DRVN · Driven Brands Holdings Inc.

Driven Brands’ preliminary Q4 2025 and FY 2025 results reflect continued operational execution amid significant financial reporting disruption. Driven Same-Store Sales decelerated to 0.3%–0.5% in Q4 2025 versus 3.5%–3.7% for FY 2025, suggesting moderating growth momentum heading into fiscal 2026. Revenue remained robust—$450–$460 million in Q4 and $1,850–$1,860 million for FY 2025—supported by net unit growth of 81 Driven locations and 60 Take 5 locations in FY 2025. However, Adjusted EBITDA guidance for Q1 2026 explicitly states it will be lower than prior year due to restatement-related expenses, signaling near-term margin pressure unrelated to core operations. Critically, the Company’s inability to file its FY 2025 Form 10-K stems from material errors in FY 2023 and FY 2024 financials and multiple interim periods, triggering a Nasdaq non-compliance notice under Rule 5250(c)(1). The restatement process has uncovered material weaknesses in internal control over financial reporting and disclosure controls—systemic issues that divert management attention and raise questions about financial reliability beyond the current delay. While the Company expects to file the 10-K by June 15, 2026, and retains adequate liquidity ($130M cash, undrawn credit facilities), the extended reporting gap, absence of finalized GAAP reconciliations for Adjusted EBITDA, and lack of updated forward-looking guidance (e.g., FY 2026 outlook deferred until 10-K filing) collectively impair investor visibility and increase execution risk. This confluence of operational performance, governance deficiency, and regulatory exposure constitutes a HIGH materiality event requiring close monitoring of remediation progress and audit committee oversight.