Driven Brands to restate FY2023-2025 results on fixed-asset errors; cuts FY26 EBITDA guide to $410-430M

Driven Brands Holdings Inc.

• Audit Committee concluded Oct 31, 2026 that FY2023, FY2024, FY2025 and quarterly results through Q2 2026 contain material errors; PwC's audit report can no longer be relied upon.
• Errors tied to fixed assets: failure to timely write off sale-leaseback assets, misclassification and incorrect useful lives; CFO Mike Diamond says Adjusted EBITDA impact is negligible to date.
• Q3 Form 10-Q will miss the Nov 5, 2026 deadline; Form 12b-25 due by Nov 6, Q3 earnings call delayed, and share repurchases suspended until reporting is current.
• Preliminary Q3: system same-store sales +2.0%, Take 5 +4.9% (25th straight quarter of growth), Franchise Brands +0.5%, Auto Glass Now +6.5%; Take 5 net units +27, Franchise -34.
• FY26 Adjusted EBITDA cut to $410-430M from $430-460M; adjusted EPS $1.10-1.20 from $1.15-1.25; restatement costs now at least $50M vs prior $35-45M range.