13,508

Net (loss) income from discontinued operations, net of tax	(11,984)		1,911		(10,073)		6,491		(3,582)
Net income	$	5,506	$	4,420	$	9,926	$	—	$	9,926




Basic earnings (loss) per share:
Continuing Operations	$	0.11	$	0.01	$	0.12	$	(0.04)	$	0.08
Discontinued Operations	(0.07)		0.01		(0.06)		0.04		(0.02)
Net basic earnings per share	$	0.04	$	0.02	$	0.06	$	—	$	0.06

Diluted earnings (loss) per share:
Continuing Operations	$	0.11	$	0.01	$	0.12	$	(0.04)	$	0.08
Discontinued Operations	(0.07)		0.01		(0.06)		0.04		(0.02)
Net diluted earnings per share	$	0.04	$	0.02	$	0.06	$	—	$	0.06

Weighted average shares outstanding
Basic	160,568		—		160,568		—		160,568
Diluted	161,818		—		161,818		—		161,818


	Three Months Ended March 29, 2025
		As Previously Reported		Restatement Impacts		As Restated
(in thousands)
Net income		$	5,506	$	4,420	$	9,926
Other comprehensive income (loss):
Foreign currency translation adjustments		20,758		(2,746)		18,012
Unrealized loss from cash flow hedges, net of tax		(94)		(440)		(534)
Actuarial gain of defined pension plan, net of tax		5		—		5
Other comprehensive income (loss), net		20,669		(3,186)		17,483
Total comprehensive income		26,175		1,234		27,409
Comprehensive income attributable to non-controlling interests		—		—		—
Comprehensive income attributable to Driven Brands Holdings Inc.		$	26,175	$	1,234	$	27,409


	March 29, 2025
(in thousands, except share and per share amounts)	As Previously Reported		Restatement Impacts		As Restated		Discontinued Operations Reclassification Impacts		As Restated and Recast
Assets
Current assets:
Cash and cash equivalents	$	152,042	$	(30,329)	$	121,713	$	(26,200)	$	95,513
Restricted cash	332		—		332		—		332
Accounts and notes receivable, net	201,217		(34,173)		167,044		(4,426)		162,618
Inventory	63,829		(4,787)		59,042		(10,390)		48,652
Prepaid and other assets	47,771		(4,318)		43,453		(13,922)		29,531
Income tax receivable	12,917		17,613		30,530		(2,715)		27,815
Advertising fund assets, restricted	55,140		(1,367)		53,773		—		53,773
Assets held for sale	70,691		1,475		72,166		—		72,166
Current assets of discontinued operations	67,442		(3,736)		63,706		57,653		121,359
Total current assets	671,381		(59,622)		611,759		—		611,759
Other assets	127,278		(6,393)		120,885		—		120,885
Property and equipment, net	734,511		13,726		748,237		(304,592)		443,645
Operating lease right-of-use assets	535,242		42,762		578,004		(122,455)		455,549
Deferred commissions	7,315		—		7,315		—		7,315
Intangibles, net	662,417		—		662,417		(31,859)		630,558
Goodwill	1,413,298		—		1,413,298		(206,906)		1,206,392
Deferred tax assets	8,363		1,774		10,137		(1,196)		8,941
Non-current assets of discontinued operations	1,141,846		(1,073)		1,140,773		667,008		1,807,781
Total assets	$	5,301,651	$	(8,826)	$	5,292,825	$	—	$	5,292,825
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	110,377	$	9,473	$	119,850	$	(7,579)	$	112,271
Accrued expenses and other liabilities	201,955		(2,233)		199,722		(44,399)		155,323
Income tax payable	1,518		(132)		1,386		(4,595)		(3,209)
Current portion of long-term debt	32,234		1,587		33,821		(50)		33,771
Tax receivable agreement payable	22,674		—		22,674		—		22,674
Advertising fund liabilities	24,058		3,966		28,024		—		28,024
Current liabilities of discontinued operations	64,490		7,704		72,194		56,623		128,817
Total current liabilities	457,306		20,365		477,671		—		477,671
Long-term debt	2,616,272		2,310		2,618,582		(86)		2,618,496
Deferred tax liabilities	94,165		(1,051)		93,114		(60,326)		32,788
Operating lease liabilities	505,980		42,918		548,898		(103,259)		445,639
Tax receivable agreement payable	110,907		(338)		110,569		—		110,569
Deferred revenue	31,060		808		31,868		—		31,868
Long-term accrued expenses and other liabilities	19,867		—		19,867		(18,271)		1,596
Non-current liabilities of discontinued operations	822,851		(12,030)		810,821		181,942		992,763
Total liabilities	4,658,408		52,982		4,711,390		—		4,711,390

Preferred Stock $0.01 par value; 100,000,000 shares authorized; none issued or outstanding	—		—		—		—		—
Common stock, $0.01 par value, 900,000,000 shares authorized: and 164,274,617 shares outstanding	1,643		—		1,643		—		1,643
Additional paid-in capital	1,709,580		8,244		1,717,824		—		1,717,824
Accumulated deficit	(997,077)		(86,367)		(1,083,444)		—		(1,083,444)
Accumulated other comprehensive (loss) income	(70,903)		16,315		(54,588)		—		(54,588)


Total shareholders’ equity	643,243		(61,808)		581,435		—		581,435


Total liabilities and shareholders' equity	$	5,301,651	$	(8,826)	$	5,292,825	$	—	$	5,292,825


	Three Months Ended March 29, 2025
	As Previously Reported			Restatement Impacts			As Restated
(in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount
Preferred stock, $0.01 par value per share	—	$	—	—	$	—	—	$	—
Common stock, $0.01 par value per share
Balance at beginning of period	163,842,248	$	1,638	—	$	—	163,842,248	$	1,638
Stock issued relating to Employee Stock Purchase Plan	44,693	1		—	—		44,693	1
Shares issued for exercise/vesting of share-based compensation awards	393,284	4		—	—		393,284	4
Forfeiture of restricted stock awards	(5,608)	—		—	—		(5,608)	—
Balance at end of period	164,274,617	$	1,643	—	$	—	164,274,617	$	1,643
Additional paid-in capital
Balance at beginning of period		$	1,699,851		$	7,722		$	1,707,573
Share-based compensation expense		11,788			522			12,310
Stock issued relating to Employee Stock Purchase Plan		523			—			523
Tax obligations for share-based compensation		(2,582)			—			(2,582)
Balance at end of period		$	1,709,580		$	8,244		$	1,717,824
Accumulated deficit
Balance at beginning of period		$	(1,002,583)		$	(90,787)		$	(1,093,370)
Net income		5,506			4,420			9,926
Balance at end of period		$	(997,077)		$	(86,367)		$	(1,083,444)
Accumulated other comprehensive loss
Balance at beginning of period		$	(91,572)		$	19,501		$	(72,071)
Other comprehensive income (loss)		20,669			(3,186)			17,483
Balance at end of period		$	(70,903)		$	16,315		$	(54,588)
Total shareholders’ equity		$	643,243		$	(61,808)		$	581,435

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)


	Three Months Ended March 29, 2025
(in thousands)	As Previously Reported		Restatement Impacts		As Restated
Net income	$	5,506	$	4,420	$	9,926
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	35,355		389		35,744
Share-based compensation expense	11,788		522		12,310
Gain on foreign denominated transactions	(132)		(241)		(373)
Loss (gain) on foreign currency derivatives	342		(440)		(98)
Loss (gain) on sale and disposal of businesses, fixed assets, and sale leaseback transactions	12,933		(6,382)		6,551
Reclassification of interest rate hedge to income	(514)		—		(514)
Bad debt expense	4,510		(28)		4,482
Asset impairment charges and lease terminations	5,813		4,169		9,982
Amortization of deferred financing costs and bond discounts	3,089		—		3,089
Amortization of cloud computing	1,881		—		1,881
Provision for deferred income taxes	4,540		1,632		6,172
Other, net	(6,985)		(4,120)		(11,105)
Changes in operating assets and liabilities, net of acquisitions:
Accounts and notes receivable, net	(26,449)		(976)		(27,425)
Inventory	3,310		(2,224)		1,086
Prepaid and other assets	(5,079)		1,323		(3,756)
Advertising fund assets and liabilities, restricted	(4,091)		—		(4,091)
Other assets	(2,584)		2,534		(50)
Deferred commissions	69		—		69
Deferred revenue	(255)		230		(25)
Accounts payable	20,847		2,125		22,972
Accrued expenses and other liabilities	18,122		(1,704)		16,418
Income tax receivable	(6,885)		(26)		(6,911)
Cash provided by operating activities	75,131		1,203		76,334
Cash flows from investing activities:
Capital expenditures	(56,227)		(11,537)		(67,764)

Proceeds from sale leaseback transactions	8,696		—		8,696
Proceeds from sale or disposal of businesses and fixed assets, net of cash sold	3,519		8,813		12,332
Cash used in investing activities	(44,012)		(2,724)		(46,736)
Cash flows from financing activities:
Payment of debt extinguishment and issuance costs	(1,414)		—		(1,414)
Repayment of long-term debt	(32,418)		—		(32,418)
Proceeds from revolving lines of credit and short-term debt	33,000		—		33,000
Repayment of revolving lines of credit and short-term debt	(43,000)		—		(43,000)
Repayment of principal portion of finance lease liability	(1,353)		(664)		(2,017)


Tax obligations for share-based compensation	(2,582)		—		(2,582)

Cash used in financing activities	(47,767)		(664)		(48,431)
Effect of exchange rate changes on cash	1,549		—		1,549
Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted	(15,099)		(2,185)		(17,284)
Cash and cash equivalents, beginning of period	169,954		(28,144)		141,810
Cash included in advertising fund assets, restricted, beginning of period	38,930		—		38,930
Restricted cash, beginning of period	358		—		358
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period	209,242		(28,144)		181,098
Cash and cash equivalents, end of period	155,584		(30,329)		125,255


Cash included in advertising fund assets, restricted, end of period	38,227		—		38,227
Restricted cash, end of period	332		—		332
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period	$	194,143	$	(30,329)	$	163,814

Supplemental cash flow disclosures - non-cash items:
Capital expenditures included in accrued expenses and other liabilities	8,092		2,168		10,260


Supplemental cash flow disclosures - US Car Wash:
Depreciation and amortization	2,203		—		2,203
Capital expenditures	2,948		1,709		4,657
Loss on sale or disposal of assets	7,535		—		7,535
Asset impairment	553		(77)		476

Supplemental cash flow disclosures - International Car Wash:
Depreciation and amortization	13,230		—		13,230
Capital expenditures	8,185		—		8,185
Gain on sale or disposal of assets	(306)		—		(306)
Asset impairment	65		—		65


	Three Months Ended March 30, 2024
(in thousands, except per share amounts)	As Previously Reported		Restatement Impacts		As Restated		Discontinued Operations Reclassification Impacts		As Restated and Recast
Net revenue:
Franchise royalties and fees	$	45,045	$	—	$	45,045	$	—	$	45,045
Company-operated store sales	284,229		(269)		283,960		—		283,960
Independently-operated store sales	53,047		—		53,047		(53,047)		—
Advertising contributions	24,070		—		24,070		—		24,070
Supply and other revenue	75,601		(1,804)		73,797		(1,441)		72,356
Total net revenue	481,992		(2,073)		479,919		(54,488)		$	425,431
Operating expenses:
Company-operated store expenses	169,342		(6,145)		163,197		—		163,197
Independently-operated store expenses	29,355		—		29,355		(29,355)		—
Advertising expenses	24,070		294		24,364		—		24,364
Supply and other expenses	36,216		6,686		42,902		(985)		41,917
Selling, general, and administrative expenses	123,811		(718)		123,093		(8,911)		114,182


