Driven Brands Holdings Inc. (DRVN)

CIK: 0001804745. SIC: 7500 Services-Automotive Repair, Services & Parking. Latest 10-K as of: 2026-05-19.

SIC breadcrumb: Services > SIC Major Group 75 > SIC 7500 Services-Automotive Repair, Services & Parking

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1804745. Latest filing source: 0001804745-26-000048.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-19. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001804745.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-06-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001804745.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001804745-26-000059.

Extracted from a later financial-section MD&A body after Item 2 boundaries were low-confidence. Confidence: high. Filing date: 2026-06-11. Report date: 2026-03-28.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion and analysis for Driven Brands Holdings Inc. and Subsidiaries (“Driven Brands,” “the Company,” “we,” “us,” or “our”) should be read in conjunction with our consolidated financial statements and the related notes to our consolidated financial statements included elsewhere in this Quarterly Report. We operate on a 52-or 53-week fiscal year, which ends on the last Saturday in December. The three months ended March 28, 2026 and March 29, 2025, were both 13 week periods.

Overview

Description of Business

Driven Brands is the largest automotive services company in North America with a growing and highly-franchised base of over 4,200 locations across 49 U.S. states and Canada. Our scaled, diversified platform fulfills an extensive range of core retail and commercial automotive needs, including oil change, paint, collision, glass, and repair services. We have continued to consistently grow our revenue through same store sales growth and adding new franchised and company-operated stores. Driven Brands generated net revenue of approximately $484 million during the three months ended March 28, 2026, an increase of 8% compared to the prior year and system-wide sales of approximately $1.6 billion during the three months ended March 28, 2026, an increase of 6% from the prior year.

The broader operating environment in which we conduct our business is subject to a number of macroeconomic and industry-specific factors that may affect our performance. We have experienced softening demand within certain businesses, primarily as a result of inflationary pressures, increased competition, industry and macroeconomic dynamics, possible future tariffs, global conflicts, and negative weather patterns. We believe the impact of inflation on consumer demand and our cost structure could be significant throughout the remainder of 2026.

Restatement of Previously Issued Consolidated Financial Statements

As described in Note 3 - Restatement of Previously Issued Consolidated Financial Statements included in Item 1, certain financial information as of and for the three months ended March 29, 2025 was previously restated (the "Restatement"). Part I Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations has been updated to reflect the effects of the Restatement of our consolidated financial statements. We incurred $9 million in non-recurring costs related to the Restatement during the three months ended March 28, 2026.

Resegmentation

In the fourth quarter of 2025, as a result of the announcement of the sale of its International Car Wash (“ICW”) business and the related results reflected within discontinued operations, the Company re-evaluated its operating segments, which resulted in a change to the reportable segments. The Company now has the following reportable segments: Take 5, Franchise Brands, and Auto Glass Now. Prior period information has been recast to reflect the current reportable segments.

Discontinued Operations

As previously disclosed in the Company’s Annual Report, in April 2025, the Company sold the U.S. Car Wash business and in November 2025 the Company entered into a definitive agreement to sell ICW to Neptune Acquisition Bidco Limited. On January 27, 2026, the Company completed the sale of ICW for an aggregate purchase price of €411 million, or approximately $490 million.

The net assets and operations of these disposal groups each met the criteria to be classified as discontinued operations and are reported as such in all periods presented. Unless otherwise noted, the discussion throughout Part I Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q, including the various metrics cited, excludes the U.S. Car Wash and ICW businesses and pertains only to our continuing operations. For information on discontinued operations, refer to Note 2 and Note 12 to our consolidated financial statements.

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Q1 2026 Highlights and Key Performance Indicators

(as compared to same period in the prior year, unless otherwise noted)

Net Revenue

Net revenue was $484 million for the three months ended March 28, 2026 compared to $448 million for the three months ended March 29, 2025. The increase of $36 million was primarily due to the following:

•same store sales growth within all segments;

•net store growth within the Take 5 and Franchise Brands segments; and

•increased supply sales, primarily associated with Take 5 franchised store growth.

Net Income From Continuing Operations

We recognized net income from continuing operations of $24 million, or $0.14 per diluted share, for the three months ended March 28, 2026, compared to $14 million, or $0.08 per diluted share, for the three months ended March 29, 2025. The increase of approximately $10 million was primarily due to the following:

•same store sales growth within all segments;

•net store growth within the Take 5 and Franchise Brands segments;

•decreased interest expense of $13 million associated with decreased borrowings in the current year;

•increased supply sales, primarily associated with Take 5 franchised store growth;

•decreased fixed asset losses and asset impairments of $9 million primarily relating to U.S. Car Wash assets that were not included in the disposal group in the prior year; and

•reduced share-based compensation of $6 million primarily associated with pre-IPO awards that vested in the second quarter of 2025.

These factors were partially offset by:

•increased costs directly associated with sales growth in the period;

•increased foreign currency transaction losses of $9 million;

•increased professional fees, primarily due to $9 million of non-recurring fees associated with the Restatement and remediation plan; and

•increased cloud computing amortization of $3 million related to additional cloud computing arrangements placed in service during the trailing 12 months.

Adjusted Net Income

Adjusted Net Income was $49 million for the three months ended March 28, 2026 compared to $39 million for the three months ended March 29, 2025. This increase of approximately $10 million was primarily due to the following:

•same store sales growth within all segments;

•net store growth within the Take 5 and Franchise Brands segments;

•decreased interest expense of $13 million associated with decreased borrowings in the current year; and

•increased supply sales, primarily associated with Take 5 franchised store growth.

These factors were partially offset by:

•increased costs directly associated with sales growth in the period; and

•increased professional fees, primarily due to $9 million of non-recurring fees associated with the Restatement and remediation plan.

Adjusted EBITDA

Adjusted EBITDA was $104 million for the three months ended March 28, 2026 compared to $102 million for the three months ended March 29, 2025. The increase of approximately $2 million was primarily due to:

•same store sales growth within all segments;

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•net store growth within the Take 5 and Franchise Brands segments; and

•increased supply sales, primarily associated with Take 5 franchised store growth.

These factors were partially offset by:

•increased costs directly associated with sales growth in the period; and

•increased professional fees, primarily due to $9 million of non-recurring fees associated with the Restatement and remediation plan.

Other Key Performance Indicators

•Consolidated same store sales increased by 2.1%.

•Consolidated system-wide sales increased $86 million.

•The Company added 202 net new stores during the trailing twelve months.

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Key Performance Indicators

Key measures that we use in assessing our business and evaluating our segments include the following:

System-wide sales — System-wide sales represent the total of net sales for our franchised and company-operated stores, regardless of ownership. This measure allows management to better assess the total size and health of each segment, our overall store performance, and the strength of our market position relative to competitors. Sales at franchised stores are not included as revenue in our results from continuing operations, but rather, we include franchise royalties and fees that are derived from sales at franchised stores.Mobile units are associated with a parent store, and their sales are reflected in overall system-wide sales.

Store count — Store count reflects the number of franchised and company-operated stores open at the end of the reporting period. Management reviews the number of new, closed, acquired, and divested stores to assess net unit growth and drivers of trends in system-wide sales, franchise royalties and fees revenue and company-operated store sales. Temporary closings remain in the respective store counts.

Same store sales — Same store sales reflect the change in comparable sales year-over-year for the same store sale base. We define the same store sale base to include all franchised and company-operated stores open for comparable weeks during the given fiscal period in both the current and prior year, which may be different from how others define similar terms. This measure highlights the performance of existing stores, while excluding the impact of new store openings, closures, acquisitions, and divestitures.

Adjusted EBITDA — We define Adjusted EBITDA as earnings from continuing operations before interest expense, net, income tax expense, and depreciation and amortization, with further adjustments for acquisition related costs, cloud computing amortization, share-based compensation, loss on debt extinguishment, foreign currency transaction related gains or losses, and certain non-recurring and non-core, infrequent or unusual charges. Adjusted EBITDA is a supplemental measure of operating performance of our segments and may not be comparable to similar measures reported by other companies. Adjusted EBITDA is a performance metric utilized by our Chief Operating Decision Maker to allocate resources to and assess performance of our segments. Refer to Note 4 in our consolidated financial statements for a reconciliation of reportable segment Adjusted EBITDA to income from continuing operations before taxes for the three months ended March 28, 2026 and March 29, 2025.

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The following table sets forth our key performance indicators for the three months ended March 28, 2026 and March 29, 2025:

Three Months Ended

(in thousands, except store count or as otherwise noted)

March 28, 2026

March 29, 2025

As Restated

System-Wide Sales

System-Wide Sales:

Take 5

$

441,668

$

387,488

Franchise Brands

1,061,596

1,033,366

Auto Glass Now

62,906

59,339

     Total

$

1,566,170

$

1,480,193

System-Wide Sales by Business Model:

Franchised Stores

$

1,229,038

$

1,166,062

Company-Operated Stores

337,132

314,131

     Total

$

1,566,170

$

1,480,193

Store Count

Store Count:

Take 5

1,371

1,203

Franchise Brands

2,704

2,660

Auto Glass Now

206

216

     Total

4,281

4,079

Store Count by Business Model:

Franchised Stores

3,238

3,115

Company-Operated Stores

1,043

964

     Total

4,281

4,079

Same Store Sales % by segment

Take 5

4.5

%

8.0

%

Franchise Brands

0.9

%

(2.9

%)

Auto Glass Now

7.2

%

(0.4

%)

 Total consolidated

2.1

%

(0.3

%)

Adjusted EBITDA by segment

Take 5

$

109,472

$

96,395

Franchise Brands

41,357

42,880

Auto Glass Now

5,934

5,317

Adjusted EBITDA margin by segment

Take 5

33.9%

32.7%

Franchise Brands

59.6%

61.4%

Auto Glass Now

9.4%

9.0%

Total consolidated

21.5%

22.9%

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Reconciliation of Non-GAAP Financial Information

To supplement our consolidated financial statements prepared and presented in accordance with U.S. GAAP, we use certain non-GAAP financial measures throughout this Quarterly Report, as described further below, to provide investo

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from a later financial-section MD&A body after the formal Item 7 span was a short reference. Confidence: high. Filing date: 2026-05-19. Report date: 2025-12-27.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion and analysis for Driven Brands Holdings Inc. and Subsidiaries (“Driven Brands,” “the Company,” “we,” “us,” or “our”) should be read in conjunction with our consolidated financial statements and the related notes to our consolidated financial statements included elsewhere in this Annual Report. We operate on a 52- or 53-week fiscal year, which ends on the last Saturday in December. The twelve months ended December 27, 2025, December 28, 2024, and December 30, 2023 were all 52 week periods.

