Driven Brands Holdings Inc. Provides Preliminary 2025 & Q1 2026 Results, Receives Nasdaq Deficiency Notice Due to Delayed 10-K Filing

Key Highlights from the Report

• Driven Brands (NASDAQ: DRVN) released preliminary, unaudited results for Q4 and full-year 2025, and Q1 2026.
• The company has delayed filing its FY2025 10-K due to identified material errors and expects a restatement of prior financial statements. As a result, it has also delayed its Q1 2026 10-Q filing.
• Driven Brands received a notice of deficiency from Nasdaq for non-compliance with filing deadlines, which could ultimately impact its continued listing if not resolved.
• Despite these issues, Driven Brands asserts it has strong liquidity, with \$130M cash as of March 28, 2026, and undrawn credit facilities. Net debt was reduced from approximately \$2.1B to \$1.6B in Q1 2026.
• The company is not yet providing a fiscal 2026 outlook due to the ongoing restatement and review process.

Detailed Results and Disclosures

Preliminary Unaudited Financial Results

• Q4 2025 Revenue: \$450M – \$460M
• FY 2025 Revenue: \$1.85B – \$1.86B
• Q1 2026 Revenue: \$475M – \$485M
• Same-Store Sales (SSS):
  • Take 5 SSS: Q4 2025: 0.3% – 0.5%; FY 2025: 3.5% – 3.7%; Q1 2026: 0% – 1.0%
  • Meineke SSS: Q4 2025: 6.1% – 6.2%; FY 2025: 1.9% – 2.1%; Q1 2026: 4.3% – 4.5%
• Net Unit Growth:
  • Take 5: Q4 2025: 81 units; FY 2025: 175 units; Q1 2026: 29 units
  • Total Net Unit Growth: Q4 2025: 60 units; FY 2025: 161 units; Q1 2026: 29 units
• Adjusted EBITDA:
  • Q4 2025: \$100M – \$110M
  • FY 2025: \$440M – \$450M
  • Q1 2026: Expected to be lower than prior year due to restatement-related expenses
• Note: Results exclude US and International Car Wash businesses, both treated as discontinued operations.

Liquidity and Capital Structure

• Cash and Cash Equivalents: \$130M as of March 28, 2026
• Net Debt: Reduced to ~\$1.6B as of end of Q1 2026, down from ~\$2.1B at FY2025 end
• Revolving Credit Facility & Securitization Variable Funding Notes: Both remain fully undrawn; management asserts liquidity is sufficient for operating needs

Regulatory and Compliance Developments

• Delayed Filings & Restatements:
  • On February 23, 2026, Driven Brands’ Audit Committee found material errors in previously issued consolidated financial statements for FY2024, FY2023, and interim periods in 2024 and 2025. These statements should not be relied upon and require restatement.
  • The company is delayed in filing its FY2025 10-K and Q1 2026 10-Q, citing ongoing internal review and remediation of material weaknesses in internal controls over financial reporting and disclosure controls.
  • The company had originally targeted an April 26, 2026 filing for the FY2025 10-K, but now expects to file on or before June 15, 2026, the Nasdaq-imposed compliance deadline.
  • Driven Brands expects the Q1 2026 10-Q will also be delayed as a result.
• Nasdaq Deficiency Notice:
  • On April 15, 2026, Nasdaq notified Driven Brands of non-compliance with Listing Rule 5250(c)(1) due to the delayed 10-K filing.
  • This notice has no immediate effect on the listing or trading of DRVN shares on the Nasdaq Global Select Market.
  • The company has 60 calendar days (until June 15, 2026) to submit a compliance plan. Nasdaq may grant up to 180 calendar days (until October 12, 2026) to regain compliance, at its discretion.
  • Driven Brands intends to take all necessary steps to regain compliance and is working diligently to complete the review and filing.

Potential Shareholder Impacts and Price-Sensitive Information

• Material Weaknesses and Restatement: The discovery of material errors and the pending restatement of several years of financials is significant. This introduces uncertainty regarding the company’s historic and recent financial performance, which is likely to be viewed negatively by the market until resolved.
• Nasdaq Listing Risk: While there is no immediate risk to the listing, failure to file and regain compliance could ultimately result in delisting, which would likely have a severe negative impact on share value.
• Financial Uncertainty: The inability to provide a 2026 outlook, and the fact that Q1 2026 results are unaudited and subject to change, adds to the risk profile for investors until restatements are completed and controls remediated.
• Liquidity Position: The reduction in net debt and strong cash position are positives, but may be overshadowed by the restatement and compliance issues in the short term.

Forward-Looking Statements and Risk Factors

The company cautions that its forward-looking statements, including those regarding the timing of the 10-K filing and compliance with Nasdaq, are subject to various risks and uncertainties, including the possibility of further delays, additional material weaknesses, and the risk of not regaining compliance. Investors should not place undue reliance on preliminary unaudited results or management’s expectations until audited results are published and restatements are complete.

Disclaimer

This article is for informational purposes only and does not constitute investment advice, an offer, or a recommendation to buy or sell any securities. Investors are encouraged to review the company’s full SEC filings and consult with a qualified financial advisor before making investment decisions. Past performance is not indicative of future results. The article is based on preliminary and unaudited information, which is subject to change.

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