Depreciation and amortization	31,116		175		31,291		(13,002)		18,289



Total operating expenses	413,910		292		414,202		(52,253)		361,949
Operating income	68,082		(2,365)		65,717		(2,235)		63,482
Other expenses, net:
Interest expense, net	43,751		(556)		43,195		(137)		43,058
Foreign currency transaction loss, net	4,321		133		4,454		—		4,454

Other expenses, net	48,072		(423)		47,649		(137)		47,512
Income (loss) before taxes from continuing operations	20,010		(1,942)		18,068		(2,098)		15,970
Income tax expense (benefit)	8,458		(722)		7,736		(1,346)		6,390
Net income (loss) from continuing operations	$	11,552	$	(1,220)	$	10,332	$	(752)	$	9,580

Net (loss) income from discontinued operations, net of tax	(7,291)		2,899		(4,392)		752		(3,640)
Net income	$	4,261	$	1,679	$	5,940	$	—	$	5,940




Basic earnings (loss) per share:
Continuing Operations	$	0.07	$	(0.01)	$	0.06	$	—	$	0.06
Discontinued Operations	(0.04)		0.02		(0.02)		—		(0.02)
Net basic earnings per share	$	0.03	$	0.01	$	0.04	$	—	$	0.04

Diluted earnings (loss) per share:
Continuing Operations	$	0.07	$	(0.01)	$	0.06	$	—	$	0.06
Discontinued Operations	(0.05)		0.03		(0.02)		—		(0.02)
Net diluted earnings per share	$	0.02	$	0.02	$	0.04	$	—	$	0.04

Weighted average shares outstanding
Basic	159,631		—		159,631		—		159,631
Diluted	160,604		—		160,604		—		160,604


	Three Months Ended March 30, 2024
		As Previously Reported		Restatement Impacts		As Restated
(in thousands)
Net income		$	4,261	$	1,679	$	5,940
Other comprehensive income (loss):
Foreign currency translation adjustments		(15,907)		—		(15,907)
Unrealized loss (gain) from cash flow hedges, net of tax		(617)		133		(484)
Actuarial loss of defined pension plan, net of tax		(8)		—		(8)
Other comprehensive (loss) income, net		(16,532)		133		(16,399)
Total comprehensive (loss) income		(12,271)		1,812		(10,459)
Comprehensive income attributable to non-controlling interests		—		—		—
Comprehensive (loss) income attributable to Driven Brands Holdings Inc.		$	(12,271)	$	1,812	$	(10,459)

(Unaudited)


	March 30, 2024
(in thousands, except share and per share amounts)	As Previously Reported		Restatement Impacts		As Restated		Discontinued Operations Reclassification Impacts		As Restated and Recast
Assets
Current assets:
Cash and cash equivalents	$	165,513	$	(21,431)	$	144,082	$	(38,249)	$	105,833
Restricted cash	657		—		657		—		657
Accounts and notes receivable, net	165,992		(24,438)		141,554		(6,001)		135,553
Inventory	82,875		(12,229)		70,646		(16,570)		54,076
Prepaid and other assets	49,901		(1,412)		48,489		(23,629)		24,860
Income tax receivable	7,337		1,387		8,724		(2,756)		5,968
Advertising fund assets, restricted	52,711		(168)		52,543		—		52,543
Assets held for sale	290,818		—		290,818		(52,025)		238,793
Current assets of discontinued operations	—		—		—		139,230		139,230
Total current assets	815,804		(58,291)		757,513		—		757,513
Other assets	90,175		(1,351)		88,824		(3,684)		85,140
Property and equipment, net	1,425,882		(3,940)		1,421,942		(1,033,819)		388,123
Operating lease right-of-use assets	1,383,400		15,036		1,398,436		(962,956)		435,480
Deferred commissions	6,643		—		6,643		—		6,643
Intangibles, net	729,354		—		729,354		(35,017)		694,337
Goodwill	1,435,618		—		1,435,618		(195,870)		1,239,748
Deferred tax assets	3,453		510		3,963		—		3,963
Non-current assets of discontinued operations	—		—		—		2,231,346		2,231,346
Total assets	$	5,890,329	$	(48,036)	$	5,842,293	$	—	$	5,842,293
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	82,843	$	17,670	$	100,513	$	(15,202)	$	85,311
Accrued expenses and other liabilities	246,522		6,027		252,549		(85,977)		166,572
Income tax payable	2,022		—		2,022		—		2,022
Current portion of long-term debt	33,020		808		33,828		(1,196)		32,632
Tax receivable agreement payable	41,437		(3,080)		38,357		—		38,357
Advertising fund liabilities	33,208		5,370		38,578		—		38,578
Current liabilities of discontinued operations	—		—		—		102,375		102,375
Total current liabilities	439,052		26,795		465,847		—		465,847
Long-term debt	2,905,033		1,712		2,906,745		(4,219)		2,902,526
Deferred tax liabilities	149,931		(14,223)		135,708		(56,813)		78,895
Operating lease liabilities	1,319,936		14,979		1,334,915		(895,082)		439,833
Tax receivable agreement payable	108,215		—		108,215		—		108,215
Deferred revenue	32,159		579		32,738		—		32,738
Long-term accrued expenses and other liabilities	29,187		—		29,187		(25,869)		3,318
Non-current liabilities of discontinued operations	—		—		—		981,983		981,983
Total liabilities	4,983,513		29,842		5,013,355		—		5,013,355

Preferred Stock $0.01 par value; 100,000,000 shares authorized; none issued or outstanding	—		—		—		—		—
Common stock, $0.01 par value, 900,000,000 shares authorized: and 164,531,712 shares outstanding	1,641		—		1,641		—		1,641
Additional paid-in capital	1,664,764		4,152		1,668,916		—		1,668,916
Accumulated deficit	(705,826)		(84,151)		(789,977)		—		(789,977)
Accumulated other comprehensive (loss) income	(54,407)		2,121		(52,286)		—		(52,286)


Total shareholders’ equity	906,172		(77,878)		828,294		—		828,294


Non-controlling interests	644		—		644		—		644
Total liabilities and shareholders' equity	$	5,890,329	$	(48,036)	$	5,842,293	$	—	$	5,842,293


	Three Months Ended March 30, 2024
	As Previously Reported			Restatement Impacts			As Restated
(in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount
Preferred stock, $0.01 par value per share	—	$	—	—	$	—	—	$	—
Common stock, $0.01 par value per share
Balance at beginning of period	163,965,231	$	1,640	—	$	—	163,965,231	$	1,640
Stock issued relating to Employee Stock Purchase Plan	43,764	—		—	—		43,764	—
Shares issued for exercise/vesting of share-based compensation awards	170,172	2		—	—		170,172	2
Forfeiture of restricted stock awards	(99,586)	(1)		—	—		(99,586)	(1)
Balance at end of period	164,079,581	$	1,641	—	$	—	164,079,581	$	1,641
Additional paid-in capital
Balance at beginning of period		$	1,652,401		$	3,765		$	1,656,166
Share-based compensation expense		11,861			387			12,248
Stock issued relating to Employee Stock Purchase Plan		502			—			502
Balance at end of period		$	1,664,764		$	4,152		$	1,668,916
Accumulated deficit
Balance at beginning of period		$	(710,087)		$	(85,830)		$	(795,917)
Net income		4,261			1,679			5,940
Balance at end of period		$	(705,826)		$	(84,151)		$	(789,977)
Accumulated other comprehensive loss
Balance at beginning of period		$	(37,875)		$	1,988		$	(35,887)
Other comprehensive (loss) income		(16,532)			133			(16,399)
Balance at end of period		$	(54,407)		$	2,121		$	(52,286)
Non-controlling interests
Balance at beginning of period		$	644		$	—		$	644
Balance at end of period		$	644		$	—		$	644
Total shareholders’ equity		$	906,816		$	(77,878)		$	828,938

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)


	Three Months Ended March 30, 2024
(in thousands)	As Previously Reported		Restatement Impacts		As Restated
Net income	$	4,261	$	1,679	$	5,940
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	43,229		175		43,404
Share-based compensation expense	11,861		387		12,248
Loss on foreign denominated transactions	7,574		—		7,574
(Gain) loss on foreign currency derivatives	(3,253)		133		(3,120)
Gain on sale and disposal of businesses, fixed assets, and sale-leaseback transactions	(12,913)		(4,050)		(16,963)
Reclassification of interest rate hedge to income	(519)		—		(519)
Bad debt expense	2,070		453		2,523
Asset impairment charges and lease terminations	19,326		—		19,326
Amortization of deferred financing costs and bond discounts	1,954		—		1,954
Amortization of cloud computing	1,345		598		1,943
(Benefit) provision for deferred income taxes	(2,807)		48		(2,759)
Other, net	10,669		(1,581)		9,088
Changes in assets and liabilities, net of acquisitions:
Accounts and notes receivable, net	(17,351)		870		(16,481)
Inventory	(1,005)		268		(737)
Prepaid and other assets	(4,270)		(507)		(4,777)
Advertising fund assets and liabilities, restricted	7,650		—		7,650
Other assets	(33,300)		—		(33,300)
Deferred commissions	(331)		—		(331)
Deferred revenue	1,659		448		2,107
Accounts payable	14,165		5,484		19,649
Accrued expenses and other liabilities	6,293		(6,157)		136
Income tax receivable	3,976		1,077		5,053
Cash provided by (used in) operating activities	60,283		(675)		59,608
Cash flows from investing activities:
Capital expenditures	(89,483)		—		(89,483)
Cash used in business acquisitions, net of cash acquired	(2,024)		—		(2,024)
Proceeds from sale-leaseback transactions	4,550		—		4,550
Proceeds from sale or disposal of businesses and fixed assets, net of cash sold	52,677		—		52,677
Cash used in investing activities	(34,280)		—		(34,280)
Cash flows from financing activities:
Repayment of long-term debt	(7,616)		—		(7,616)
Proceeds from revolving lines of credit and short-term debt	46,000		—		46,000
Repayment of revolving lines of credit and short-term debt	(46,000)		—		(46,000)
Repayment of principal portion of finance lease liability	(886)		(146)		(1,032)
Payment of Tax Receivable Agreement	(24,718)		—		(24,718)


Cash used in financing activities	(33,220)		(146)		(33,366)
Effect of exchange rate changes on cash	1,133		—		1,133
Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted	(6,084)		(821)		(6,905)
Cash and cash equivalents, beginning of period	176,522		(20,610)		155,912
Cash included in advertising fund assets, restricted, beginning of period	38,537		—		38,537
Restricted cash, beginning of period	657		—		657
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period	215,716		(20,610)		195,106
Cash and cash equivalents, end of period	165,513		(21,431)		144,082

(Unaudited)


	Three Months Ended June 28, 2025
(in thousands, except per share amounts)	As Previously Reported		Restatement Impacts		As Restated		Discontinued Operations Reclassification Impacts		As Restated and Recast
Net revenue:
Franchise royalties and fees	$	49,180	$	—	$	49,180	$	—	$	49,180
Company-operated store sales	333,280		—		333,280		—		333,280
Independently-operated store sales	71,791		—		71,791		(71,791)		—
Advertising contributions	27,041		—		27,041		—		27,041
Supply and other revenue	69,696		(2,405)		67,291		(1,579)		65,712
Total net revenue	550,988		(2,405)		548,583		(73,370)		475,213
Operating expenses:
Company-operated store expenses	190,396		1,926		192,322		—		192,322
Independently-operated store expenses	38,060		3		38,063		(38,063)		—
Advertising expenses	27,040		—		27,040		—		27,040
Supply and other expenses	39,359		797		40,156		(1,003)		39,153
Selling, general, and administrative expenses	183,118		(21,443)		161,675		(11,155)		150,520