Overview

Description of Business

Driven Brands is the largest automotive services company in North America with a growing and highly-franchised base of over 4,200 locations across 49 states in the U.S. and Canada. Our scaled, diversified platform fulfills an extensive range of core retail and commercial automotive needs, including oil change, paint, collision, glass, and repair services. We have continued to consistently grow our revenue through same store sales growth and adding new franchised and company-operated stores. Driven Brands generated net revenue of approximately $1.9 billion during the year ended December 27, 2025, an increase of 6% compared to the prior year, and system-wide sales of approximately $6.1 billion during the year ended December 27, 2025, an increase of 3% from the prior year.

The broader operating environment in which we conduct our business is subject to a number of macroeconomic and industry-specific factors that may affect our performance. We have experienced softening demand within certain businesses, primarily as a result of inflationary pressures, increased competition, industry and macroeconomic dynamics, possible future tariffs, global conflicts, and negative weather patterns. We believe the impact of inflation on consumer demand and our cost structure could be significant in 2026.

Restatement of Previously Issued Consolidated Financial Statements

We have restated our previously issued audited consolidated financial statements for fiscal years 2024 and 2023 contained in the 2024 Form 10-K. Refer to the Explanatory Note preceding Item 1, Business, Note 3, Restatement of Previously Issued Consolidated Financial Statements and Note 19, Restatement and Recast of Quarterly Financial Information (Unaudited), included in Item 8 for background on the restatement, the fiscal periods impacted, control considerations, and other information.

In addition, we have restated certain previously reported financial information for fiscal years 2024 and 2023 in this Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations as well as the Company’s unaudited interim financial statements for each of the quarterly and year-to-date periods for the periods ended September 27, 2025, June 28, 2025 and March 29, 2025, and the respective comparative periods.

In connection with the preparation of our financial statements for the fiscal year ended December 27, 2025, we identified multiple material weaknesses in our internal control over financial reporting as further described in Item 9A. As a result, we have concluded that our internal controls were not effective as of December 27, 2025. We are taking steps to remediate these weaknesses, including enhancing our control environment and implementing additional review procedures.

Adjustments made as a result of the Restatement impacted financial results for fiscal years 2023 and 2024 and the first three quarters of fiscal year 2025. The impact of the Restatement on net income in 2023, 2024, and through the end of the third quarter of 2025 were reductions of $54 million, $5 million, and $5 million, respectively and reductions of $57 million, $12 million, and $8 million on Adjusted EBITDA in 2023, 2024 and through the end of the third quarter of 2025, respectively. An overview of the primary impacts from the restatement adjustments on the financial results is set forth below.

•Cash adjustments: The impact of the errors relating to cash adjustments to the consolidated statement of operations for fiscal year 2024 is an increase to selling, general, and administrative expenses of $4 million. The impact of the errors to the consolidated statement of operations for fiscal year 2023 is a decrease to company-operated store sales of $6 million and a $1 million increase to selling, general, and administrative expenses. The impact of the errors to the consolidated balance sheet as of December 28, 2024 is a decrease to cash and cash equivalents of $28 million. The errors further affect the opening and closing cash balances and operating cash flows in the consolidated statements of cash flows for fiscal years 2024 and 2023.

•Accounts payable adjustments: The impact of the errors caused by incorrect journal entries associated with the roll-out of the Company's DrivenAdvantage business resulted in $7 million of accounts payable adjustments to the

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consolidated balance sheet as of December 28, 2024, with a corresponding increase to company-operated store expenses for fiscal year 2023 (collectively, these errors are referred to herein as the “Accounts Payable Adjustments”).

•Accounts receivable adjustments: The impact of the errors relating to accounts receivable adjustments to the consolidated statement of operations for fiscal year 2023 is a $9 million increase to selling, general, and administrative expenses and a $3 million decrease to supply and other revenue. The impact of the errors to the consolidated statement of operations for fiscal year 2024 is a $2 million decrease to company-operated store sales, a $2 million decrease to supply and other revenue, and a $1 million increase to selling, general and administrative expenses. The impact of the errors to the consolidated balance sheet as of December 28, 2024 is a decrease to accounts receivable of $26 million.

•Other adjustments: The Company has also identified certain other errors, which have been reflected in the tables in Note 3.

Errors associated with the restatement impacted certain financial information on a year-over-year basis, however, unless otherwise noted, the discussion below will not address the financial statement impacts of the Restatement errors.

Details of the impact of the restatement on the Company's consolidated financial statements are provided in Note 3 and details of the impact of the restatement on the Company's unaudited interim condensed consolidated financial statements are provided in Note 19 within the Notes to Financial Statements included in Item 8 of this Form 10-K.

Resegmentation

In the first quarter of 2025, the Company reorganized its operating segments to simplify its reporting structure, align with the Company’s current business model, and increase transparency for our investors, which resulted in a change to our reportable segments. As a result, the Company had the following reportable segments: Take 5, Franchise Brands, and Car Wash. Then, in the fourth quarter of 2025, as a result of the announcement of the sale of our International Car Wash (“ICW”) business and the related results reflected within our discontinued operations, the Company re-evaluated its operating segments, which resulted in another change to the reportable segments. As of the fourth quarter of 2025, the Company now has the following reportable segments: Take 5, Franchise Brands, and Auto Glass Now. Prior period information has been recast to reflect the current reportable segments.

Discontinued Operations

As previously disclosed in the Company’s 2024 Form 10-K, on February 24, 2025, the Company entered into a definitive agreement to sell its U.S. Car Wash business to Express Wash Operations, LLC dba Whistle Express Car Wash (the “Buyer”) for an aggregate purchase price of $385 million, subject to customary adjustments. Under the terms of the agreement, the Buyer agreed to pay the Company $255 million in cash and deliver to the Company an interest-bearing seller note (“Seller Note”) evidencing a loan of $130 million. The transaction was completed on April 10, 2025. In July 2025, the Company sold the Seller Note for $113 million.

On November 27, 2025, the Company entered into a definitive agreement to sell its ICW business to Neptune Acquisition Bidco Limited. On January 27, 2026, the Company completed the sale of ICW for an aggregate purchase price of €411 million, or $490 million.

The net assets and operations of these disposal groups each met the criteria to be classified as discontinued operations and are reported as such in all periods presented. Unless otherwise noted, the discussion throughout Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K, including the various metrics cited, excludes the U.S. Car Wash and ICW businesses and pertains only to our continuing operations. Certain financial activity related to the U.S. Car Wash business, including results from stores closed in 2023 and 2024 and certain assets held for sale, is included in continuing operations within Corporate and Other results. For information on discontinued operations, refer to Note 2 and Note 18 to our consolidated financial statements.

2025 Highlights and Key Performance Indicators

(as compared to same period in the prior year, unless otherwise noted)

Net Revenue

Net revenue was $1.9 billion for the year ended December 27, 2025 compared to $1.8 billion for the year ended December 28, 2024. The increase of $110 million was primarily due to the following:

•same store sales growth of 7.9% and 6.2% within the Auto Glass Now and Take 5 segments, respectively; and

•175 net store growth, primarily within the Take 5 segment.

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These factors were partially offset by:

•the absence of $45 million of revenue in 2025 from our Canadian distribution business, which we sold in the third quarter of 2024; and

•decline in same store sales of 1.1% within the Franchise Brands segment.

Net Income From Continuing Operations

We recognized net income from continuing operations of $132 million, or $0.80 per diluted share, for the year ended December 27, 2025, compared to less than $1 million, or $— per diluted share, for the year ended December 28, 2024. The increase of approximately $132 million was primarily due to the following:

•same store sales growth of 7.9% and 6.2% within the Auto Glass Now and Take 5 segments, respectively;

•175 net store growth, primarily within the Take 5 segment;

•decreased interest expense of $36 million, primarily relating to the full repayment of the Term Loan Facility and decreased borrowings on the Revolving Credit Facility;

•the net release of a valuation allowance for deferred tax assets which includes the release of a valuation allowance of $37 million that incorporates the impact from the enactment of the One Big Beautiful Bill Act (“OBBBA”);

•a positive impact from foreign exchange of $32 million;

•decreased asset impairment charges of $28 million; and

•reduced share-based compensation expense of $19 million, primarily associated with pre-IPO awards that fully vested in the second quarter of fiscal year 2025.

These factors were partially offset by:

•the absence of net income in 2025 from our Canadian distribution business, which we sold in the third quarter of 2024;

•decline in same store sales of 1.1% within the Franchise Brands segment;

•increased costs directly associated with sales growth in the period;

•increased expenses related to new store openings and repair and maintenance charges;

•legal expenses primarily associated with legal matters disclosed in Note 17;

•increased net losses on the sale or disposal of assets;

•a $17 million loss on fair value of Seller Note assumed from the sale of the U.S. Car Wash business;

•increased allowance for credit losses of $10 million relating to aged accounts receivables;

•increased professional fees of $4 million associated with transactions in 2025;

•increased project costs associated with efforts to improve operational efficiencies across finance;

•increased cloud computing amortization of $8 million associated with the Company’s growth and technological investments; and

•a $5 million loss on debt extinguishment.

