Restatement of Previously Issued Consolidated Financial Statements

On February 23, 2026, the Audit Committee of the Board of Directors, after consultation with the Company’s management, concluded there were material errors in the previously issued consolidated financial statements for fiscal year 2024 and fiscal year 2023 contained in the 2024 Form 10-K, and in the previously issued unaudited consolidated financial statements for each of the quarterly and year-to-date periods within fiscal year 2024 as well as the quarterly and year-to-date periods for the periods ended September 27, 2025, June 28, 2025 and March 29, 2025 contained in the Company’s Quarterly Reports on Form 10-Q, and concluded that such financial statements should not be relied upon and required restatement (the “Restatement”). Such restated annual financial statements and restated interim financial information were included within the Annual Report. The Company has restated all previously reported amounts within the accompanying consolidated financial statements, footnote disclosures, and other financial information that were impacted by the Restatement.

This Note describes the nature of the Restatement and shows the impact of the Restatement on each financial statement line item and the effects of these errors on the consolidated statement of operations, consolidated statement of comprehensive

income (loss), consolidated statement of shareholders’ equity, and consolidated statement of cash flows for the three months ended March 29, 2025.

As discussed in Note 12, on February 24, 2025, the Company entered into a definitive agreement to sell its U.S. Car Wash business and on April 10, 2025, the Company completed the sale. The net assets and operations of the U.S. Car Wash disposal group met the criteria to be classified as “discontinued operations” in the first quarter of 2025. As further discussed in Note 12, on November 27, 2025, the Company entered into a definitive agreement to sell its ICW business and on January 27, 2026, the Company completed the sale of the ICW business. The net assets and operations of the ICW disposal group met the criteria to be classified as discontinued operations beginning in the fourth quarter of 2025. As the ICW business was not previously presented as discontinued operations in the Company’s consolidated financial statements, the effects of the prior period errors and the recast of the ICW business as discontinued operations on the consolidated financial statements are reflected below. The Company has presented below a reconciliation from the previously reported to the restated amounts and further presented a reconciliation from the restated amounts to the restated and recast consolidated financial statements reflecting discontinued operations.

The Company restated its consolidated financial statements as of and for the three months ended March 29, 2025, among other periods as previously disclosed. Below is an overview of the restatement adjustments and their impact on the consolidated financial statements reported herein.

•Cash adjustments: The Company identified unreconciled and aged differences between the general ledger cash balance and bank statements in prior years resulting in overstatement of cash primarily related to period prior to the three months ended March 29, 2025. The impact of the errors affect the opening and closing cash balances on the statement of cash flows for the three months ended March 29, 2025 by $28 million and $30 million, respectively.

•Other adjustments: The Company has calculated the tax impact of the errors and has also identified other immaterial errors, including the effect on the respective period of items originating in earlier periods as disclosed in the Annual Report, which have been reflected in the tables below.

The impact of the correction of the errors discussed above on the consolidated financial statements as of and for the three months ended March 29, 2025 is as follows:

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS (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	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)
Loss on debt extinguishment	—		—		—		—		—
Other expenses, net	36,744		(809)		35,935		(140)		35,795
Income 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 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

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Unaudited)


	Three Months Ended March 29, 2025
(in thousands)		As Previously Reported		Restatement Impacts		As Restated

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


Comprehensive income attributable to Driven Brands Holdings Inc.		$	26,175	$	1,234	$	27,409

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited)


	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

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES

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 on foreign currency derivatives	342		(440)		(98)
Loss 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 - U.S. 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
Loss on sale or disposal of assets	(306)		—		(306)
Asset impairment	65		—		65