Depreciation and amortization	34,903		411		35,314		(16,185)		19,129



Total operating expenses	512,876		(18,306)		494,570		(66,406)		428,164
Operating income	38,112		15,901		54,013		(6,964)		47,049
Other expenses, net:
Interest expense, net	31,359		(89)		31,270		(124)		31,146
Foreign currency transaction (gain) loss, net	(12,197)		3,538		(8,659)		—		(8,659)

Other expenses, net	19,162		3,449		22,611		(124)		22,487
Income before taxes from continuing operations	18,950		12,452		31,402		(6,840)		24,562
Income tax expense	7,141		4,450		11,591		(3,461)		8,130
Net income (loss) from continuing operations	$	11,809	$	8,002	$	19,811	$	(3,379)	$	16,432
Gain on sale of discontinued operations, net of tax	37,367		1,581		38,948		—		38,948
Net (loss) income from discontinued operations, net of tax	(1,612)		(3,103)		(4,715)		3,379		(1,336)
Net income	$	47,564	$	6,480	$	54,044	$	—	$	54,044




Basic earnings (loss) per share:
Continuing Operations	$	0.07	$	0.05	$	0.12	$	(0.02)	$	0.10
Discontinued Operations	0.22		(0.01)		0.21		0.02		0.23
Net basic earnings per share	$	0.29	$	0.04	$	0.33	$	—	$	0.33

Diluted earnings (loss) per share:
Continuing Operations	$	0.07	$	0.05	$	0.12	$	(0.02)	$	0.10
Discontinued Operations	0.22		(0.01)		0.21		0.02		0.23
Net diluted earnings per share	$	0.29	$	0.04	$	0.33	$	—	$	0.33

Weighted average shares outstanding
Basic	162,833		—		162,833		—		162,833
Diluted	164,150		—		164,150		—		164,150


	Three Months Ended June 28, 2025
		As Previously Reported		Restatement Impacts		As Restated
(in thousands)
Net income		$	47,564	$	6,480	$	54,044
Other comprehensive income (loss):
Foreign currency translation adjustments		40,981		(1,438)		39,543
Unrealized loss (gain) from cash flow hedges, net of tax		351		(990)		(639)
Actuarial gain of defined pension plan, net of tax		11		—		11
Other comprehensive income (loss), net		41,343		(2,428)		38,915
Total comprehensive income		88,907		4,052		92,959
Comprehensive income attributable to non-controlling interests		—		—		—
Comprehensive income attributable to Driven Brands Holdings Inc.		$	88,907	$	4,052	$	92,959

(Unaudited)


	Six Months Ended June 28, 2025
(in thousands, except per share amounts)	As Previously Reported		Restatement Impacts		As Restated		Discontinued Operations Reclassification Impacts		As Restated and Recast
Net revenue:
Franchise royalties and fees	$	93,890	$	—	$	93,890	$	—	$	93,890
Company-operated store sales	647,411		—		647,411		—		647,411
Independently-operated store sales	138,431		—		138,431		(138,431)		—
Advertising contributions	52,366		—		52,366		—		52,366
Supply and other revenue	135,053		(2,930)		132,123		(2,965)		129,158
Total net revenue	1,067,151		(2,930)		1,064,221		(141,396)		922,825
Operating expenses:
Company-operated store expenses	372,262		7,183		379,445		—		379,445
Independently-operated store expenses	74,535		15		74,550		(74,550)		—
Advertising expenses	52,365		—		52,365		—		52,365
Supply and other expenses	74,387		2,121		76,508		(1,918)		74,590
Selling, general, and administrative expenses	326,170		(31,642)		294,528		(19,349)		275,179


Depreciation and amortization	68,055		800		68,855		(29,415)		39,440



Total operating expenses	967,774		(21,523)		946,251		(125,232)		821,019
Operating income	99,377		18,593		117,970		(16,164)		101,806
Other expenses, net:
Interest expense, net	67,893		(217)		67,676		(264)		67,412
Foreign currency transaction (gain) loss, net	(11,987)		2,857		(9,130)		—		(9,130)

Other expenses, net	55,906		2,640		58,546		(264)		58,282
Income before taxes from continuing operations	43,471		15,953		59,424		(15,900)		43,524
Income tax expense	14,172		5,442		19,614		(6,030)		13,584
Net income from continuing operations	$	29,299	$	10,511	$	39,810	$	(9,870)	$	29,940
Gain on sale of discontinued operations, net of tax	37,367		1,581		38,948		—		38,948
Net loss (income) from discontinued operations, net of tax	(13,596)		(1,192)		(14,788)		9,870		(4,918)
Net income	$	53,070	$	10,900	$	63,970	$	—	$	63,970




Basic earnings (loss) per share:
Continuing Operations	$	0.18	$	0.06	$	0.24	$	(0.06)	$	0.18
Discontinued Operations	0.15		—		0.15		0.06		0.21
Net basic earnings per share	$	0.33	$	0.06	$	0.39	$	—	$	0.39

Diluted earnings (loss) per share:
Continuing Operations	$	0.18	$	0.06	$	0.24	$	(0.06)	$	0.18
Discontinued Operations	0.15		—		0.15		0.06		0.21
Net diluted earnings per share	$	0.33	$	0.06	$	0.39	$	—	$	0.39

Weighted average shares outstanding
Basic	161,701		—		161,701		—		161,701
Diluted	162,984		—		162,984		—		162,984


	Six Months Ended June 28, 2025
		As Previously Reported		Restatement Impacts		As Restated
(in thousands)
Net income		$	53,070	$	10,900	$	63,970
Other comprehensive income (loss):
Foreign currency translation adjustments		61,739		(4,184)		57,555
Unrealized gain (loss) from cash flow hedges, net of tax		257		(1,430)		(1,173)
Actuarial gain of defined pension plan, net of tax		16		—		16
Other comprehensive income (loss), net		62,012		(5,614)		56,398
Total comprehensive income		115,082		5,286		120,368
Comprehensive income attributable to non-controlling interests		—		—		—
Comprehensive income attributable to Driven Brands Holdings Inc.		$	115,082	$	5,286	$	120,368


	June 28, 2025
(in thousands, except share and per share amounts)	As Previously Reported		Restatement Impacts		As Restated		Discontinued Operations Reclassification Impacts		As Restated and Recast
Assets
Current assets:
Cash and cash equivalents	$	166,131	$	(33,052)	$	133,079	$	(27,372)	$	105,707
Restricted cash	334		—		334		—		334
Accounts and notes receivable, net	204,330		(22,822)		181,508		(4,890)		176,618
Inventory	67,165		(8,078)		59,087		(10,811)		48,276
Prepaid and other assets	45,481		(5,192)		40,289		(15,074)		25,215
Income tax receivable	11,279		17,613		28,892		(2,948)		25,944
Advertising fund assets, restricted	64,031		(1,367)		62,664		—		62,664
Assets held for sale	64,904		1,475		66,379		—		66,379
Seller note receivable	113,000		—		113,000		—		113,000
Current assets of discontinued operations	—		—		—		61,095		61,095
Total current assets	736,655		(51,423)		685,232		—		685,232
Other assets	104,685		38		104,723		—		104,723
Property and equipment, net	768,308		14,915		783,223		(317,101)		466,122
Operating lease right-of-use assets	553,128		54,098		607,226		(133,041)		474,185
Deferred commissions	7,549		—		7,549		—		7,549
Intangibles, net	662,907		—		662,907		(34,139)		628,768
Goodwill	1,441,595		—		1,441,595		(227,186)		1,214,409
Deferred tax assets	8,687		1,512		10,199		(1,242)		8,957
Non-current assets of discontinued operations	—		—		—		712,709		712,709
Total assets	$	4,283,514	$	19,140	$	4,302,654	$	—	$	4,302,654
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	118,887	$	12,679	$	131,566	$	(10,049)	$	121,517
Accrued expenses and other liabilities	207,845		(68)		207,777		(48,005)		159,772
Income tax payable	5,281		(261)		5,020		(2,525)		2,495
Current portion of long-term debt	282,189		1,758		283,947		(155)		283,792
Tax receivable agreement payable	22,676		—		22,676		—		22,676
Advertising fund liabilities	24,200		3,966		28,166		—		28,166
Current liabilities of discontinued operations	—		—		—		60,734		60,734
Total current liabilities	661,078		18,074		679,152		—		679,152
Long-term debt	2,094,535		4,835		2,099,370		(435)		2,098,935
Deferred tax liabilities	96,994		6,187		103,181		(66,387)		36,794
Operating lease liabilities	525,597		54,040		579,637		(112,151)		467,486
Tax receivable agreement payable	110,907		(6,470)		104,437		—		104,437
Deferred revenue	30,162		808		30,970		—		30,970
Long-term accrued expenses and other liabilities	20,846		—		20,846		(19,676)		1,170
Non-current liabilities of discontinued operations	—		—		—		198,649		198,649
Total liabilities	3,540,119		77,474		3,617,593		—		3,617,593

Preferred Stock $0.01 par value; 100,000,000 shares authorized; none issued or outstanding	—		—		—		—		—
Common stock, $0.01 par value, 900,000,000 shares authorized: and 164,274,617 shares outstanding	1,643		—		1,643		—		1,643
Additional paid-in capital	1,720,825		7,666		1,728,491		—		1,728,491
Accumulated deficit	(949,513)		(79,887)		(1,029,400)		—		(1,029,400)
Accumulated other comprehensive (loss) income	(29,560)		13,887		(15,673)		—		(15,673)

Total shareholders’ equity	743,395		(58,334)		685,061		—		685,061


Total liabilities and shareholders' equity	$	4,283,514	$	19,140	$	4,302,654	$	—	$	4,302,654


	Three Months Ended June 28, 2025
	As Previously Reported			Restatement Impacts			As Restated
(in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount
Preferred stock, $0.01 par value per share	—	$	—	—	$	—	—	$	—
Common stock, $0.01 par value per share
Balance at beginning of period	164,274,617	$	1,643	—	$	—	164,274,617	$	1,643




Balance at end of period	164,274,617	$	1,643	—	$	—	164,274,617	$	1,643
Additional paid-in capital
Balance at beginning of period		$	1,709,580		$	8,244		$	1,717,824
Share-based compensation expense		11,290			(578)			10,712


Tax obligations for share-based compensation		(45)			—			(45)
Balance at end of period		$	1,720,825		$	7,666		$	1,728,491
Accumulated deficit
Balance at beginning of period		$	(997,077)		$	(86,367)		$	(1,083,444)

Net income		47,564			6,480			54,044
Balance at end of period		$	(949,513)		$	(79,887)		$	(1,029,400)
Accumulated other comprehensive loss
Balance at beginning of period		$	(70,903)		$	16,315		$	(54,588)
Other comprehensive income (loss)		41,343			(2,428)			38,915
Balance at end of period		$	(29,560)		$	13,887		$	(15,673)
Total shareholders’ equity		$	743,395		$	(58,334)		$	685,061