Adjusted Net Income

Adjusted Net Income was $199 million for the year ended December 27, 2025 compared to $175 million for the year ended December 28, 2024. The reconciliation of net income from continuing operations to adjusted net income, showing various impacts and adjustments, is below. This increase of approximately $24 million was also impacted by the following:

•same store sales growth of 7.9% and 6.2% within the Auto Glass Now and Take 5 segments, respectively;

•175 net store growth, primarily within the Take 5 segment; and

•decreased interest expense of $36 million, primarily relating to the full repayment of the Term Loan Facility and decreased borrowings on the Revolving Credit Facility.

These factors were partially offset by:

•the absence of adjusted net income in 2025 from our Canadian distribution business, which we sold in the third quarter of 2024;

•increased costs directly associated with sales growth in the period;

•increased expenses related to new store openings and repair and maintenance charges;

•decline in same store sales of 1.1% within the Franchise Brands segment;

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•increased allowance for credit losses of $10 million relating to aged accounts receivables; and

•increased professional and IT costs, including a reduction of capitalized labor.

Adjusted EBITDA

Adjusted EBITDA was $449 million for the year ended December 27, 2025 compared to $443 million for the year ended December 28, 2024. The reconciliation of net income from continuing operations to adjusted EBITDA, showing various impacts and adjustments, is below. The increase of approximately $6 million was also impacted by the following:

•same store sales growth of 7.9% and 6.2% within the Auto Glass Now and Take 5 segments, respectively; and

•175 net store growth, primarily within the Take 5 segment.

These factors were partially offset by:

•the absence of $10 million of adjusted EBITDA in 2025 from our Canadian distribution business, which we sold in the third quarter of 2024;

•increased costs directly associated with sales growth in the period;

•increased expenses related to new store openings and repair and maintenance charges;

•decline in same store sales of 1.1% within the Franchise Brands segment;

•increased allowance for credit losses of $10 million relating to aged accounts receivables; and

•increased professional and IT costs, including a reduction of capitalized labor.

Key Performance Indicators

•Consolidated same store sales increased by 1.0%.

•Consolidated system-wide sales increased $162 million.

•The Company added 175 net new stores during the year.

2024 Highlights and Key Performance Indicators

(as compared to same period in the prior year, unless otherwise noted)

Net Revenue

Net revenue was $1.8 billion for the year ended December 28, 2024 compared to $1.7 billion for the year ended December 30, 2023. The increase of $42 million was primarily due to the following:

•same store sales growth of 6.7% and 0.9% within the Take 5 and Franchise Brands segments, respectively; and

•197 net store growth, primarily within the Take 5 segment.

These factors were partially offset by:

•decreased revenue of $36 million associated with nine company-operated stores that were sold to a franchisee in January 2024;

•decreased revenue of $19 million from our Canadian distribution business, which we sold in the third quarter of 2024;

•the absence of revenue associated with U.S. Car Wash stores that were closed during 2023 and not included in the U.S. Car Wash disposal group; and

•decline in same store sales of 11.6% within the Auto Glass Now segment.

Net Income From Continuing Operations

We recognized net income from continuing operations of less than $1 million, or $0.00 per diluted share, for the year ended December 28, 2024, compared to a net loss of $47 million, or $0.29 loss per diluted share, for the year ended December 30, 2023. The increase of approximately $47 million was primarily due to the following:

•same store sales growth of 6.7% and 0.9% within the Take 5 and Franchise Brands segments, respectively;

•197 net store growth, primarily within the Take 5 segment;

•lapping the impact of the Accounts Payable Adjustments in 2023; and

•decreased asset impairments and asset disposals of $67 million, primarily associated with U.S. Car Wash sites closed during 2023 of $105 million, partially offset by impairments for sites held for sale that were not included in the disposal group of the U.S. Car Wash divestiture.

46

These factors were partially offset by:

•decreased net income associated with nine company-operated stores that were sold to a franchisee in January 2024;

•decreased net income in the second half of 2024 from our Canadian distribution business, which we sold in the third quarter of 2024;

•costs directly associated with sales growth in the period;

•decline in same store sales of 11.6% within the Auto Glass Now segment;

•increased employee related benefit costs, primarily related to $31 million of share-based compensation expense relating to the modification of pre-IPO awards in the fourth quarter of 2023;

•a negative impact from foreign exchange of $22 million; and

•increased professional services costs, IT expenses, and cloud computing amortization reflective of the Company’s growth and technological investments.

Adjusted Net Income

Adjusted Net Income was $175 million for the year ended December 28, 2024 compared to $93 million for the year ended December 30, 2023. The reconciliation of Net Income from Continuing Operations to Adjusted Net Income, showing various impacts and adjustments, is below. This increase of approximately $81 million was also impacted by the following:

•same store sales growth of 6.7% and 0.9% within the Take 5 and Franchise Brands segments, respectively;

•197 net store growth, primarily within the Take 5 segment; and

•lapping the impact of the Accounts Payable Adjustments in 2023.

These factors were partially offset by:

•decreased adjusted net income associated with nine company-operated stores that were sold to a franchisee in January 2024;

•decreased adjusted net income in the second half of 2024 from our Canadian distribution business, which we sold in the third quarter of 2024;

•costs directly associated with sales growth in the period;

•decline in same store sales of 11.6% within the Auto Glass Now segment;

•increased employee related benefit costs; and

•increased professional services costs and IT expenses reflective of the Company’s growth and technological investments.

Adjusted EBITDA

Adjusted EBITDA was $443 million for the year ended December 28, 2024 compared to $352 million for the year ended December 30, 2023. The reconciliation of Net Income from Continuing Operations to Adjusted EBITDA, showing various impacts and adjustments, is below. The increase of approximately $91 million was also impacted by the following:

•same store sales growth of 6.7% and 0.9% within the Take 5 and Franchise Brands segments, respectively;

•197 net store growth, primarily within the Take 5 segment; and

•lapping the impact of the Accounts Payable Adjustments in 2023.

These factors were partially offset by:

•decreased adjusted EBITDA associated with nine company-operated stores that were sold to a franchisee in January 2024;

•decreased adjusted EBITDA in the second half of 2024 from our Canadian distribution business, which we sold in the third quarter of 2024;

•costs directly associated with sales growth in the period;

•decline in same store sales of 11.6% within the Auto Glass Now segment;

•increased employee related benefit costs; and

•increased professional services costs and IT expenses, reflective of the Company’s growth and technological investments.

47

Key Performance Indicators

•Consolidated same store sales increased by 1.5%.

•Consolidated system-wide sales increased $230 million.

•The Company added 197 net new stores during the year.

48

Key Performance Indicators

Key measures that we use in assessing our business and evaluating our segments include the following:

System-wide sales — System-wide sales represent the total of net sales for our franchised and company-operated stores. This measure allows management to better assess the total size and health of each segment, our overall store performance, and the strength of our market position relative to competitors. Sales at franchised stores are not included as revenue in our results from continuing operations, but rather, we include franchise royalties and fees that are derived from sales at franchised stores.

Store count — Store count reflects the number of franchised and company-operated stores open at the end of the reporting period. Management reviews the number of new, closed, acquired, and divested stores to assess net unit growth and drivers of trends in system-wide sales, franchise royalties and fees revenue and company-operated store sales.

Same store sales — Same store sales reflect the change in sales year-over-year for the same store base. We define the same store base to include all franchised and company-operated stores open for comparable weeks during the given fiscal period in both the current and prior year, which may be different from how others define similar terms. This measure highlights the performance of existing stores, while excluding the impact of new store openings and closures and acquisitions and divestitures.

Adjusted EBITDA — We define Adjusted EBITDA as earnings from continuing operations before interest expense, net, income tax expense, and depreciation and amortization, with further adjustments for acquisition related costs, cloud computing amortization, share-based compensation, loss on debt extinguishment, foreign currency transaction related gains or losses, and certain non-recurring and non-core, infrequent or unusual charges. Adjusted EBITDA is a supplemental measure of operating performance of our segments and may not be comparable to similar measures reported by other companies. Adjusted EBITDA is a performance metric utilized by our Chief Operating Decision Maker to allocate resources to and assess performance of our segments. Refer to Note 10 in our consolidated financial statements for a reconciliation of reportable segment Adjusted EBITDA to income from continuing operations before taxes for the years ended December 27, 2025, December 28, 2024, and December 30, 2023.

49

The following table sets forth our key performance indicators for the years ended December 27, 2025, December 28, 2024, and December 30, 2023:

Year Ended

(in thousands, except store count or as otherwise noted)

December 27, 2025

December 28, 2024

December 30, 2023

As Restated

As Restated

System-Wide Sales

System-Wide Sales:

Take 5

$

1,617,081

$

1,385,577

$

1,162,806

Franchise Brands

4,218,034

4,303,374

4,268,367

Auto Glass Now

257,604

237,500

254,568

Corporate and Other

—

4,393

15,380

     Total

$

6,092,719

$

5,930,844

$

5,701,121

System-Wide Sales by Business Model:

Franchised Stores

$

4,797,761

$

4,752,061

$

4,560,980

Company-Operated Stores

1,294,958

1,178,783

1,140,141

     Total

$

6,092,719

$

5,930,844

$

5,701,121

Store Count

Store Count:

Take 5

1,342

1,181

1,007

Franchise Brands

2,699

2,679

2,655

Auto Glass Now

211

217

218

     Total

4,252

4,077

3,880

Store Count by Business Model:

Franchised Stores

3,216

3,129

2,986

Company-Operated Stores

1,036

948

894

     Total

4,252

4,077

3,880

Same Store Sales % by segment

Take 5

6.2

%

6.7

%

14.0

%

Franchise Brands

(1.1

%)

0.9

%

8.4

%

Auto Glass Now

7.9

%

(11.6

%)

1.9

%

 Total consolidated

1.0

%

1.5

%

9.3

%

Adjusted EBITDA by segment

Take 5

$

418,676

$

380,155

$

281,050

Franchise Brands

178,838

190,759

200,503

Auto Glass Now

25,874

12,597

10,022

Adjusted EBITDA margin by segment

Take 5

34.4%

35.5%

30.4%

Franchise Brands

62.7%

64.6%

57.2%

Auto Glass Now

10.0%

5.3%

3.9%

Total consolidated

24.1%

25.3%

20.6%

50

Reconciliation of Non-GAAP Financial Information

To supplement our consolidated financial statements prepared and presented in accordance with U.S. GAAP, we use certain non-GAAP financial measures throughout this Annual Report, as described further below, to provide investors with additional useful information about our financial performance, to enhance the overall understanding of our past performance and future prospects and to allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making.

