Driven Brands Holdings Inc. Announces Amendment to Base Indenture: Key Details for Investors

Driven Brands Holdings Inc. (NASDAQ: DRVN), a leading automotive services company, has filed a Form 8-K to disclose the entry into a Material Definitive Agreement that could have implications for shareholders and the company’s financial reporting obligations.

Key Highlights of the Announcement

• Entry into Amendment No. 1 to the Base Indenture:
  • On March 11, 2026, Driven Brands Funding LLC and Driven Brands Canada Funding Corporation (both wholly-owned subsidiaries of Driven Brands Holdings Inc., collectively the “Co-Issuers”) executed “Amendment No. 1 to the Base Indenture” with Citibank, N.A., as trustee and securities intermediary.
  • This amendment relates to the Second Amended and Restated Base Indenture, originally dated October 20, 2025.
• Pivotal Changes in Amendment No. 1:
  • Extension of Deadlines: The amendment modifies the Base Indenture to extend deadlines for certain deliverables required from the Co-Issuers. Specifically, if a re-issuance restatement of the Co-Issuers’ financial statements occurs, deadlines are extended to ensure compliance and orderly reporting.
  • Clarification of Requirements: The amendment clarifies the requirements following a restatement of the financial statements, setting out new timelines and notification procedures to ensure all parties (including the trustee, servicer, back-up manager, and rating agencies) are promptly informed.
• Unchanged Key Obligation:
  • The amendment does NOT change the requirement for Driven Brands Holdings Inc. to deliver its Annual Report on Form 10-K for fiscal year ended December 27, 2025, to the Trustee by April 26, 2026. The company expects to comply with this deadline.
• Forward-Looking Statements & Risks:
  • The filing contains forward-looking statements regarding the company’s intent and expectation to file the Form 10-K on time. However, there are risks, including the possibility of a material delay in financial reporting, which could affect the timely filing of the Form 10-K.
  • Any material delay or failure to file could impact compliance with debt covenants, investor confidence, and potentially the share price.

Details of the Amendment (Exhibit 4.1)

• Accounting and Financial Determinations:
  • The amendment addresses how restatements (“Re-issuance Restatements”) of financial statements are to be handled, including the inclusion of year-end audit adjustments and the requirement for revised auditor opinions to accompany any restated financials.
  • If a restatement is required, audited financials and the related revised audit opinion must be delivered within 90 days following notice of the restatement.
  • The amendment stipulates prompt notification (within no more than five business days) to all relevant parties if a restatement is determined to be necessary.
• No Express or Implied Waiver:
  • The amendment is clear that, except as specifically changed, all other provisions of the Base Indenture remain in full force and effect.
  • This ensures that the financial reporting obligations and protections for noteholders and secured parties remain intact.
• Legal Execution:
  • The amendment was executed by senior officers of Driven Brands Funding, Driven Brands Canada Funding, Citibank (as trustee), and with the consent of Midland Loan Services (as the Control Party).

Potential Impact on Shareholders and Share Price

• Why This Matters:
  • Any changes to the company’s financial reporting obligations or extensions of deadlines for restatements can be material to investors, as they directly affect the transparency and timeliness of financial disclosures.
  • Although the company expects to file its 10-K on time, the amendment highlights the risk of potential delays if a restatement is required. This risk is important for investors to consider, as delayed filings can raise concerns about internal controls, financial stability, or compliance with debt agreements—all of which can impact the share price.
  • Additionally, the company’s proactive step in amending the indenture demonstrates its intent to maintain transparency and compliance, even in scenarios involving restatements.

Other Notable Information

• Company Details:
  • Driven Brands Holdings Inc. is incorporated in Delaware.
  • Principal executive offices: 440 South Church Street, Suite 700, Charlotte, North Carolina 28202.
  • Trading Symbol: DRVN on The Nasdaq Global Select Market.

Conclusion

This amendment is a key development for Driven Brands Holdings Inc. investors, as it addresses how the company will handle financial restatements and related reporting obligations. While the company expects to meet its filing deadlines, shareholders should remain alert to any announcements regarding financial statement restatements or delays in annual reporting, as these could be significant and potentially affect the company’s stock price.

Disclaimer: This article is for informational purposes only and does not constitute investment, legal, or tax advice. Investors should consult with their professional advisors before making investment decisions. The information is based on filings by Driven Brands Holdings Inc. as of March 11, 2026, and may be subject to change.

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