	Six Months Ended June 28, 2025
	As Previously Reported			Restatement Impacts			As Restated
(in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount
Preferred stock, $0.01 par value per share	—	$	—	—	$	—	—	$	—
Common stock, $0.01 par value per share
Balance at beginning of period	163,842,248	$	1,638	—	$	—	163,842,248	$	1,638
Stock issued relating to Employee Stock Purchase Plan	44,693	1		—	—		44,693	1
Shares issued for exercise/vesting of share-based compensation awards	393,284	4		—	—		393,284	4
Forfeiture of restricted stock awards	(5,608)	$	—	—	$	—	(5,608)	$	—
Balance at end of period	164,274,617	$	1,643	—	$	—	164,274,617	$	1,643
Additional paid-in capital
Balance at beginning of period		$	1,699,851		$	7,722		$	1,707,573
Share-based compensation expense		23,078			(56)			23,022
Stock issued relating to Employee Stock Purchase Plan		523			—			523
Tax obligations for share-based compensation		(2,627)			—			(2,627)
Balance at end of period		$	1,720,825		$	7,666		$	1,728,491
Accumulated deficit
Balance at beginning of period		$	(1,002,583)		$	(90,787)		$	(1,093,370)
Net income		53,070			10,900			63,970
Balance at end of period		$	(949,513)		$	(79,887)		$	(1,029,400)
Accumulated other comprehensive loss
Balance at beginning of period		$	(91,572)		$	19,501		$	(72,071)
Other comprehensive income (loss)		62,012			(5,614)			56,398
Balance at end of period		$	(29,560)		$	13,887		$	(15,673)
Total shareholders’ equity		$	743,395		$	(58,334)		$	685,061

(Unaudited)


	Six Months Ended June 28, 2025
(in thousands)	As Previously Reported		Restatement Impacts		As Restated
Net income	$	53,070	$	10,900	$	63,970
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	70,281		800		71,081
Share-based compensation expense	23,078		(56)		23,022
(Gain) loss on foreign denominated transactions	(17,630)		4,287		(13,343)
Loss (gain) on foreign currency derivatives	5,643		(1,430)		4,213
Gain on sale and disposal of businesses, fixed assets, and sale leaseback transactions	(27,694)		(21,841)		(49,535)
Loss on fair value of seller note receivable	17,000		—		17,000
Reclassification of interest rate hedge to income	(1,033)		—		(1,033)
Bad debt expense	9,293		(22)		9,271
Asset impairment charges and lease terminations	18,460		6,115		24,575
Amortization of deferred financing costs and bond discounts	6,206		—		6,206
Amortization of cloud computing	9,136		(3,307)		5,829
Provision for deferred income taxes	2,215		9,132		11,347
Other, net	(3,631)		(1,372)		(5,003)
Changes in operating assets and liabilities, net of acquisitions:
Accounts and notes receivable, net	(40,742)		(3,553)		(44,295)
Inventory	773		1,067		1,840
Prepaid and other assets	(6,322)		3,160		(3,162)
Advertising fund assets and liabilities, restricted	(11,599)		—		(11,599)
Other assets	(104)		254		150
Deferred commissions	303		—		303
Deferred revenue	(1,164)		230		(934)
Accounts payable	28,707		1,167		29,874
Accrued expenses and other liabilities	22,661		(12,521)		10,140
Income tax receivable	(1,380)		2,066		686
Cash provided by (used in) operating activities	155,527		(4,924)		150,603
Cash flows from investing activities:
Capital expenditures	(127,622)		2,981		(124,641)
Cash used in business acquisitions, net of cash acquired	(6,034)		—		(6,034)
Proceeds from sale leaseback transactions	22,810		—		22,810
Proceeds from sale or disposal of businesses and fixed assets, net of cash sold	268,398		(2,265)		266,133
Cash provided by (used in) investing activities	157,552		716		158,268
Cash flows from financing activities:
Payment of debt extinguishment and issuance costs	(1,414)		—		(1,414)
Repayment of long-term debt	(305,446)		—		(305,446)
Proceeds from revolving lines of credit and short-term debt	65,000		—		65,000
Repayment of revolving lines of credit and short-term debt	(75,000)		—		(75,000)
Repayment of principal portion of finance lease liability	(2,440)		(700)		(3,140)
Tax obligations for share-based compensation	(2,582)		—		(2,582)


Cash used in financing activities	(321,882)		(700)		(322,582)
Effect of exchange rate changes on cash	5,464		—		5,464
Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted	(3,339)		(4,908)		(8,247)
Cash and cash equivalents, beginning of period	169,954		(28,144)		141,810
Cash included in advertising fund assets, restricted, beginning of period	38,930		—		38,930
Restricted cash, beginning of period	358		—		358
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period	209,242		(28,144)		181,098


Cash and cash equivalents, end of period	166,131		(33,052)		133,079
Cash included in advertising fund assets, restricted, end of period	39,438		—		39,438
Restricted cash, end of period	334		—		334
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period	$	205,903	$	(33,052)	$	172,851

Supplemental cash flow disclosures - non-cash items:
Capital expenditures included in accrued expenses and other liabilities	6,418		(950)		5,468

Supplemental cash flow disclosures - US Car Wash:
Depreciation and amortization	2,226		—		2,226
Capital expenditures	2,948		1,709		4,657
Loss on sale or disposal of assets	7,634		—		7,634
Asset impairment	553		(77)		476

Supplemental cash flow disclosures - International Car Wash:
Depreciation and amortization	29,415		—		29,415
Capital expenditures	13,430		—		13,430
(Gain) on sale or disposal of assets	(199)		—		(199)
Asset impairment	133		—		133


	Three Months Ended June 29, 2024
(in thousands, except per share amounts)	As Previously Reported		Restatement Impacts		As Restated		Discontinued Operations Reclassification Impacts		As Restated and Recast
Net revenue:
Franchise royalties and fees	$	50,029	$	—	$	50,029	$	—	$	50,029
Company-operated store sales	301,917		(1,182)		300,735		—		300,735
Independently-operated store sales	60,280		—		60,280		(60,280)		—
Advertising contributions	24,911		—		24,911		—		24,911
Supply and other revenue	81,659		(1,404)		80,255		(1,406)		78,849
Total net revenue	518,796		(2,586)		516,210		(61,686)		454,524
Operating expenses:
Company-operated store expenses	178,677		(7,696)		170,981		—		170,981
Independently-operated store expenses	31,956		—		31,956		(31,956)		—
Advertising expenses	24,911		294		25,205		—		25,205
Supply and other expenses	40,536		8,557		49,093		(907)		48,186
Selling, general, and administrative expenses	119,818		7,409		127,227		(9,282)		117,945


Depreciation and amortization	32,824		338		33,162		(13,308)		19,854



Total operating expenses	428,722		8,902		437,624		(55,453)		382,171
Operating income (loss)	90,074		(11,488)		78,586		(6,233)		72,353
Other expenses, net:
Interest expense, net	31,816		2,665		34,481		(137)		34,344
Foreign currency transaction loss, net	681		366		1,047		—		1,047

Other expenses, net	32,497		3,031		35,528		(137)		35,391
Income (loss) before taxes from continuing operations	57,577		(14,519)		43,058		(6,096)		36,962
Income tax expense (benefit)	20,360		(5,484)		14,876		(504)		14,372
Net income (loss) from continuing operations	$	37,217	$	(9,035)	$	28,182	$	(5,592)	$	22,590

Net (loss) income from discontinued operations, net of tax	(7,058)		502		(6,556)		5,592		(964)
Net income (loss)	$	30,159	$	(8,533)	$	21,626	$	—	$	21,626




Basic earnings (loss) per share:
Continuing Operations	$	0.22	$	(0.05)	$	0.17	$	(0.03)	$	0.14
Discontinued Operations	(0.04)		—		(0.04)		0.03		(0.01)
Net basic earnings (loss) per share	$	0.18	$	(0.05)	$	0.13	$	—	$	0.13

Diluted earnings (loss) per share:
Continuing Operations	$	0.22	$	(0.05)	$	0.17	$	(0.03)	$	0.14
Discontinued Operations	(0.04)		—		(0.04)		0.03		(0.01)
Net diluted earnings (loss) per share	$	0.18	$	(0.05)	$	0.13	$	—	$	0.13

Weighted average shares outstanding
Basic	159,795		—		159,795		—		159,795
Diluted	160,765		—		160,765		—		160,765


	Three Months Ended June 29, 2024
		As Previously Reported		Restatement Impacts		As Restated
(in thousands)
Net income (loss)		$	30,159	$	(8,533)	$	21,626
Other comprehensive income (loss):
Foreign currency translation adjustments		(2,676)		(2)		(2,678)
Unrealized (loss) gain from cash flow hedges, net of tax		(865)		366		(499)
Actuarial loss of defined pension plan, net of tax		(2)		—		(2)
Other comprehensive (loss) income, net		(3,543)		364		(3,179)
Total comprehensive income (loss)		26,616		(8,169)		18,447
Comprehensive income attributable to non-controlling interests		—		—		—
Comprehensive income (loss) attributable to Driven Brands Holdings Inc.		$	26,616	$	(8,169)	$	18,447


	Six Months Ended June 29, 2024
(in thousands, except per share amounts)	As Previously Reported		Restatement Impacts		As Restated		Discontinued Operations Reclassification Impacts		As Restated and Recast
Net revenue:
Franchise royalties and fees	$	95,074	$	—	$	95,074	$	—	$	95,074
Company-operated store sales	586,146		(1,451)		584,695		—		584,695
Independently-operated store sales	113,327		—		113,327		(113,327)		—
Advertising contributions	48,981		—		48,981		—		48,981
Supply and other revenue	157,260		(3,208)		154,052		(2,847)		151,205
Total net revenue	1,000,788		(4,659)		996,129		(116,174)		879,955
Operating expenses:
Company-operated store expenses	348,019		(13,841)		334,178		—		334,178
Independently-operated store expenses	61,311		—		61,311		(61,311)		—
Advertising expenses	48,981		588		49,569		—		49,569
Supply and other expenses	76,752		15,243		91,995		(1,892)		90,103
Selling, general, and administrative expenses	243,629		6,691		250,320		(18,193)		232,127


Depreciation and amortization	63,940		513		64,453		(26,310)		38,143



Total operating expenses	842,632		9,194		851,826		(107,706)		744,120
Operating income (loss)	158,156		(13,853)		144,303		(8,468)		135,835
Other expenses, net:
Interest expense, net	75,567		2,109		77,676		(274)		77,402
Foreign currency transaction loss, net	5,002		499		5,501		—		5,501

Other expenses, net	80,569		2,608		83,177		(274)		82,903
Income (loss) before taxes from continuing operations	77,587		(16,461)		61,126		(8,194)		52,932
Income tax expense (benefit)	28,818		(6,206)		22,612		(1,850)		20,762
Net income (loss) from continuing operations	$	48,769	$	(10,255)	$	38,514	$	(6,344)	$	32,170

Net (loss) income from discontinued operations, net of tax	(14,349)		3,401		(10,948)		6,344		(4,604)
Net income (loss)	$	34,420	$	(6,854)	$	27,566	$	—	$	27,566




Basic earnings (loss) per share:
Continuing Operations	$	0.30	$	(0.06)	$	0.24	$	(0.04)	$	0.20
Discontinued Operations	(0.09)		0.02		(0.07)		0.04		(0.03)
Net basic earnings per share	$	0.21	$	(0.04)	$	0.17	$	—	$	0.17

Diluted earnings (loss) per share:
Continuing Operations	$	0.30	$	(0.06)	$	0.24	$	(0.04)	$	0.20
Discontinued Operations	(0.09)		0.02		(0.07)		0.04		(0.03)
Net diluted earnings per share	$	0.21	$	(0.04)	$	0.17	$	—	$	0.17

Weighted average shares outstanding
Basic	159,713		—		159,713		—		159,713
Diluted	160,683		—		160,683		—		160,683