Non-GAAP financial measures have limitations in their usefulness to investors because they have no standardized meaning prescribed by U.S. GAAP and are not prepared under any comprehensive set of accounting rules or principles. In addition, non-GAAP financial measures may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies. As a result, non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, our consolidated financial statements prepared and presented in accordance with U.S. GAAP.

Adjusted Net Income/Adjusted Earnings per Share — We define Adjusted Net Income as net income from continuing operations calculated in accordance with U.S. GAAP, adjusted for acquisition related costs, equity compensation, loss on debt extinguishment, cloud computing amortization, and certain non-recurring, non-core, infrequent or unusual charges, amortization related to acquired intangible assets, and the tax effect of the adjustments. Adjusted Earnings Per Share is calculated by dividing Adjusted Net Income by the weighted average shares outstanding. Management believes this non-GAAP financial measure is useful because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans, and make strategic decisions.

51

The following table provides a reconciliation of net income from continuing operations to Adjusted Net Income and Adjusted Earnings per Share:

Year Ended

(in thousands, except per share data)

December 27, 2025

December 28, 2024

December 30, 2023

As Restated

As Restated

Net income (loss) from continuing operations

$

132,073 

$

546 

$

(46,782)

Adjustments:

Acquisition related costs(a)

1,644 

2,394 

7,588 

Non-core items and project costs, net(b)

21,560 

16,751 

5,642 

Cloud computing amortization(c)

17,696 

10,081 

2,673 

Share-based compensation expense(d)

32,079 

50,881 

19,648 

Foreign currency transaction (gain) loss, net(e)

(14,715)

17,530 

(4,078)

Impairment, notes receivable loss, (gain) loss on sale of assets, net, and closed store expenses(f)

63,160 

84,236 

124,486 

Loss on debt extinguishment (g)

5,392 

205 

— 

Amortization related to acquired intangible assets(h)

18,643 

22,653 

25,222 

Acceleration of interest rate hedge(i)

(4,422)

— 

— 

Provision for uncertain tax positions(j)

— 

— 

(354)

Valuation allowance (reversal) for deferred tax asset(k)

(37,833)

12,668 

5,113 

Adjusted net income before tax impact of adjustments

235,277 

217,945 

139,158 

Tax impact of adjustments(l)

(36,043)

(43,113)

(45,766)

Adjusted net income from continuing operations

$

199,234 

$

174,832 

$

93,392 

Basic earnings (loss) per share from continuing operations

$

0.80 

$

0.00 

$

(0.29)

Diluted earnings (loss) per share from continuing operations

$

0.80 

$

0.00 

$

(0.29)

Adjusted basic earnings per share from continuing operations

$

1.21 

$

1.07 

$

0.56 

Adjusted diluted earnings per share from continuing operations

$

1.21 

$

1.07 

$

0.56 

Weighted average shares outstanding

Basic

162,836 

160,319 

161,917 

Diluted

163,852 

161,210 

161,917 

Weighted average shares outstanding for Adjusted Net Income

Basic

162,836 

160,319 

161,917 

Diluted

163,852 

161,210 

164,100 

52

Adjusted EBITDA — We define Adjusted EBITDA as earnings from continuing operations before interest expense, net, income tax expense, and depreciation and amortization, with further adjustments for acquisition related costs, cloud computing amortization, share-based compensation, loss on debt extinguishment, foreign currency transaction related gains or losses, and certain non-recurring and non-core, infrequent or unusual charges. Adjusted EBITDA may not be comparable to similarly titled metrics of other companies due to differences in methods of calculation. Management believes this non-GAAP financial measure is useful because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans, and make strategic decisions.

The following table provides a reconciliation of net income from continuing operations to Adjusted EBITDA:

Adjusted EBITDA

Year Ended

(in thousands)

December 27, 2025

December 28, 2024

December 30, 2023

As Restated

As Restated

Net income (loss) from continuing operations

$

132,073 

$

546 

$

(46,782)

Income tax (benefit) expense

(12,842)

24,547 

5,636 

Interest expense, net

121,202 

156,991 

160,401 

Depreciation and amortization

81,858 

78,989 

76,579 

EBITDA

322,291 

261,073 

195,834 

Acquisition related costs(a)

1,644 

2,394 

7,588 

Non-core items and project costs, net(b)

21,560 

16,751 

5,642 

Cloud computing amortization(c)

17,696 

10,081 

2,673 

Share-based compensation expense(d)

32,079 

50,881 

19,648 

Foreign currency transaction (gain) loss, net(e)

(14,715)

17,530 

(4,078)

Impairment, notes receivable loss, (gain) loss on sale of assets, net, and closed store expenses(f)

63,160 

84,236 

124,486 

Loss on debt extinguishment(g)

5,392 

205 

— 

Adjusted EBITDA

$

449,107 

$

443,151 

$

351,793 

(a)Consists of acquisition costs as reflected within the consolidated statements of operations, including legal, consulting and other fees, and expenses incurred in connection with acquisitions completed during the applicable period, as well as inventory rationalization expenses incurred in connection with acquisitions. As acquisitions occur in the future, we expect to incur similar costs and, under U.S. GAAP, such costs relating to acquisitions are expensed as incurred and not capitalized.

(b)Consists of discrete items and project costs, including third-party professional costs associated with strategic transformation initiatives as well as non-recurring payroll-related costs and non-ordinary course legal settlements.

(c)Includes non-cash amortization expenses relating to cloud computing arrangements.

(d)Represents non-cash share-based compensation expense.

(e)Represents foreign currency transaction (gains) losses, net that primarily related to the remeasurement of our intercompany loans as well as gains and losses on cross-currency swaps.

(f)Consists of the following items (i) asset impairments, (ii) (gains) losses, net on sale leasebacks, disposal of assets, including assets held for sale, or sale of business; and (iii) loss on fair value of the Seller Note.

(g)Represents charges incurred related to the Company’s full repayment of the Term Loan Facility in conjunction with the sale of the U.S. Car Wash business and the issuance of the Series 2025-1 Senior Notes in the current year and charges incurred related to the Company’s partial repayment of Senior Secured Notes in conjunction with the sale of its Canadian distribution business in the prior year.

(h)Consists of amortization related to acquired intangible assets as reflected within depreciation and amortization in the consolidated statements of operations.

(i)Consists of the accelerated amortization of an interest rate hedge associated with the Series 2022-1 Senior Securitization Notes, which was refinanced in October 2025.

(j)Represents amounts recorded for uncertain tax positions, inclusive of interest and penalties.

53

(k)Represents valuation allowances on income tax carryforwards in certain jurisdictions that are not more likely than not to be realized.

(l)Represents the tax impact of adjustments associated with the reconciling items between net income from continuing operations and Adjusted Net Income, excluding the provision for uncertain tax positions and valuation allowance for certain deferred tax assets. To determine the tax impact of the deductible reconciling items, we utilized statutory income tax rates ranging from 9% to 36% depending upon the tax attributes of each adjustment and the applicable jurisdiction.

Results of Operations for the Year Ended December 27, 2025 Compared to the Year Ended December 28, 2024

To facilitate the review of our results of operations, the following tables set forth our financial results for the periods indicated. All information is derived from the consolidated statements of operations. Certain percentages presented have been rounded to the nearest number, therefore, totals may not equal the sum of the line items in the tables below.

Net Revenue

Year Ended

(in thousands)

December 27, 2025

% of Net Revenues

December 28, 2024

% of Net Revenues

As Restated

Franchise royalties and fees

$

190,085 

10.2 

%

$

188,634 

10.8 

%

Company-operated store sales

1,294,958 

69.5 

%

1,178,783 

67.3 

%

Advertising fund contributions

108,521 

5.8 

%

103,069 

5.9 

%

Supply and other revenue

268,874 

14.4 

%

281,990 

16.1 

%

    Total net revenue

$

1,862,438 

100.0 

%

$

1,752,476 

100.0 

%

Franchise Royalties and Fees

Franchise royalties and fees increased by $1 million, or 1% primarily due to increased franchise system-wide sales of $46 million, which was related to 87 net new franchised stores as well as Take 5 same store sales growth, partially offset by lower average royalty rates driven by varying performances among our franchised brands and negative same store sales within Franchise Brands.

Company-Operated Store Sales

Company-operated store sales increased $116 million, or 10%, which primarily related to 88 net new company-operated store openings as well as Take 5 and Auto Glass Now same store sales growth.

Advertising Fund Contribution

Advertising fund contributions increased by $5 million, or 5%, primarily due to increased franchise system-wide sales of $46 million and 87 net new franchised stores. Our franchise agreements typically require franchisees to pay continuing advertising fund fees based on a percentage of gross sales or a stated fee.

Supply and Other Revenue

Supply and other revenue decreased $13 million, or 5%, primarily due to the absence of $45 million of supply and other revenue in 2025 from our Canadian distribution business, which was sold in the third quarter of 2024, partially offset by increased supply sales of $35 million within the Take 5 segment.