	Six Months Ended June 29, 2024
		As Previously Reported		Restatement Impacts		As Restated
(in thousands)
Net income (loss)		$	34,420	$	(6,854)	$	27,566
Other comprehensive income (loss):
Foreign currency translation adjustments		(18,583)		(2)		(18,585)
Unrealized (loss) gain from cash flow hedges, net of tax		(1,482)		499		(983)
Actuarial loss of defined pension plan, net of tax		(10)		—		(10)
Other comprehensive (loss) income, net		(20,075)		497		(19,578)
Total comprehensive income (loss)		14,345		(6,357)		7,988
Comprehensive income attributable to non-controlling interests		—		—		—
Comprehensive income (loss) attributable to Driven Brands Holdings Inc.		$	14,345	$	(6,357)	$	7,988


	June 29, 2024
(in thousands, except share and per share amounts)	As Previously Reported		Restatement Impacts		As Restated		Discontinued Operations Reclassification Impacts		As Restated and Recast
Assets
Current assets:
Cash and cash equivalents	$	148,814	$	(26,575)	$	122,239	$	(52,485)	$	69,754
Restricted cash	4,414		—		4,414		—		4,414
Accounts and notes receivable, net	195,327		(26,391)		168,936		(6,263)		162,673
Inventory	70,527		(4,795)		65,732		(13,147)		52,585
Prepaid and other assets	44,426		(2,289)		42,137		(23,301)		18,836
Income tax receivable	13,893		1,286		15,179		(3,079)		12,100
Advertising fund assets, restricted	43,039		(462)		42,577		—		42,577
Assets held for sale	237,183		—		237,183		(53,539)		183,644
Current assets of discontinued operations	—		—		—		151,814		151,814
Total current assets	757,623		(59,226)		698,397		—		698,397
Other assets	103,746		(1,948)		101,798		(3,498)		98,300
Property and equipment, net	1,422,961		(2,337)		1,420,624		(1,017,900)		402,724
Operating lease right-of-use assets	1,378,264		19,490		1,397,754		(963,268)		434,486
Deferred commissions	6,740		—		6,740		—		6,740
Intangibles, net	721,691		—		721,691		(34,214)		687,477
Goodwill	1,431,555		—		1,431,555		(193,169)		1,238,386
Deferred tax assets	3,627		891		4,518		—		4,518
Non-current assets of discontinued operations	—		—		—		2,212,049		2,212,049
Total assets	$	5,826,207	$	(43,130)	$	5,783,077	$	—	$	5,783,077
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	72,118	$	30,644	$	102,762	$	(20,277)	$	82,485
Accrued expenses and other liabilities	236,586		(282)		236,304		(96,912)		139,392
Income tax payable	2,053		—		2,053		—		2,053
Current portion of long-term debt	33,332		1,394		34,726		(1,071)		33,655
Advertising fund liabilities	15,115		5,370		20,485		—		20,485
Current liabilities of discontinued operations	—		—		—		118,260		118,260
Total current liabilities	359,204		37,126		396,330		—		396,330
Long-term debt	2,855,823		3,362		2,859,185		(4,244)		2,854,941
Deferred tax liabilities	157,271		(19,293)		137,978		(57,999)		79,979
Operating lease liabilities	1,317,342		19,787		1,337,129		(897,728)		439,401
Tax receivable agreement payable	133,623		(501)		133,122		—		133,122
Deferred revenue	31,472		579		32,051		—		32,051
Long-term accrued expenses and other liabilities	28,682		—		28,682		(17,317)		11,365
Non-current liabilities of discontinued operations	—		—		—		977,288		977,288
Total liabilities	4,883,417		41,060		4,924,477		—		4,924,477

Preferred Stock $0.01 par value; 100,000,000 shares authorized; none issued or outstanding	—		—		—		—		—
Common stock, $0.01 par value, 900,000,000 shares authorized: and 164,531,712 shares outstanding	1,641		—		1,641		—		1,641
Additional paid-in capital	1,674,766		6,009		1,680,775		—		1,680,775
Accumulated deficit	(675,667)		(92,684)		(768,351)		—		(768,351)
Accumulated other comprehensive (loss) income	(57,950)		2,485		(55,465)		—		(55,465)


Total shareholders’ equity	942,790		(84,190)		858,600		—		858,600


Total liabilities and shareholders' equity	$	5,826,207	$	(43,130)	$	5,783,077	$	—	$	5,783,077


	Three Months Ended June 29, 2024
	As Previously Reported			Restatement Impacts			As Restated
(in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount
Preferred stock, $0.01 par value per share	—	$	—	—	$	—	—	$	—
Common stock, $0.01 par value per share
Balance at beginning of period	164,079,581	$	1,641	—	$	—	164,079,581	$	1,641
Shares issued for exercise/vesting of share-based compensation awards	2,849	—		—	—		2,849	—
Balance at end of period	164,082,430	$	1,641	—	$	—	164,082,430	$	1,641
Additional paid-in capital
Balance at beginning of period		$	1,664,764		$	4,152		$	1,668,916
Share-based compensation expense		10,982			1,857			12,839
Tax obligations for share-based compensation		(980)			—			(980)
Balance at end of period		$	1,674,766		$	6,009		$	1,680,775
Accumulated deficit
Balance at beginning of period		$	(705,826)		$	(84,151)		$	(789,977)
Net income (loss)		30,159			(8,533)			21,626
Balance at end of period		$	(675,667)		$	(92,684)		$	(768,351)
Accumulated other comprehensive loss
Balance at beginning of period		$	(54,407)		$	2,121		$	(52,286)
Other comprehensive (loss) income		(3,543)			364			(3,179)
Balance at end of period		$	(57,950)		$	2,485		$	(55,465)
Non-controlling interests
Balance at beginning of period		$	644		$	—		$	644
Acquisition of non-controlling interest		(644)			—			(644)
Balance at end of period		$	—		$	—		$	—
Total shareholders’ equity		$	942,790		$	(84,190)		$	858,600


	Six Months Ended June 29, 2024
	As Previously Reported			Restatement Impacts			As Restated
(in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount
Preferred stock, $0.01 par value per share	—	$	—	—	$	—	—	$	—
Common stock, $0.01 par value per share
Balance at beginning of period	163,965,231	$	1,640	—	$	—	163,965,231	$	1,640
Stock issued relating to Employee Stock Purchase Plan	43,764	—		—	—		43,764	—
Shares issued for exercise/vesting of share-based compensation awards	173,021	2		—	—		173,021	2
Forfeiture of restricted stock awards	(99,586)	(1)		—	—		(99,586)	(1)
Balance at end of period	164,082,430	$	1,641	—	$	—	164,082,430	$	1,641
Additional paid-in capital
Balance at beginning of period		$	1,652,401		$	3,765		$	1,656,166
Share-based compensation expense		22,843			2,244			25,087
Stock issued relating to Employee Stock Purchase Plan		502			—			502
Tax obligations for share-based compensation		(980)			—			(980)
Balance at end of period		$	1,674,766		$	6,009		$	1,680,775
Accumulated deficit
Balance at beginning of period		$	(710,087)		$	(85,830)		$	(795,917)
Net income (loss)		34,420			(6,854)			27,566
Balance at end of period		$	(675,667)		$	(92,684)		$	(768,351)
Accumulated other comprehensive loss
Balance at beginning of period		$	(37,875)		$	1,988		$	(35,887)
Other comprehensive (loss) income		(20,075)			497			(19,578)
Balance at end of period		$	(57,950)		$	2,485		$	(55,465)
Non-controlling interests
Balance at beginning of period		$	644		$	—		$	644
Acquisition of non-controlling interest		(644)			—			(644)
Balance at end of period		$	—		$	—		$	—
Total shareholders’ equity		$	942,790		$	(84,190)		$	858,600

(Unaudited)


	Six Months Ended June 29, 2024
(in thousands)	As Previously Reported		Restatement Impacts		As Restated
Net income (loss)	$	34,420	$	(6,854)	$	27,566
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	87,862		514		88,376
Share-based compensation expense	22,843		2,244		25,087
Loss on foreign denominated transactions	9,923		—		9,923
(Gain) loss on foreign currency derivatives	(4,921)		499		(4,422)
Loss (gain) on sale and disposal of businesses, fixed assets, and sale-leaseback transactions	13,406		(3,476)		9,930
Reclassification of interest rate hedge to income	(1,044)		—		(1,044)
Bad debt expense	1,738		1,069		2,807
Asset impairment charges and lease terminations	2,058		—		2,058
Amortization of deferred financing costs and bond discounts	4,933		—		4,933
Amortization of cloud computing	2,414		1,196		3,610
Provision (benefit) for deferred income taxes	5,036		(5,403)		(367)
Other, net	7,322		(768)		6,554
Changes in assets and liabilities, net of acquisitions:
Accounts and notes receivable, net	(47,245)		2,500		(44,745)
Inventory	11,310		(7,166)		4,144
Prepaid and other assets	7,986		(983)		7,003
Advertising fund assets and liabilities, restricted	(12,220)		—		(12,220)
Other assets	(47,699)		—		(47,699)
Deferred commissions	(428)		—		(428)
Deferred revenue	971		448		1,419
Accounts payable	3,968		18,458		22,426
Accrued expenses and other liabilities	8,022		(9,831)		(1,809)
Income tax receivable	(3,431)		2,014		(1,417)
Cash provided by (used in) operating activities	107,224		(5,539)		101,685
Cash flows from investing activities:
Capital expenditures	(155,920)		—		(155,920)
Cash used in business acquisitions, net of cash acquired	(2,759)		—		(2,759)
Proceeds from sale-leaseback transactions	11,808		—		11,808
Proceeds from sale or disposal of businesses and fixed assets, net of cash sold	112,845		—		112,845
Cash used in investing activities	(34,026)		—		(34,026)
Cash flows from financing activities:
Payment of debt extinguishment and issuance costs	(871)		—		(871)
Repayment of long-term debt	(34,005)		—		(34,005)
Proceeds from revolving lines of credit and short-term debt	46,000		—		46,000
Repayment of revolving lines of credit and short-term debt	(71,000)		—		(71,000)
Repayment of principal portion of finance lease liability	(2,199)		(426)		(2,625)
Payment of Tax Receivable Agreement	(38,362)		—		(38,362)


Acquisition of non-controlling interest	(644)		—		(644)
Purchase of common stock	(2)		—		(2)
Tax obligations for share-based compensation	(980)		—		(980)
Cash used in financing activities	(102,063)		(426)		(102,489)
Effect of exchange rate changes on cash	(1,615)		—		(1,615)


Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted	(30,480)		(5,965)		(36,445)
Cash and cash equivalents, beginning of period	176,522		(20,610)		155,912
Cash included in advertising fund assets, restricted, beginning of period	38,537		—		38,537
Restricted cash, beginning of period	657		—		657
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period	215,716		(20,610)		195,106
Cash and cash equivalents, end of period	148,814		(26,575)		122,239
Cash included in advertising fund assets, restricted, end of period	32,008		—		32,008
Restricted cash, end of period	4,414		—		4,414
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period	$	185,236	$	(26,575)	$	158,661


	Three Months Ended September 27, 2025
(in thousands, except per share amounts)	As Previously Reported		Restatement Impacts		As Restated		Discontinued Operations Reclassification Impacts		As Restated and Recast
Net revenue:
Franchise royalties and fees	$	50,824	$	—	$	50,824	$	—	$	50,824
Company-operated store sales	331,259		—		331,259		—		331,259
Independently-operated store sales	51,410		—		51,410		(51,410)		—
Advertising contributions	27,883		—		27,883		—		27,883
Supply and other revenue	74,308		(2,123)		72,185		(2,640)		69,545
Total net revenue	535,684		(2,123)		533,561		(54,050)		479,511
Operating expenses:
Company-operated store expenses	193,129		(622)		192,507		—		192,507
Independently-operated store expenses	30,178		(5)		30,173		(30,173)		—
Advertising expenses	27,884		—		27,884		—		27,884
Supply and other expenses	42,552		761		43,313		(808)		42,505
Selling, general, and administrative expenses	145,177		13,342		158,519		(15,297)		143,222


Depreciation and amortization	34,828		398		35,226		(12,940)		22,286



Total operating expenses	473,748		13,874		487,622		(59,218)		428,404
Operating income (loss)	61,936		(15,997)		45,939		5,168		51,107
Other expenses, net:
Interest expense, net	23,603		1,682		25,285		(123)		25,162
Foreign currency transaction gain, net	(5,419)		(252)		(5,671)		—		(5,671)
Loss on debt extinguishment	4,549		—		4,549		—		4,549
Other expenses, net	22,733		1,430		24,163		(123)		24,040
Income (loss) before taxes from continuing operations	39,203		(17,427)		21,776		5,291		27,067
Income tax (benefit) expense	(21,659)		(11,573)		(33,232)		(1,117)		(34,349)
Net income (loss) from continuing operations	$	60,862	$	(5,854)	$	55,008	$	6,408	$	61,416

Net loss from discontinued operations, net of tax	—		—		—		(6,408)		(6,408)
Net income (loss)	$	60,862	$	(5,854)	$	55,008	$	—	$	55,008




Basic earnings (loss) per share:
Continuing Operations	$	0.37	$	(0.04)	$	0.33	$	0.04	$	0.37
Discontinued Operations	—		—		—		(0.04)		(0.04)
Net basic earnings (loss) per share	$	0.37	$	(0.04)	$	0.33	$	—	$	0.33

Diluted earnings (loss) per share:
Continuing Operations	$	0.37	$	(0.04)	$	0.33	$	0.04	$	0.37
Discontinued Operations	—		—		—		(0.04)		(0.04)
Net diluted earnings (loss) per share	$	0.37	$	(0.04)	$	0.33	$	—	$	0.33

Weighted average shares outstanding
Basic	163,900		—		163,900		—		163,900
Diluted	165,124		—		165,124		—		165,124


	Three Months Ended September 27, 2025
		As Previously Reported		Restatement Impacts		As Restated
(in thousands)
Net income (loss)		$	60,862	$	(5,854)	$	55,008
Other comprehensive income (loss):
Foreign currency translation adjustments		(10,452)		8,315		(2,137)
Unrealized loss from cash flow hedges, net of tax		(4,666)		(253)		(4,919)
Actuarial gain of defined pension plan, net of tax		—		—		—
Other comprehensive income (loss), net		(15,118)		8,062		(7,056)
Total comprehensive income		45,744		2,208		47,952
Comprehensive income attributable to non-controlling interests		—		—		—
Comprehensive income attributable to Driven Brands Holdings Inc.		$	45,744	$	2,208	$	47,952


	Nine Months Ended September 27, 2025
(in thousands, except per share amounts)	As Previously Reported		Restatement Impacts		As Restated		Discontinued Operations Reclassification Impacts		As Restated and Recast
Net revenue:
Franchise royalties and fees	$	144,714	$	—	$	144,714	$	—	$	144,714
Company-operated store sales	978,670		—		978,670		—		978,670
Independently-operated store sales	189,841		—		189,841		(189,841)		—
Advertising contributions	80,249		—		80,249		—		80,249
Supply and other revenue	209,361		(5,053)		204,308		(5,605)		198,703
Total net revenue	1,602,835		(5,053)		1,597,782		(195,446)		1,402,336
Operating expenses:
Company-operated store expenses	565,391		6,561		571,952		—		571,952
Independently-operated store expenses	104,713		10		104,723		(104,723)		—
Advertising expenses	80,249		—		80,249		—		80,249
Supply and other expenses	116,939		2,882		119,821		(2,726)		117,095
Selling, general, and administrative expenses	471,347		(18,300)		453,047		(34,646)		418,401


Depreciation and amortization	102,883		1,198		104,081		(42,355)		61,726



Total operating expenses	1,441,522		(7,649)		1,433,873		(184,450)		1,249,423
Operating income	161,313		2,596		163,909		(10,996)		152,913
Other expenses, net:
Interest expense, net	91,496		1,465		92,961		(387)		92,574
Foreign currency transaction (gain) loss, net	(17,406)		2,605		(14,801)		—		(14,801)
Loss on debt extinguishment	4,549		—		4,549		—		4,549
Other expenses, net	78,639		4,070		82,709		(387)		82,322
Income (loss) before taxes from continuing operations	82,674		(1,474)		81,200		(10,609)		70,591
Income tax (benefit) expense	(7,487)		(6,131)		(13,618)		(7,147)		(20,765)
Net income from continuing operations	$	90,161	$	4,657	$	94,818	$	(3,462)	$	91,356
Gain on sale of discontinued operations, net of tax	37,367		1,581		38,948		—		38,948
Net (loss) income from discontinued operations, net of tax	(13,596)		(1,192)		(14,788)		3,462		(11,326)
Net income	$	113,932	$	5,046	$	118,978	$	—	$	118,978




Basic earnings (loss) per share:
Continuing Operations	$	0.55	$	0.03	$	0.58	$	(0.02)	$	0.56
Discontinued Operations	0.14		0.01		0.15		0.02		0.17
Net basic earnings per share	$	0.69	$	0.04	$	0.73	$	—	$	0.73

Diluted earnings (loss) per share:
Continuing Operations	$	0.55	$	0.03	$	0.58	$	(0.02)	$	0.56
Discontinued Operations	0.14		0.01		0.15		0.02		0.17
Net diluted earnings per share	$	0.69	$	0.04	$	0.73	$	—	$	0.73

Weighted average shares outstanding
Basic	162,434		—		162,434		—		162,434
Diluted	163,686		—		163,686		—		163,686


	Nine Months Ended September 27, 2025
		As Previously Reported		Restatement Impacts		As Restated
(in thousands)
Net income		$	113,932	$	5,046	$	118,978
Other comprehensive income (loss):
Foreign currency translation adjustments		51,287		4,131		55,418
Unrealized loss from cash flow hedges, net of tax		(4,409)		(1,683)		(6,092)
Actuarial gain of defined pension plan, net of tax		16		—		16
Other comprehensive income, net		46,894		2,448		49,342
Total comprehensive income		160,826		7,494		168,320
Comprehensive income attributable to non-controlling interests		—		—		—
Comprehensive income attributable to Driven Brands Holdings Inc.		$	160,826	$	7,494	$	168,320

CONSOLIDATED BALANCE SHEET (Unaudited)


	September 27, 2025
(in thousands, except share and per share amounts)	As Previously Reported		Restatement Impacts		As Restated		Discontinued Operations Reclassification Impacts		As Restated and Recast
Assets
Current assets:
Cash and cash equivalents	$	162,028	$	(27,256)	$	134,772	$	(23,992)	$	110,780
Restricted cash	335		—		335		—		335
Accounts and notes receivable, net	188,208		(29,129)		159,079		(3,997)		155,082
Inventory	65,195		(7,347)		57,848		(10,390)		47,458
Prepaid and other assets	35,178		(504)		34,674		(15,705)		18,969
Income tax receivable	16,025		17,613		33,638		(2,905)		30,733
Advertising fund assets, restricted	63,617		(1,367)		62,250		—		62,250
Assets held for sale	54,540		1,475		56,015		—		56,015
Current assets of discontinued operations	—		—		—		56,989		56,989
Total current assets	585,126		(46,515)		538,611		—		538,611
Other assets	120,802		37		120,839		—		120,839
Property and equipment, net	758,874		7,177		766,051		(309,960)		456,091
Operating lease right-of-use assets	570,213		36,322		606,535		(124,038)		482,497
Deferred commissions	7,589		—		7,589		—		7,589
Intangibles, net	655,792		—		655,792		(33,937)		621,855
Goodwill	1,445,383		—		1,445,383		(231,128)		1,214,255
Deferred tax assets	9,151		1,445		10,596		(1,245)		9,351
Non-current assets of discontinued operations	—		—		—		700,308		700,308
Total assets	$	4,152,930	$	(1,534)	$	4,151,396	$	—	$	4,151,396
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	89,355	$	13,313	$	102,668	$	(9,615)	$	93,053
Accrued expenses and other liabilities	226,515		1,957		228,472		(42,497)		185,975
Income tax payable	13,190		(208)		12,982		(120)		12,862
Current portion of long-term debt	277,770		2,285		280,055		(132)		279,923
Tax receivable agreement payable	22,674		1,502		24,176		—		24,176
Advertising fund liabilities	18,644		3,966		22,610		—		22,610
Current liabilities of discontinued operations	—		—		—		52,364		52,364
Total current liabilities	648,148		22,815		670,963		—		670,963
Long-term debt	1,936,610		8,412		1,945,022		(74)		1,944,948
Deferred tax liabilities	72,249		(5,506)		66,743		(63,118)		3,625
Operating lease liabilities	541,110		36,635		577,745		(104,082)		473,663
Tax receivable agreement payable	110,907		(6,470)		104,437		—		104,437
Deferred revenue	29,641		808		30,449		—		30,449
Long-term accrued expenses and other liabilities	20,775		—		20,775		(19,623)		1,152
Non-current liabilities of discontinued operations	—		—		—		186,897		186,897
Total liabilities	3,359,440		56,694		3,416,134		—		3,416,134

Preferred Stock $0.01 par value; 100,000,000 shares authorized; none issued or outstanding	—		—		—		—		—
Common stock, $0.01 par value, 900,000,000 shares authorized: and 164,531,712 shares outstanding	1,645		—		1,645		—		1,645
Additional paid-in capital	1,725,174		5,564		1,730,738		—		1,730,738
Accumulated deficit	(888,651)		(85,741)		(974,392)		—		(974,392)
Accumulated other comprehensive (loss) income	(44,678)		21,949		(22,729)		—		(22,729)


Total shareholders’ equity	793,490		(58,228)		735,262		—		735,262


Total liabilities and shareholders' equity	$	4,152,930	$	(1,534)	$	4,151,396	$	—	$	4,151,396


	Three Months Ended September 27, 2025
	As Previously Reported			Restatement Impacts			As Restated
(in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount
Preferred stock, $0.01 par value per share	—	$	—	—	$	—	—	$	—
Common stock, $0.01 par value per share
Balance at beginning of period	164,274,617	$	1,643	—	$	—	164,274,617	$	1,643
Stock issued relating to Employee Stock Purchase Plan	31,912	—		—	—		31,912	—
Shares issued for exercise/vesting of share-based compensation awards	147,689	2		—	—		147,689	2
Balance at end of period	164,454,218	$	1,645	—	$	—	164,454,218	$	1,645
Additional paid-in capital
Balance at beginning of period		$	1,720,825		$	7,666		$	1,728,491
Share-based compensation expense		5,191			(2,102)			3,089
Stock issued relating to Employee Stock Purchase Plan		438			—			438
Tax obligations for share-based compensation		(1,280)			—			(1,280)
Balance at end of period		$	1,725,174		$	5,564		$	1,730,738
Accumulated deficit
Balance at beginning of period		$	(949,513)		$	(79,887)		$	(1,029,400)
Net income (loss)		60,862			(5,854)			55,008
Balance at end of period		$	(888,651)		$	(85,741)		$	(974,392)
Accumulated other comprehensive (loss) income
Balance at beginning of period		$	(29,560)		$	13,887		$	(15,673)
Other comprehensive (loss) income		(15,118)			8,062			(7,056)
Balance at end of period		$	(44,678)		$	21,949		$	(22,729)
Total shareholders’ equity		$	793,490		$	(58,228)		$	735,262