54

Operating Expenses

Year Ended

(in thousands)

December 27, 2025

% of Net Revenues

December 28, 2024

% of Net Revenues

As Restated

Company-operated store expenses

$

758,972 

40.8 

%

676,890 

38.6 

%

Advertising fund expenses

108,772 

5.8 

%

103,460 

5.9 

%

Supply and other expenses

157,302 

8.4 

%

171,788 

9.8 

%

Selling, general, and administrative expenses

496,297 

26.6 

%

464,992 

26.5 

%

Depreciation and amortization

81,858 

4.4 

%

78,989 

4.5 

%

Asset impairment charges and lease terminations

28,127 

1.5 

%

56,538 

3.2 

%

    Total operating expenses

$

1,631,328 

87.5 

%

$

1,552,657 

88.5 

%

Company-Operated Store Expenses

Company-operated store expenses increased $82 million, or 12%, corresponding to store-related costs associated with 88 net new company-operated stores in the current year compared to the prior year, as well as variable costs associated with increased Take 5 and Auto Glass Now company-operated store sales during the year.

Advertising Fund Expenses

Advertising fund expenses increased by $5 million, or 5%, which is commensurate with the increase to advertising fund contributions during the period. Advertising fund expenses generally trend in proportion to advertising fund contributions.

Supply and Other Expenses

Supply and other expenses decreased $14 million, or 8%, primarily due to the absence of supply and other expenses in 2025 from our Canadian distribution business, which was sold in the third quarter of 2024, partially offset by costs associated with the increased Take 5 supply revenue.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses increased $31 million, or 7%, primarily due to loss on fair value of the Seller Note of $17 million, increased allowance for credit losses of $10 million relating to aged accounts receivables, increased cloud computing amortization of $8 million as well as increased professional services costs and payroll-related expenses and reduced capitalized labor, offset by reduced share-based compensation expenses of $19 million.

Depreciation and Amortization

Depreciation and amortization expense increased $3 million, or 4%, primarily due to 88 net new company-operated stores in the current year compared to the prior year.

Asset Impairment Charges and Lease Terminations

Asset impairment charges and lease terminations decreased $28 million, or 50%, primarily due to reduced impairment charges associated with assets held for sale and U.S. Car Wash assets not included in the U.S. Car Wash disposal group.

Other Expenses, Net

Year Ended

(in thousands)

December 27, 2025

% of Net Revenues

December 28, 2024

% of Net Revenues

As Restated

Interest expense, net

$

121,202 

6.5 

%

$

156,991 

9.0 

%

Foreign currency transaction (gain) loss, net

(14,715)

(0.8)

%

17,530 

1.0 

%

Loss on debt extinguishment

5,392 

0.3 

%

205 

— 

%

Other expenses, net

$

111,879 

6.0 

%

$

174,726 

10.0 

%

55

Interest Expense, Net

Interest expense, net decreased $36 million, or 23%, primarily related to decreased borrowings on the Revolving Credit Facility and the full repayment of the Term Loan Facility in the current year, as well as accelerated amortization relating to the interest rate hedge associated with the 2022-1 Class A-2 Securitization Senior Notes.

Foreign Currency Transaction (Gain) Loss, Net

The foreign currency transaction gain for the year ended December 27, 2025 was primarily comprised of transaction gains of $23 million in our foreign operations, partially offset by a loss on the foreign currency swap of $8 million. The foreign currency transaction loss for the year ended December 28, 2024 was primarily comprised of transaction losses in our foreign operations of $25 million, partially offset by a gain on foreign currency swaps of $7 million.

Loss on Debt Extinguishment

Loss on debt extinguishment for the year ended December 27, 2025 related to charges incurred for the Company’s full repayment of the Term Loan Facility as well as charges incurred associated with the issuance of the Company’s 2025-1 Senior Notes. Loss on debt extinguishment for the year ended December 28, 2024 related to the Company’s partial repayment of Series 2022-1 Senior Notes.

Income Tax (Benefit) Expense

Year Ended

(in thousands)

December 27, 2025

% of Net Revenues

December 28, 2024

% of Net Revenues

As Restated

Income tax (benefit) expense

$

(12,842)

(0.7 

%)

$

24,547 

1.4

%

Income tax benefit for the year ended December 27, 2025 was primarily driven by the release of a valuation allowance, which incorporated the impact from the enactment of OBBBA, which increased the Company’s interest expense limitation under Section 163(j), partially offset by tax at the U.S. federal statutory tax rate, non-deductible share-based compensation, and state income taxes. Income tax expense for the year ended December 28, 2024 was driven by tax at the U.S. federal statutory tax rate, income tax expense from recording of valuation allowances on net operating loss and interest expense limitation carryforwards, and state income taxes.

56

Results of Operations for the Year Ended December 28, 2024 Compared to the Year Ended December 30, 2023

To facilitate the review of our results of operations, the following tables set forth our financial results for the periods indicated. All information is derived from the consolidated statements of operations. Certain percentages presented in this section have been rounded, therefore, totals may not equal the sum of the line items in the tables below.

Net Revenue

Year Ended

(in thousands)

December 28, 2024

% of Net Revenues

December 30, 2023

% of Net Revenues

As Restated

As Restated

Franchise royalties and fees

$

188,634 

10.8 

%

$

190,367 

11.1 

%

Company-operated store sales

1,178,783 

67.3 

%

1,140,141 

66.7 

%

Advertising fund contributions

103,069 

5.9 

%

99,068 

5.8 

%

Supply and other revenue

281,990 

16.1 

%

280,464 

16.4 

%

    Total net revenue

$

1,752,476 

100.0 

%

$

1,710,040 

100.0 

%

Franchise Royalties and Fees

Franchise royalties and fees decreased by $2 million, or 1%, primarily due to a decrease in average royalty rates within the Franchise Brands segment, partially offset by an increase in franchise system-wide sales of $191 million, driven by franchise same store sales growth within the Franchise Brands and Take 5 segments and the addition of 143 net new franchised stores.

Company-Operated Store Sales

Company-operated store sales increased $39 million, or 3%, which primarily related to 54 net new company-operated store openings and Take 5 same store sales growth. These increases were partially offset by the decrease of company-operated revenue associated with the sale of nine company-operated stores to a franchisee in 2024 within the Franchise Brands segment, negative Auto Glass Now same store sales growth, and sales associated with U.S. Car Wash locations that closed during 2023 and were not included in the U.S. Car Wash disposal group.

Advertising Fund Contributions

Advertising fund contributions increased $4 million, or 4%, due to increased franchise system-wide sales of $191 million and 143 net new franchised stores. Our franchise agreements typically require the franchisee to pay continuing advertising fund fees based on a percentage of franchisee gross sales or a stated fee.

Supply and Other Revenue

Supply and other revenue remained relatively flat primarily due to increased supply sales within the Take 5 and Franchise Brands segments, offset by decreased revenue following the sale of our Canadian distribution business in the third quarter of 2024.

57

Operating Expenses

Year Ended

(in thousands)

December 28, 2024

% of Net Revenues

December 30, 2023

% of Net Revenues

As Restated

As Restated

Company-operated store expenses

$

676,890 

38.6 

%

$

719,962 

42.1 

%

Advertising fund expenses

103,460 

5.9 

%

103,382 

6.0 

%

Supply and other expenses

171,788 

9.8 

%

181,556 

10.6 

%

Selling, general, and administrative expenses

464,992 

26.5 

%

389,565 

22.8 

%

Depreciation and amortization

78,989 

4.5 

%

76,579 

4.5 

%

Asset impairment charges and lease terminations

56,538 

3.2 

%

123,819 

7.2 

%

    Total operating expenses

$

1,552,657 

88.5 

%

$

1,594,863 

93.2 

%

Company-Operated Store Expenses

Company-operated store expenses decreased $43 million, or 6%, primarily due to the Accounts Payable Adjustments, a decrease in costs associated with the sale of nine company-operated stores to a franchisee in 2024, and increased labor efficiency, partially offset by store-related costs associated with 54 net new company-operated stores.

Advertising Fund Expenses

Advertising fund expenses remained flat, which is largely commensurate to advertising fund contributions during the period, partially offset by increased advertising expenditures in 2023 for certain brands. Advertising fund expenses generally trend in proportion with advertising fund contributions.

Supply and Other Expenses

Supply and other expenses decreased $10 million, or 5%, primarily related to the sale of our Canadian distribution business in 2024, partially offset by costs associated with increased supply sales within the Take 5 segment.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $75 million, or 19%, due to increased employee related benefit costs, primarily related to $32 million of share-based compensation expense relating to the modification of pre-IPO awards in the fourth quarter of 2023 and increased professional services costs, IT expenses, and cloud computing amortization.

Depreciation and Amortization

Depreciation and amortization expense increased $2 million, or 3%, primarily relating to 54 net new company-operated stores in the year ended December 28, 2024 compared to the prior year.

Asset Impairment Charges and Lease Terminations

Asset impairment charges and lease terminations decreased $67 million, or 54%, primarily due to reduced impairment charges associated with U.S. Car Wash fixed assets and right-of-use assets not included in the U.S. Car Wash disposal group relating to store closures in 2023.

Other Expenses, Net

Year Ended

(in thousands)

December 28, 2024

% of Net Revenues

December 30, 2023

% of Net Revenues

As Restated

As Restated

Interest expense, net

$

156,991 

9.0 

%

160,401 

9.4 

%

Foreign currency transaction (gain) loss, net

17,530 

1.0 

%

(4,078)

(0.2 

%)

Loss on debt extinguishment

205 

— 

%

— 

— 

%

Other expenses, net

$

174,726 

10.0 

%

$

156,323 

9.2 

%

58

Interest Expense, Net

Interest expense, net decreased $3 million, or 2%, primarily due to debt reduction in the year ended December 28, 2024, primarily due to reduced Term Loan Facility interest and increased interest income, primarily offset by increased borrowings on the Revolving Credit Facility.

Foreign Currency Transaction (Gain) Loss, Net

The foreign currency transaction loss for the year ended December 28, 2024 was primarily comprised of $25 million in transaction losses in our foreign operations, offset by a gain on foreign currency swaps of $7 million. The foreign currency transaction gain for the year ended December 30, 2023 was primarily comprised of $3 million in transaction gains in our foreign operations and a gain on foreign currency hedges of $1 million.