	Nine Months Ended September 27, 2025
	As Previously Reported			Restatement Impacts			As Restated
(in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount
Preferred stock, $0.01 par value per share	—	$	—	—	$	—	—	$	—
Common stock, $0.01 par value per share
Balance at beginning of period	163,842,248	$	1,638	—	$	—	163,842,248	$	1,638
Stock issued relating to Employee Stock Purchase Plan	76,605	1		—	—		76,605	1
Shares issued for exercise/vesting of share-based compensation awards	540,973	6		—	—		540,973	6
Forfeiture of restricted stock awards	(5,608)	—		—	—		(5,608)	—
Balance at end of period	164,454,218	$	1,645	—	$	—	164,454,218	$	1,645
Additional paid-in capital
Balance at beginning of period		$	1,699,851		$	7,722		$	1,707,573
Share-based compensation expense		28,269			(2,158)			26,111
Stock issued relating to Employee Stock Purchase Plan		961			—			961
Tax obligations for share-based compensation		(3,907)			—			(3,907)
Balance at end of period		$	1,725,174		$	5,564		$	1,730,738
Accumulated deficit
Balance at beginning of period		$	(1,002,583)		$	(90,787)		$	(1,093,370)
Net income		113,932			5,046			118,978
Balance at end of period		$	(888,651)		$	(85,741)		$	(974,392)
Accumulated other comprehensive loss (income)
Balance at beginning of period		$	(91,572)		$	19,501		$	(72,071)
Other comprehensive income		46,894			2,448			49,342
Balance at end of period		$	(44,678)		$	21,949		$	(22,729)
Total shareholders’ equity		$	793,490		$	(58,228)		$	735,262


	Nine Months Ended September 27, 2025
(in thousands)	As Previously Reported		Restatement Impacts		As Restated
Net income	$	113,932	$	5,046	$	118,978
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	105,109		1,198		106,307
Share-based compensation expense	28,269		(2,157)		26,112
(Gain) loss on foreign denominated transactions	(21,560)		4,287		(17,273)
Loss (gain) on foreign currency derivatives	4,154		(1,683)		2,471
Gain on sale and disposal of businesses, fixed assets, and sale leaseback transactions	(21,560)		(11,908)		(33,468)
Loss on fair value of seller note receivable	17,000		—		17,000
Reclassification of interest rate hedge to income	(5,980)		—		(5,980)
Bad debt expense	13,275		(48)		13,227
Asset impairment charges and lease terminations	19,747		6,598		26,345
Amortization of deferred financing costs and bond discounts	7,441		—		7,441
Amortization of cloud computing	15,190		(1,878)		13,312
(Benefit) provision for deferred income taxes	(36,628)		18,511		(18,117)
Loss on extinguishment of debt	4,549		—		4,549
Other, net	(2,500)		(2,640)		(5,140)
Changes in operating assets and liabilities, net of acquisitions:
Accounts and notes receivable, net	(30,866)		2,754		(28,112)
Inventory	2,657		336		2,993
Prepaid and other assets	2,242		929		3,171
Advertising fund assets and liabilities, restricted	(14,845)		—		(14,845)
Other assets	(18,210)		745		(17,465)
Deferred commissions	(343)		—		(343)
Deferred revenue	(1,679)		230		(1,449)
Accounts payable	(533)		1,111		578
Accrued expenses and other liabilities	39,296		(3,489)		35,807
Income tax receivable	16,588		(12,723)		3,865
Cash provided by operating activities	234,745		5,219		239,964
Cash flows from investing activities:
Capital expenditures	(167,384)		(966)		(168,350)
Cash used in business acquisitions, net of cash acquired	(8,112)		—		(8,112)
Proceeds from sale leaseback transactions	35,279		—		35,279
Proceeds from Seller Note	113,000		—		113,000
Proceeds from sale or disposal of businesses and fixed assets, net of cash sold	277,062		(2,265)		274,797
Cash provided by (used in) investing activities	249,845		(3,231)		246,614
Cash flows from financing activities:
Payment of debt extinguishment and issuance costs	(1,414)		—		(1,414)
Repayment of long-term debt	(370,915)		—		(370,915)
Proceeds from revolving lines of credit and short-term debt	121,000		—		121,000
Repayment of revolving lines of credit and short-term debt	(236,000)		—		(236,000)
Repayment of principal portion of finance lease liability	(3,581)		(1,100)		(4,681)


Tax obligations for share-based compensation	(3,907)		—		(3,907)
Stock option exercises	—		—		—
Other, net	—		—		—
Cash used in financing activities	(494,817)		(1,100)		(495,917)
Effect of exchange rate changes on cash	4,709		—		4,709
Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted	(5,518)		888		(4,630)
Cash and cash equivalents, beginning of period	169,954		(28,144)		141,810
Cash included in advertising fund assets, restricted, beginning of period	38,930		—		38,930
Restricted cash, beginning of period	358		—		358
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period	209,242		(28,144)		181,098
Cash and cash equivalents, end of period	162,028		(27,256)		134,772
Cash included in advertising fund assets, restricted, end of period	41,361		—		41,361
Restricted cash, end of period	335		—		335
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period	$	203,724	$	(27,256)	$	176,468

Supplemental cash flow disclosures - non-cash items:
Capital expenditures included in accrued expenses and other liabilities	5,745		(602)		5,143

Supplemental cash flow disclosures - US Car Wash:
Depreciation and amortization	2,226		—		2,226
Capital expenditures	2,948		1,709		4,657
Loss on sale or disposal of assets	—		7,634		7,634
Asset impairment	553		(77)		476

Supplemental cash flow disclosures - International Car Wash:
Depreciation and amortization	42,355		—		42,355
Capital expenditures	21,596		—		21,596
Loss on sale or disposal of assets	288		—		288
Asset impairment	144		—		144


	Three Months Ended September 28, 2024
(in thousands, except per share amounts)	As Previously Reported		Restatement Impacts		As Restated		Discontinued Operations Reclassification Impacts		As Restated and Recast
Net revenue:
Franchise royalties and fees	$	49,475	$	—	$	49,475	$	—	$	49,475
Company-operated store sales	298,798		(675)		298,123		—		298,123
Independently-operated store sales	49,959		—		49,959		(49,959)		—
Advertising contributions	26,823		—		26,823		—		26,823
Supply and other revenue	77,284		(4,631)		72,653		(1,759)		70,894
Total net revenue	502,339		(5,306)		497,033		(51,718)		445,315
Operating expenses:
Company-operated store expenses	177,510		(8,646)		168,864		—		168,864
Independently-operated store expenses	29,382		—		29,382		(29,382)		—
Advertising expenses	26,823		294		27,117		—		27,117
Supply and other expenses	35,779		9,417		45,196		(868)		44,328
Selling, general, and administrative expenses	149,789		(4,643)		145,146		(8,096)		137,050


Depreciation and amortization	33,418		393		33,811		(14,044)		19,767



Total operating expenses	452,701		(3,185)		449,516		(52,390)		397,126
Operating income (loss)	49,638		(2,121)		47,517		672		48,189
Other expenses, net:
Interest expense, net	43,674		58		43,732		(136)		43,596
Foreign currency transaction loss (gain), net	765		(177)		588		—		588
Loss on debt extinguishment	205		—		205		—		205
Other expenses, net	44,644		(119)		44,525		(136)		44,389
Income (loss) before taxes from continuing operations	4,994		(2,002)		2,992		808		3,800
Income tax expense	16,474		1,283		17,757		(2,594)		15,163
Net loss from continuing operations	$	(11,480)	$	(3,285)	$	(14,765)	$	3,402	$	(11,363)

Net (loss) income from discontinued operations, net of tax	(3,467)		26		(3,441)		(3,402)		(6,843)
Net loss	$	(14,947)	$	(3,259)	$	(18,206)	$	—	$	(18,206)




Basic (loss) income per share:
Continuing Operations	$	(0.07)	$	(0.02)	$	(0.09)	$	0.02	$	(0.07)
Discontinued Operations	(0.02)		—		(0.02)		(0.02)		(0.04)
Net basic loss per share	$	(0.09)	$	(0.02)	$	(0.11)	$	—	$	(0.11)

Diluted (loss) income per share:
Continuing Operations	$	(0.07)	$	(0.02)	$	(0.09)	$	0.02	$	(0.07)
Discontinued Operations	(0.02)		—		(0.02)		(0.02)		(0.04)
Net diluted loss per share	$	(0.09)	$	(0.02)	$	(0.11)	$	—	$	(0.11)

Weighted average shares outstanding
Basic	159,804		—		159,804		—		159,804
Diluted	159,804		—		159,804		—		159,804


	Three Months Ended September 28, 2024
		As Previously Reported		Restatement Impacts		As Restated
(in thousands)
Net loss		$	(14,947)	$	(3,259)	$	(18,206)
Other comprehensive income (loss):
Foreign currency translation adjustments		21,212		1,927		23,139
Unrealized gain (loss) from cash flow hedges, net of tax		558		(1,108)		(550)
Actuarial gain of defined pension plan, net of tax		12		—		12
Other comprehensive income, net		21,782		819		22,601
Total comprehensive income (loss)		6,835		(2,440)		4,395
Comprehensive income attributable to non-controlling interests		—		—		—
Comprehensive income (loss) attributable to Driven Brands Holdings Inc.		$	6,835	$	(2,440)	$	4,395


	Nine Months Ended September 28, 2024
(in thousands, except per share amounts)	As Previously Reported		Restatement Impacts		As Restated		Discontinued Operations Reclassification Impacts		As Restated and Recast
Net revenue:
Franchise royalties and fees	$	144,549	$	—	$	144,549	$	—	$	144,549
Company-operated store sales	884,944		(2,126)		882,818		—		882,818
Independently-operated store sales	163,286		—		163,286		(163,286)		—
Advertising contributions	75,804		—		75,804		—		75,804
Supply and other revenue	234,544		(7,839)		226,705		(4,606)		222,099
Total net revenue	1,503,127		(9,965)		1,493,162		(167,892)		1,325,270
Operating expenses:
Company-operated store expenses	525,529		(22,487)		503,042		—		503,042
Independently-operated store expenses	90,693		—		90,693		(90,693)		—
Advertising expenses	75,804		882		76,686		—		76,686
Supply and other expenses	112,531		24,660		137,191		(2,760)		134,431
Selling, general, and administrative expenses	393,418		2,048		395,466		(26,289)		369,177


Depreciation and amortization	97,358		906		98,264		(40,354)		57,910



Total operating expenses	1,295,333		6,009		1,301,342		(160,096)		1,141,246
Operating income (loss)	207,794		(15,974)		191,820		(7,796)		184,024
Other expenses, net:
Interest expense, net	119,241		2,167		121,408		(410)		120,998
Foreign currency transaction loss, net	5,767		322		6,089		—		6,089
Loss on debt extinguishment	205		—		205		—		205
Other expenses, net	125,213		2,489		127,702		(410)		127,292
Income (loss) before taxes from continuing operations	82,581		(18,463)		64,118		(7,386)		56,732
Income tax expense (benefit)	45,292		(4,923)		40,369		(4,444)		35,925
Net income (loss) from continuing operations	$	37,289	$	(13,540)	$	23,749	$	(2,942)	$	20,807

Net (loss) income from discontinued operations, net of tax	(17,816)		3,427		(14,389)		2,942		(11,447)
Net income (loss)	$	19,473	$	(10,113)	$	9,360	$	—	$	9,360




Basic earnings (loss) per share:
Continuing Operations	$	0.23	$	(0.08)	$	0.15	$	(0.02)	$	0.13
Discontinued Operations	(0.11)		0.02		(0.09)		0.02		(0.07)
Net basic earnings (loss) per share	$	0.12	$	(0.06)	$	0.06	$	—	$	0.06