Loss on Debt Extinguishment

Loss on debt extinguishment for the year ended December 28, 2024 represents charges incurred related to the Company’s partial repayment of Series 2022-1 Senior Notes in conjunction with the sale of its Canadian distribution business.

Income Tax Expense

Year Ended

(in thousands)

December 28, 2024

% of Net Revenues

December 30, 2023

% of Net Revenues

As Restated

As Restated

Income tax expense

$

24,547 

1.4 

%

$

5,636 

0.3

%

Income tax expense for the years ended December 28, 2024 and December 30, 2023 was driven by tax at the U.S. federal statutory tax rate, income tax expense from recording of valuation allowances on net operating loss and interest expense limitation carryforwards, and state income taxes.

59

Segment Results of Operations for the Year Ended December 27, 2025 Compared to the Year Ended December 28, 2024

We assess the performance of our segments based on Adjusted EBITDA, which is defined as earnings from continuing operations before interest expense, net, income tax expense, and depreciation and amortization, with further adjustments for acquisition related costs, equity compensation, loss on debt extinguishment, foreign currency transaction related gains or losses, cloud computing amortization, and certain non-recurring and non-core, infrequent or unusual charges. Shared services costs are not allocated to these segments and are included in Corporate and Other. Adjusted EBITDA may not be comparable to similarly titled metrics of other companies due to differences in methods of calculation.

Take 5

Year Ended

2025

2024

(in thousands, unless otherwise noted)

December 27, 2025

December 28, 2024

% Net Revenue For Segment

% Net Revenue For Segment

As Restated

Net revenue

Franchise royalties and fees

$

37,531

$

26,390

3.1 

%

2.5 

%

Company-operated store sales

1,020,113

920,518

83.9 

%

86.0 

%

Supply and other revenue

157,771

123,237

13.0 

%

11.5 

%

     Total net revenue

$

1,215,415

$

1,070,145

100.0 

%

100.0 

%

Adjusted EBITDA

$

418,676

$

380,155

34.4 

%

35.5 

%

System-Wide Sales

Change

Franchised stores

$

596,968

$

465,059

$

131,909 

28.4 

%

Company-operated stores

1,020,113

920,518

99,595 

10.8 

%

     Total system-wide sales

$

1,617,081

$

1,385,577

$

231,504 

16.7 

%

Store Count (in whole numbers)

Change

Franchised stores

530

463

67 

14.5 

%

Company-operated stores

812

718

94 

13.1 

%

     Total store count

1,342

1,181

161 

13.6 

%

Same Store Sales %

6.2

%

6.7%

Take 5 net revenue increased $145 million, or 14%, driven primarily by a $100 million increase in company-operated store sales from same store sales growth and 94 net new company-operated stores. In addition, supply and other revenue increased by $35 million, or 28%, primarily due to higher system-wide sales. Franchise royalties and fees increased by $11 million, or 42%, primarily due to a $132 million, or 28%, increase in franchise system-wide sales from same store sales growth and 67 net new franchised stores.

Take 5 Adjusted EBITDA increased $39 million, or 10%, corresponding with net store growth and same store sales growth, partially offset by variable costs associated with the increased company-operated store sales and supply and other revenue in the current year compared to the prior year.

60

Franchise Brands

Year Ended

2025

2024

(in thousands, unless otherwise noted)

December 27, 2025

December 28, 2024

% Net Revenue For Segment

% Net Revenue For Segment

As Restated

Net revenue

Franchise royalties and fees

$

152,554

$

162,244

53.5 

%

54.9 

%

Company-operated store sales

17,241

16,372

6.0 

%

5.5 

%

Supply and other revenue

115,210

116,720

40.4 

%

39.5 

%

     Total net revenue

$

285,005

$

295,336

100.0 

%

100.0 

%

Adjusted EBITDA

$

178,838

$

190,759

62.7 

%

64.6 

%

System-Wide Sales

Change

Franchised stores

$

4,200,793

$

4,287,002

$

(86,209)

(2.0

%)

Company-operated stores

17,241

16,372

869 

5.3

%

     Total system-wide sales

$

4,218,034

$

4,303,374

$

(85,340)

(2.0

%)

Store Count (in whole numbers)

Change

Franchised stores

2,686

2,666

20 

0.8

%

Company-operated stores

13

13

— 

—

%

     Total store count

2,699

2,679

20 

0.7

%

Same Store Sales %

(1.1

%)

0.9 

%

Franchise Brands net revenue decreased $10 million, or 3%, driven by a change in the composition of franchised brands’ system-wide sales resulting in a lower average royalty rate and a decrease in franchise system-wide sales of $86 million, or 2%.

Franchise Brands Adjusted EBITDA decreased $12 million, or 6%, primarily due to decreased net revenue and increased general and administrative charges.

61

Auto Glass Now

Year Ended

2025

2024

(in thousands, unless otherwise noted)

December 27, 2025

December 28, 2024

% Net Revenue For Segment

% Net Revenue For Segment

As Restated

Net revenue

Company-operated store sales

$

257,604

$

237,500

99.9 

%

100.0 

%

Supply and other revenue

150

28

0.1 

%

— 

%

     Total net revenue

$

257,754

$

237,528

100.0 

%

100.0 

%

Adjusted EBITDA

$

25,874

$

12,597

10.0 

%

5.3 

%

System-Wide Sales

Change

Company-operated stores

$

257,604

$

237,500

$

20,104

8.5 

%

     Total system-wide sales

$

257,604

$

237,500

$

20,104

8.5

%

Store Count (in whole numbers)

Change

Company-operated stores

211

217

(6)

(2.8 

%)

     Total store count

211

217

(6)

(2.8

%)

Same Store Sales %

7.9

%

(11.6

%)

Auto Glass Now net revenue increased $20 million, or 9%, driven primarily by same store sales growth as a result of increased volume and average ticket.

Auto Glass Now Adjusted EBITDA increased by $13 million, or 105%, driven primarily by same store sales growth, partially offset by variable costs associated with increased sales, including marketing expenditures.

62

Segment Results of Operations for the Year Ended December 28, 2024 Compared to the Year Ended December 30, 2023

We assess the performance of our segments based on Adjusted EBITDA, which is defined as earnings from continuing operations before interest expense, net, income tax expense, and depreciation and amortization, with further adjustments for acquisition related costs, cloud computing amortization, share-based compensation, loss on debt extinguishment, foreign currency transaction related gains or losses, and certain non-recurring and non-core, infrequent or unusual charges. Shared services costs are not allocated to these segments and are included in Corporate and Other. Adjusted EBITDA may not be comparable to similarly titled metrics of other companies due to differences in methods of calculation.

Take 5

Year Ended

2024

2023

(in thousands, unless otherwise noted)

December 28, 2024

December 30, 2023

% Net Revenue For Segment

% Net Revenue For Segment

As Restated

As Restated

Net revenue

Franchise royalties and fees

$

26,390

$

18,719

2.5 

%

2.0 

%

Company-operated store sales

920,518

809,356

86.0 

%

87.7 

%

Supply and other revenue

123,237

95,320

11.5 

%

10.3 

%

     Total net revenue

$

1,070,145

$

923,395

100.0 

%

100.0 

%

Adjusted EBITDA

$

380,155

$

281,050

35.5 

%

30.4 

%

System-Wide Sales

Change

Franchised stores

$

465,059

$

353,450

$

111,609

31.6 

%

Company-operated stores

920,518

809,356

111,162

13.7 

%

     Total system-wide sales

$

1,385,577

$

1,162,806

$

222,771

19.2

%

Store Count (in whole numbers)

Change

Franchised stores

463

355 

108 

30.4

%

Company-operated stores

718

652 

66 

10.1

%

     Total store count

1,181

1,007 

174 

17.3

%

Same Store Sales %

6.7 %

14.0 

%

Take 5 net revenue increased $147 million, or 16%, driven primarily by an $111 million increase in company-operated store sales from same store sales growth and 66 net new company-operated stores. In addition, supply and other revenue increased by $28 million, or 29%, primarily due to higher system-wide sales. Franchise royalties and fees increased by $8 million, or 41%, primarily due to an $112 million, or 32%, increase in franchise system-wide sales driven by same store sales growth and 108 net new franchised stores.

Take 5 Adjusted EBITDA increased $99 million, or 35%, driven primarily by net store growth and same store sales growth, as well as the Accounts Payable Adjustments. Take 5 Adjusted EBITDA was partially offset by costs associated with the increased company-operated store sales and store-related costs associated with 66 net new company-operated stores in the year ended December 28, 2024 compared to the prior year.

63

Franchise Brands

Year Ended

2024

2023

(in thousands, unless otherwise noted)

December 28, 2024

December 30, 2023

% Net Revenue For Segment

% Net Revenue For Segment

As Restated

As Restated

Net revenue

Franchise royalties and fees

$

162,244

$

171,648

54.9 

%

49.0 

%

Company-operated store sales

16,372

60,837

5.5 

%

17.4 

%

Supply and other revenue

116,720

118,042

39.6 

%

33.6 

%

     Total net revenue

$

295,336

$

350,527

100.0 

%

100.0 

%

Adjusted EBITDA

$

190,759

$

200,503

64.6 

%

57.2 

%

System-Wide Sales

Change

Franchised stores

$

4,287,002

$

4,207,530

$

79,472 

1.9

%

Company-operated stores

16,372

60,837

(44,465)

(73.1

%)

     Total system-wide sales

$

4,303,374

$

4,268,367

$

35,007 

0.8

%

Store Count (in whole numbers)

Change

Franchised stores

2,666

2,631

35 

1.3 

%

Company-operated stores

13

24

(11)

(45.8

%)

     Total store count

2,679

2,655

24 

0.9 

%

Same Store Sales %

0.9

%

8.4 

%

Franchise Brands net revenue decreased $55 million, or 16%, primarily driven by a decrease in company-operated store sales of $44 million related to the sale of nine company-operated stores to a franchisee in 2024. Franchise royalties and fees decreased $9 million, or 5%, due to a change in the composition of franchised brands’ system-wide sales mix resulting in a lower average royalty rate, partially offset by an increase of $79 million, or 2%, relating to franchise system-wide sales driven by same store sales growth and 35 net new franchised stores.

Franchise Brands Adjusted EBITDA decreased $10 million, or 5%, primarily due to Adjusted EBITDA associated with nine company-operated stores sold to a franchisee in 2024 and decreased franchise royalties and fees, partially offset by an improvement in operating margin.

64

Auto Glass Now

Year Ended

2024

2023

(in thousands, unless otherwise noted)

December 28, 2024

December 30, 2023

% Net Revenue For Segment

% Net Revenue For Segment

As Restated

As Restated

Net revenue

Company-operated store sales

$

237,500

$

254,568

100.0 

%

100.0 

%

Supply and other revenue

28

— 

— 

%

— 

%

     Total net revenue

$

237,528

$

254,568

100.0 

%

100.0 

%

Adjusted EBITDA

$

12,597

$

10,022

5.3 

%

3.9 

%

System-Wide Sales

Change

Company-operated stores

$

237,500

$

254,568

(17,068)

(6.7 

%)

     Total system-wide sales

$

237,500

$

254,568

$

(17,068)

(6.7 

%)

Store Count (in whole numbers)

Change

Company-operated stores

217

218

(1)

(0.5 

%)

     Total store count

217

218

(1)

(0.5 

%)

Same Store Sales %

(11.6

%)

1.9

%

Auto Glass Now net revenue decreased by $17 million, or 7%, driven by decreased same store sales as a result of decreased volume.

Auto Glass Now Adjusted EBITDA increased by $3 million, or 26%, primarily due to lower variable costs associated with decreased volume and operational efficiencies, including reduced payroll related costs.

65

Financial Condition, Liquidity and Capital Resources

Sources of Liquidity and Capital Resources

Cash flow from operations, supplemented with our long-term borrowings and Revolving Credit Facility, has been sufficient to fund our operations while allowing us to make strategic investments to grow our business. We believe that our sources of liquidity and capital resources will be adequate to fund our operations, acquisitions, company-operated store development, other general corporate needs, and the additional expenses we expect to incur for at least the next twelve months. We expect to continue to have access to the capital markets at acceptable terms. However, this could be adversely affected by many factors including macroeconomic factors, a downgrade of our credit rating, or a deterioration of certain financial ratios.

Driven Brands Funding, LLC (the “Issuer”), a wholly-owned subsidiary of the Company, and Driven Brands Canada Funding Corporation (along with the Issuer, the “Co-Issuers”) are subject to certain customary qualitative and quantitative covenants related to debt service coverage in connection with our securitization senior notes. Our Revolving Credit Facility also has certain customary qualitative and quantitative covenants. As of the date hereof, the Co-Issuers and Driven Holdings, LLC are in material compliance with all such covenants under their respective credit agreements.

In February 2025, Driven Holdings, LLC entered into an amendment extending the maturity date of the Revolving Credit Facility to February 2030, subject to certain terms and conditions. See Note 9 to our consolidated financial statements for additional information.

On February 24, 2025, the Company entered into a definitive agreement to sell its U.S. Car Wash business to the Buyer for an aggregate purchase price of $385 million, subject to customary adjustments. Under the terms of the agreement, the Buyer agreed to pay the Company $255 million in cash and deliver to the Company an interest-bearing seller note evidencing a loan in the initial principal amount of $130 million. The transaction was completed on April 10, 2025. In July 2025, the Company sold the Seller Note for $113 million. Net proceeds were utilized to repay the outstanding balance of $46 million on the Term Loan Facility and $65 million on the Revolving Credit Facility.

In October 2025, the Company issued $500 million of Series 2025-1 Class A-2 Securitization Senior Notes (the “2025-1 Senior Notes”) and used the proceeds in combination with approximately $130 million of the Company’s Revolving Credit Facility to fully repay the Company’s Series 2019-1 and 2022-1 Class A-2 Securitization Senior Notes. The utilization of the Revolving Credit Facility to repay a portion of the debt provides the Company additional flexibility regarding the timing of future debt repayments.

At December 27, 2025, the Company had total liquidity of $634 million consisting of $103 million in cash and cash equivalents and $531 million of undrawn capacity on its variable funding securitization senior notes and Revolving Credit Facility. This does not include the additional $135 million Series 2022 Class A-1 Notes that would expand the Company’s variable funding note borrowing capacity if the Company elects to exercise them, assuming certain conditions continue to be met.

On November 27, 2025, the Company entered into a definitive agreement to sell its ICW business. On January 27, 2026, the Company completed the sale of ICW for an aggregate purchase price of $490 million. The Company used the proceeds to fully repay the outstanding balance of $252 million for the 2019-2 Senior Notes, make a partial repayment of $80 million for the 2020-1 Senior Notes, and make a repayment of $140 million for the Revolving Credit facility.

Certain of the senior notes contain provisions that provide that when the Company achieves a certain leverage ratio, such notes do not amortize, although the Company may still elect to make such amortization payments. If such notes were subject to amortization, $25 million in debt commitments would be due in 2026. As of December 27, 2025, the Company is below the certain leverage ratio threshold. See Note 9 to our consolidated financial statements for additional information.

In connection with the issuance of the 2025-1 Senior Notes, the Co-Issuers entered into the Second Amended and Restated Base Indenture (the “Base Indenture”). In March 2026, the Co-Issuers entered into Amendment No. 1 to the Base Indenture (“Amendment No. 1”), dated as of October 20, 2025. Amendment No. 1 amended the Base Indenture to extend the deadlines for certain deliverables and to clarify certain other requirements following the occurrence of a re-issuance restatement of the Co-Issuers’ financial statements. On April 22, 2026, the Co-Issuers received a waiver under the Base Indenture, extending Driven Brands Holdings Inc.’s deadline to deliver Driven Brands Holdings Inc.’s annual financial statements for fiscal year 2025 to June 10, 2026, and the deadline for the quarterly financial statements for the period ended March 28, 2026 to 45 days following the delivery of the annual financial statements for fiscal year 2025.

In April 2026, the Company entered into an amendment that also provides for a limited waiver to the Revolving Credit Facility. See Note 9 to our consolidated financial statements for additional information.

66

In addition to our liquidity and capital resources, we have significant contractual obligations and commitments as of December 27, 2025 relating to the following:

•Long-term debt and interest obligations - As of December 27, 2025, our outstanding debt balance was $2.2 billion. See Note 9 to our consolidated financial statements for additional details regarding the timing of expected future principal payments. Interest on long-term debt is calculated based on debt outstanding and interest rates in effect on December 27, 2025, taking into account scheduled maturities and amortization payments. As of December 27, 2025, we estimate cash interest payments of $93 million due in 2026 and $239 million due in 2027 and thereafter. Following repayment of debt from the proceeds of the ICW sale, the Company now expects cash interest payments of $76 million due in 2026 and $224 million due in 2027 and thereafter.

•Operating lease commitments - The Company and its subsidiaries have operating lease agreements for the rental of office space, company-operated stores, and office equipment. As of December 27, 2025, our remaining contractual commitments for operating leases were $813 million. See Note 11 to our consolidated financial statements regarding the timing of expected future payments.

•Sublease rental - The Company’s subsidiaries enter into certain lease agreements with owners of real property to sublet the leased premises to its franchisees. As of December 27, 2025, our remaining contractual commitments for sublease rentals were $12 million. See Note 11 to our consolidated financial statements regarding the timing of expected future lease related payments.

•Lease guarantees - Historically, the Company guaranteed certain payment and performance obligations under real estate leases related to the U.S. Car Wash business, which was sold in April 2025. Certain of these guarantees (the “Guarantees”) remain in effect following the sale. See Note 17 to our consolidated financial statements for additional information.

The following table illustrates the main components of our cash flows for the year ended December 27, 2025, December 28, 2024, and December 30, 2023:

Year Ended

(in thousands)

December 27, 2025

December 28, 2024

December 30, 2023

As Restated

As Restated

Net cash provided by operating activities

$

330,543 

$

243,954 

$

228,568 

Net cash provided by (used in) investing activities

232,726 

50,075 

(451,407)

Net cash (used in) provided by financing activities

(564,973)

(303,934)

170,294 

Effect of exchange rate changes on cash

5,654 

(4,103)

484 

Net change in cash, cash equivalents, restricted cash, and restricted cash included in advertising fund assets

$

3,950 

$

(14,008)

$

(52,061)

Cash flow information is inclusive of cash flows from discontinued operations.

Operating Activities

Net cash provided by operating activities was $331 million for the year ended December 27, 2025 compared to $244 million for the year ended December 28, 2024. The increase in cash provided by operating activities was primarily due to increased operating income, decreased interest expense, and working capital improvements, during the year ended December 27, 2025.

Net cash provided by operating activities was $244 million for the year ended December 28, 2024 compared to $229 million for the year ended December 30, 2023. The increase was primarily due to increased operating income, decreased interest expense, net working capital improvements, partially offset by costs associated with improvements to our IT infrastructure during the year ended December 28, 2024.

Investing Activities

Net cash provided by investing activities was $233 million for the year ended December 27, 2025 compared to $50 million for the year ended December 28, 2024. The increase in cash provided by investing activities was primarily due to increased proceeds from the sale of businesses and fixed assets, including sale leaseback transactions, assets held for sale, the sale of the U.S. Car Wash business, as well as the sale of the Seller Note, of $125 million, and a $66 million decrease in capital expenditures.

67

Net cash provided by investing activities was $50 million for the year ended December 28, 2024 compared to $451 million used in investing activities for the year ended December 30, 2023. The increase was primarily due to a $308 million decrease in capital expenditures, a $280 million increase in proceeds from the sale or disposal of businesses and fixed assets, of which $205 million related to assets held for sale, $78 million from the sale of our Canadian distribution business, $18 million from the sale of nine company-operated collision stores to a franchisee, and a $57 million decrease in net cash paid for acquisitions, partially offset by a $143 million decrease in proceeds from sale leaseback transactions.