Diluted earnings (loss) per share:
Continuing Operations	$	0.23	$	(0.08)	$	0.15	$	(0.02)	$	0.13
Discontinued Operations	(0.11)		0.02		(0.09)		0.02		(0.07)
Net diluted earnings (loss) per share	$	0.12	$	(0.06)	$	0.06	$	—	$	0.06

Weighted average shares outstanding
Basic	159,743		—		159,743		—		159,743
Diluted	160,713		—		160,713		—		160,713


	Nine Months Ended September 28, 2024
		As Previously Reported		Restatement Impacts		As Restated
(in thousands)
Net income (loss)		$	19,473	$	(10,113)	$	9,360
Other comprehensive income (loss):
Foreign currency translation adjustments		2,629		1,925		4,554
Unrealized loss from cash flow hedges, net of tax		(924)		(609)		(1,533)
Actuarial gain of defined pension plan, net of tax		2		—		2
Other comprehensive income (loss), net		1,707		1,316		3,023
Total comprehensive income (loss)		21,180		(8,797)		12,383
Comprehensive income attributable to non-controlling interests		—		—		—
Comprehensive income (loss) attributable to Driven Brands Holdings Inc.		$	21,180	$	(8,797)	$	12,383

(Unaudited)


	September 28, 2024
(in thousands, except share and per share amounts)	As Previously Reported		Restatement Impacts		As Restated		Discontinued Operations Reclassification Impacts		As Restated and Recast
Assets
Current assets:
Cash and cash equivalents	$	204,181	$	(26,123)	$	178,058	$	(73,548)	$	104,510
Restricted cash	4,414		—		4,414		—		4,414
Accounts and notes receivable, net	171,887		(27,242)		144,645		(4,479)		140,166
Inventory	69,857		(6,577)		63,280		(13,383)		49,897
Prepaid and other assets	37,483		236		37,719		(20,014)		17,705
Income tax receivable	18,429		1,310		19,739		(4,480)		15,259
Advertising fund assets, restricted	54,939		(757)		54,182		—		54,182
Assets held for sale	185,985		—		185,985		(55,214)		130,771
Current assets of discontinued operations	—		—		—		171,118		171,118
Total current assets	747,175		(59,153)		688,022		—		688,022
Other assets	116,046		(4,410)		111,636		(3,312)		108,324
Property and equipment, net	1,418,352		(2,079)		1,416,273		(1,004,229)		412,044
Operating lease right-of-use assets	1,362,917		22,208		1,385,125		(967,435)		417,690
Deferred commissions	6,955		—		6,955		—		6,955
Intangibles, net	677,277		—		677,277		(34,198)		643,079
Goodwill	1,427,467		—		1,427,467		(213,686)		1,213,781
Deferred tax assets	3,627		1,049		4,676		—		4,676
Non-current assets of discontinued operations	—		—		—		2,222,860		2,222,860
Total assets	$	5,759,816	$	(42,385)	$	5,717,431	$	—	$	5,717,431
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	78,759	$	26,086	$	104,845	$	(16,040)	$	88,805
Accrued expenses and other liabilities	254,341		2,275		256,616		(88,145)		168,471
Income tax payable	1,016		—		1,016		—		1,016
Current portion of long-term debt	32,872		1,452		34,324		(1,041)		33,283
Tax receivable agreement payable	—		—		—		—		—
Advertising fund liabilities	26,668		5,370		32,038		—		32,038
Current liabilities of discontinued operations	—		—		—		105,226		105,226
Total current liabilities	393,656		35,183		428,839		—		428,839
Long-term debt	2,732,572		3,048		2,735,620		(4,365)		2,731,255
Deferred tax liabilities	164,713		(17,820)		146,893		(60,403)		86,490
Operating lease liabilities	1,311,895		22,902		1,334,797		(925,751)		409,046
Tax receivable agreement payable	133,611		(338)		133,273		—		133,273
Deferred revenue	31,750		579		32,329		—		32,329
Long-term accrued expenses and other liabilities	28,812		—		28,812		(26,355)		2,457
Non-current liabilities of discontinued operations	—		—		—		1,016,874		1,016,874
Total liabilities	4,797,009		43,554		4,840,563		—		4,840,563

Preferred Stock $0.01 par value; 100,000,000 shares authorized; none issued or outstanding	—		—		—		—		—
Common stock, $0.01 par value, 900,000,000 shares authorized: and 164,531,712 shares outstanding	1,641		—		1,641		—		1,641
Additional paid-in capital	1,687,948		6,700		1,694,648		—		1,694,648
Accumulated deficit	(690,614)		(95,943)		(786,557)		—		(786,557)
Accumulated other comprehensive (loss) income	(36,168)		3,304		(32,864)		—		(32,864)


Total shareholders’ equity	962,807		(85,939)		876,868		—		876,868


Total liabilities and shareholders' equity	$	5,759,816	$	(42,385)	$	5,717,431	$	—	$	5,717,431


	Three Months Ended September 28, 2024
	As Previously Reported			Restatement Impacts			As Restated
(in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount
Preferred stock, $0.01 par value per share	—	$	—	—	$	—	—	$	—
Common stock, $0.01 par value per share
Balance at beginning of period	164,082,430	$	1,641	—	$	—	164,082,430	$	1,641
Stock issued relating to Employee Stock Purchase Plan	29,432	—		—	—		29,432	—
Shares issued for exercise/vesting of share-based compensation awards	1,932	—		—	—		1,932	—
Balance at end of period	164,113,794	$	1,641	—	$	—	164,113,794	$	1,641
Additional paid-in capital
Balance at beginning of period		$	1,674,766		$	6,009		$	1,680,775
Share-based compensation expense		12,798			691			13,489
Stock issued relating to Employee Stock Purchase Plan		402			—			402
Tax obligations for share-based compensation		(18)			—			(18)
Balance at end of period		$	1,687,948		$	6,700		$	1,694,648
Accumulated deficit
Balance at beginning of period		$	(675,667)		$	(92,684)		$	(768,351)
Net loss		(14,947)			(3,259)			(18,206)
Balance at end of period		$	(690,614)		$	(95,943)		$	(786,557)
Accumulated other comprehensive (loss) income
Balance at beginning of period		$	(57,950)		$	2,485		$	(55,465)
Other comprehensive income		21,782			819			22,601
Balance at end of period		$	(36,168)		$	3,304		$	(32,864)
Total shareholders’ equity		$	962,807		$	(85,939)		$	876,868


	Nine Months Ended September 28, 2024
	As Previously Reported			Restatement Impacts			As Restated
(in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount
Preferred stock, $0.01 par value per share	—	$	—	—	$	—	—	$	—
Common stock, $0.01 par value per share
Balance at beginning of period	163,965,231	$	1,640	—	$	—	163,965,231	$	1,640
Stock issued relating to Employee Stock Purchase Plan	73,196	—		—	—		73,196	—
Shares issued for exercise/vesting of share-based compensation awards	174,953	2		—	—		174,953	2
Share repurchases	—	—		—	—		—	—
Forfeiture of restricted stock awards	(99,586)	(1)		—	—		(99,586)	(1)
Balance at end of period	164,113,794	$	1,641	—	$	—	164,113,794	$	1,641
Additional paid-in capital
Balance at beginning of period		$	1,652,401		$	3,765		$	1,656,166
Share-based compensation expense		35,641			2,935			38,576
Stock issued relating to Employee Stock Purchase Plan		904			—			904
Tax obligations for share-based compensation		(998)			—			(998)
Balance at end of period		$	1,687,948		$	6,700		$	1,694,648
Accumulated deficit
Balance at beginning of period		$	(710,087)		$	(85,830)		$	(795,917)
Net income (loss)		19,473			(10,113)			9,360
Balance at end of period		$	(690,614)		$	(95,943)		$	(786,557)
Accumulated other comprehensive (loss) income
Balance at beginning of period		$	(37,875)		$	1,988		$	(35,887)
Other comprehensive income		1,707			1,316			3,023
Balance at end of period		$	(36,168)		$	3,304		$	(32,864)
Non-controlling interests
Balance at beginning of period		$	644		$	—		$	644
Acquisition of non-controlling interest		(644)			—			(644)
Balance at end of period		$	—		$	—		$	—
Total shareholders’ equity		$	962,807		$	(85,939)		$	876,868

(Unaudited)


	Nine Months Ended September 28, 2024
(in thousands)	As Previously Reported		Restatement Impacts		As Restated
Net income (loss)	$	19,473	$	(10,113)	$	9,360
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	131,219		907		132,126
Share-based compensation expense	35,641		2,936		38,577
Loss on foreign denominated transactions	8,744		301		9,045
(Gain) loss on foreign currency derivatives	(2,977)		19		(2,958)
Loss (gain) on sale and disposal of businesses, fixed assets, and sale-leaseback transactions	32,998		(4,050)		28,948
Reclassification of interest rate hedge to income	(1,560)		—		(1,560)
Bad debt expense	5,759		1,667		7,426
Asset impairment charges and lease terminations	15,008		—		15,008
Amortization of deferred financing costs and bond discounts	7,240		—		7,240
Amortization of cloud computing	3,436		3,027		6,463
Provision for deferred income taxes	13,571		(4,044)		9,527
Loss on extinguishment of debt	205		—		205
Other, net	3,219		2,070		5,289
Changes in assets and liabilities, net of acquisitions:
Accounts and notes receivable, net	(37,752)		3,050		(34,702)
Inventory	1,337		(5,384)		(4,047)
Prepaid and other assets	7,648		(1,444)		6,204
Advertising fund assets and liabilities, restricted	(4,209)		—		(4,209)
Other assets	(63,015)		—		(63,015)
Deferred commissions	642		—		642
Deferred revenue	1,248		448		1,696
Accounts payable	11,504		13,900		25,404
Accrued expenses and other liabilities	27,359		(4,127)		23,232
Income tax receivable	(8,230)		(721)		(8,951)
Cash provided by (used in) operating activities	208,508		(1,558)		206,950
Cash flows from investing activities:
Capital expenditures	(219,307)		(3,196)		(222,503)
Cash used in business acquisitions, net of cash acquired	(2,759)		—		(2,759)
Proceeds from sale-leaseback transactions	17,944		—		17,944
Proceeds from sale or disposal of businesses and fixed assets, net of cash sold	255,548		—		255,548
Cash provided by (used in) investing activities	51,426		(3,196)		48,230
Cash flows from financing activities:
Payment of debt extinguishment and issuance costs	(9,646)		—		(9,646)
Proceeds from the issuance of long-term debt	274,794		—		274,794
Repayment of long-term debt	(422,492)		—		(422,492)
Proceeds from revolving lines of credit and short-term debt	46,000		—		46,000
Repayment of revolving lines of credit and short-term debt	(71,000)		—		(71,000)
Repayment of principal portion of finance lease liability	(4,301)		(759)		(5,060)
Payment of Tax Receivable Agreement	(38,374)		—		(38,374)
Acquisition of non-controlling interest	(644)		—		(644)

Other, net	(998)		—		(998)
Cash used in financing activities	(226,661)		(759)		(227,420)
Effect of exchange rate changes on cash	71		—		71
Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted	33,344		(5,513)		27,831


Cash and cash equivalents, beginning of period	176,522		(20,610)		155,912
Cash included in advertising fund assets, restricted, beginning of period	38,537		—		38,537
Restricted cash, beginning of period	657		—		657
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period	215,716		(20,610)		195,106
Cash and cash equivalents, end of period	204,181		(26,123)		178,058
Cash included in advertising fund assets, restricted, end of period	40,465		—		40,465
Restricted cash, end of period	4,414		—		4,414
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period	$	249,060	$	(26,123)	$	222,937

Supplemental cash flow disclosures - non-cash items:
Capital expenditures included in accrued expenses and other liabilities	16,742		(3,196)		13,546