Financing Activities

Net cash used in financing activities was $565 million for the year ended December 27, 2025 compared to $304 million for the year ended December 28, 2024. The increase in cash used in financing activities was primarily related to an increase in net repayments of debt, including finance leases, of $522 million, primarily associated with repayments of the Company’s Term Loan Facility, the 2019-1 and 2022-1 Class A-2 Securitization Senior Notes, and net repayments on the Revolving Credit Facility in the current year. This was partially offset by an increase of $225 million from the proceeds of the issuance of senior notes in the current year and a reduction in Tax Receivable Agreement payments of $38 million compared to the prior year. See Note 9 to our consolidated financial statements for additional information regarding the Company’s debt.

Net cash used in financing activities was $304 million for the year ended December 28, 2024 compared to $170 million provided by the year ended December 30, 2023. The increase in cash used by financing activities was primarily related to an increase in net repayments of long-term debt, including finance leases, of $437 million, Tax Receivable Agreement payments of $38 million during the year ended December 28, 2024, net repayments on the Revolving Credit facility of $58 million in the year ended December 28, 2024 compared to net borrowings on the Revolving Credit Facility of $248 million in the prior year, debt issuance costs of $10 million in the year ended December 28, 2024, and proceeds from the exercise of stock options of $6 million in the prior year. The increase is partially offset by the 2024-1 Senior Notes issuance of $275 million in the year ended December 28, 2024 and share repurchases of $50 million in the prior year. See Note 9 to our consolidated financial statements for additional information regarding the Company’s debt.

Tax Receivable Agreement

The Company expects to be able to utilize certain tax benefits which are related to periods prior to the effective date of the Company’s IPO and are attributed to our pre-IPO shareholders. The Company previously entered into a Tax Receivable Agreement, which provides our pre-IPO shareholders with the right to receive payment of 85% of the amount of cash savings, if any, in U.S. and Canadian federal, state, local, and provincial income tax that the Company will actually realize or divests. The Tax Receivable Agreement was effective as of the date of the Company’s IPO. The Company recorded a current tax receivable agreement payable of $56 million and $23 million as of December 27, 2025 and December 28, 2024, respectively, and a non-current tax receivable agreement payable of $73 million and $111 million as of December 27, 2025 and December 28, 2024, respectively, on the consolidated balance sheets. We made payments of approximately $38 million under the Tax Receivable Agreement in the year ended December 28, 2024. No payments were made during the year ended December 27, 2025. During the first quarter of fiscal year 2026, we made payments of approximately $21 million.

For purposes of the Tax Receivable Agreement, cash savings in income tax will be computed by reference to the reduction in the liability for income taxes resulting from the utilization of the Pre-IPO and IPO-Related Tax Benefits. The term of the Tax Receivable Agreement commenced upon the effective date of the Company’s initial public offering and will continue until the Pre-IPO and IPO-Related Tax Benefits have been utilized, accelerated, or expired.

Because we are a holding company with no operations of our own, our ability to make payments under the Tax Receivable Agreement is dependent on the ability of our subsidiaries to make distributions to us. The securitized debt facility may restrict the ability of our subsidiaries to make distributions to us, which could affect our ability to make payments under the Tax Receivable Agreement. To the extent that we are unable to make payments under the Tax Receivable Agreement because of restrictions under our outstanding indebtedness, such payments will be deferred and will generally accrue interest. As of July 1, 2023, interest accrues at the Base Rate plus an applicable margin or SOFR plus an applicable term adjustment plus 1.0%. To the extent that we are unable to make payments under the Tax Receivable Agreement for any other reason, such payments will generally accrue interest at a rate of SOFR plus an applicable term adjustment plus 5.0% per annum until paid.

Critical Accounting Policies and Estimates

Our significant accounting policies are more fully described in Note 2 of the consolidated financial statements. However, we believe the accounting policies described below are particularly important to the portrayal and understanding of our financial position and results of operations and require application of significant judgment by our management. In applying these policies, management uses its judgment in making certain assumptions and estimates.

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These judgments involve estimations of the effect of matters that are inherently uncertain and may have a significant impact on our quarterly and annual results of operations or financial condition. Changes in estimates and judgments could significantly affect our result of operations, financial condition, and cash flow in future years. The following is a description of what we consider to be our most critical accounting policies.

Impairment of goodwill and other indefinite-lived intangible assets

Goodwill and intangible assets considered to have an indefinite life are evaluated throughout the year to determine if indicators of impairment exist. Such indicators include, but are not limited to, events or circumstances such as a significant adverse change in our business, in the overall business climate, unanticipated competition, a loss of key personnel, adverse legal or regulatory developments, or a significant decline in the market price of our common stock.

If no indicators of impairment have been noted during these preliminary assessments, we perform an assessment of goodwill and indefinite-lived intangible assets annually as of the first day of our fourth fiscal quarter. We first assess qualitatively whether it is more-likely-than-not that an impairment does not exist. Significant factors considered in this assessment include, but are not limited to, macro-economic conditions, market and industry conditions, cost considerations, the competitive environment, overall financial performance, and results of past impairment tests. If we do not qualitatively determine that it is more-likely-than-not that an impairment does not exist, we perform a quantitative impairment test.

In performing a quantitative test for impairment of goodwill, we primarily use the income approach method of valuation that includes the discounted cash flow method and the market approach that includes the guideline public company method to determine the fair value of goodwill and indefinite-lived intangible assets. Significant assumptions used by management in estimating fair value under the discounted cash flow model include discount rates, revenue growth rates, long-term revenue growth rates, EBITDA margins, capital expenditures, and tax rates. Other assumptions include operating expenses and overhead expenses. Assumptions used to determine fair value under the guideline public company method include the selection of guideline companies and the valuation multiples applied.

In the process of performing a quantitative test of our trade name intangible assets, we primarily use the relief of royalty method under the income approach method of valuation. Significant assumptions used to determine fair value under the relief of royalty method include future trends in sales, a royalty rate, and a discount rate to be applied to the forecast revenue stream.

There is an inherent degree of uncertainty in preparing any forecast of future results. Future trends in system-wide sales are dependent to a significant extent on national, regional, and local economic conditions. Any decreases in customer traffic or average repair order due to these or other reasons could reduce gross sales at franchise locations, resulting in lower royalty and other payments from franchisees, as well as lower sales at company-operated locations. This could reduce the profitability of franchise locations, potentially impacting the ability of franchisees to make royalty payments owed to us when due, which could adversely impact our current cash flow from franchise operations, and company-operated sites.

Long-lived assets

On a regular basis, we assess whether events or changes in circumstances have occurred that potentially indicate the carrying value of long-lived assets may not be recoverable. We test impairment at the individual store asset group level, which includes property and equipment and operating lease assets. We test impairment using historical cash flows and other relevant facts and circumstances as the primary basis for our estimates of future cash flows. Significant factors considered include, but are not limited to, current and forecast sales, current and forecast cash flows, the number of years the site has been in operation, remaining lease life (if applicable), and other factors which apply on a case-by-case basis. The analysis is performed at the individual site level for indicators of permanent impairment. Recoverability of the Company's assets is measured by comparing the assets' carrying value to the undiscounted cash flows expected to be generated over the assets' remaining useful life or remaining lease term, whichever is less. This process requires the use of estimates and assumptions, which are subject to a high degree of judgment. If these assumptions change in the future, we may be required to record impairment charges for these assets.

On a regular basis, we assess whether events or changes in circumstances have occurred that potentially indicate the carrying value of intangible assets with finite lives, primarily assets related to franchise and license agreements, may not be recoverable. Recoverability of the asset is measured by comparing the assets' carrying value to the undiscounted future cash flows expected to be generated over the asset's remaining useful life. Significant factors considered include, but are not limited to, current and forecast sales, current and forecast cash flows, and a discount rate to be applied to the forecast revenue stream.

Income taxes

We estimate certain components of our provision for income taxes. Our estimates and judgments include, among other items, the calculations used to determine the deferred tax asset and liability balances, effective tax rates for state and local income taxes, uncertain tax positions, amounts deductible for tax purposes, and related reserves. We adjust our annual effective income

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tax rate as additional information on outcomes or events becomes available. Further, our assessment of uncertain tax positions requires judgments relating to the amounts, timing, and likelihood of resolution.

We account for income taxes under the liability method whereby deferred tax assets and liabilities are measured using enacted tax laws and rates expected to apply to taxable income in the years in which the assets and liabilities are expected to be recovered or settled. The effects on deferred tax assets and liabilities of subsequent changes in the tax laws and rates are recognized in income during the year the changes are enacted.

In assessing the realizability of deferred tax assets, we consider whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

We follow the applicable authoritative guidance with respect to the accounting for uncertainty in income taxes recognized in our consolidated financial statements. It prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. We record any interest and penalties associated as additional income tax expense in the consolidated statements of operations.

Leases

The Company is the lessee in a significant real estate portfolio, primarily through ground leases (the Company leases the land and generally owns the building) and through leases of land and buildings. The Company records a right of use (“ROU”) asset and lease liability based on the present value of the Company’s estimated future minimum lease payments over the lease term.

In determining the initial lease term, the Company generally does not include periods covered by renewal options, as the Company does not believe these renewal options are reasonably assured of being exercised. These judgments may produce materially different amounts of depreciation, amortization, and rent expense than would be reported if different assumed lease terms were used.

If a lease does not provide enough information to determine the implicit interest rate in the agreements, the Company uses its incremental borrowing rate in calculating the lease liability. The Company determines its incremental borrowing rate for each lease by reference to yield rates on collateralized debt issuances, which approximates borrowings on a collateralized basis, by companies of a similar credit rating as the Company, with adjustments for differences in years to maturity and implied company-specific credit spreads.

Application of New Accounting Standards

See Note 2 of the consolidated financial statements for a discussion of recently issued accounting standards applicable to the Company.