Driven Brands Holdings Inc.: Form 10-Q for the period ended Mar 28, 2026

Refer to the Annual Report for a complete discussion of the Company’s market risk. There have been no material changes in the Company’s market risk from those disclosed in the Company’s Annual Report.

Evaluation of Disclosure Controls and Procedures

Management, with the participation of its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act) as of March 28, 2026. The term “disclosure controls and procedures,” means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on evaluation of the effectiveness of the Company’s disclosure controls and procedures as of March 28, 2026, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were not effective, due to the previously identified material weaknesses in internal control over financial reporting described below, which have not been remediated.

Previously Identified Material Weaknesses in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s financial statements will not be prevented or detected on a timely basis. Management determined that the material weaknesses previously disclosed in Part II, Item 9A Controls and Procedures of our Annual Report, continue to exist as of March 28, 2026:

• The Company did not design and maintain an effective control environment commensurate with its financial reporting requirements. Specifically, the Company lacked a sufficient complement of resources with (i) an appropriate level of accounting knowledge, training, and experience to appropriately analyze, record, and disclose accounting matters timely and accurately, and (ii) an appropriate level of knowledge and experience to establish effective processes and controls. This material weakness contributed to the additional material weaknesses described below:
• The Company did not design and maintain effective controls related to account reconciliations. Specifically, controls were not designed at a sufficient level of precision to timely reconcile and review the reasonableness and supportability of account balances, including review of the nature and aging of individual account balances.
• The Company did not design and maintain effective controls over leases, including timely identification of new and modified leases and accuracy of lease commencement dates.
• The Company did not design and maintain effective controls related to intercompany and consolidation transactions. Specifically, controls were not designed at a sufficient level of precision to ensure that all intercompany and consolidation transactions are reviewed, supported, reconciled, and fully eliminated in the consolidated financial statements.
• The Company did not design and maintain effective controls over manual journal entries. Specifically, controls were not designed to ensure that manual journal entries are appropriately reviewed, supported, and have an appropriate business rationale.

Remediation Plan and Status

There were no material changes to the remediation plans described in the Annual Report on Form 10-K for the year ended December 27, 2025 during the quarter ended March 28, 2026. The Company is implementing the following remediation plan:

• Ongoing hiring of technical accounting resources with public company experience to enhance the Company’s accounting and financial reporting function.
• Engagement of third-party specialists to supplement the Company’s resources and support process improvements across the accounting and reporting functions.
• Establishment of a second line Sarbanes-Oxley Act of 2002 (SOX) function to oversee remediation efforts, including assisting with developing policies and procedures, providing training, and ensuring control activities are designed to mitigate financial reporting risks.
• Enhancement of the internal certification process to provide greater representation across functions and improve opportunities to identify matters requiring accounting treatment.
• Enhancement of processes to support the design and timely execution of control activities related to the period close process, including account reconciliations and manual journal entries, along with training personnel on proper review procedures.
• Enhancement of the lease process and controls to support timely review and modification of leases and accuracy of lease commencement dates.
• Redesign of processes and controls related to intercompany and consolidation transactions, including review, support, reconciliation, and accurate elimination of such transactions.

While these remediation efforts are ongoing, management believes these actions will address the identified material weaknesses. However, until such remediation is fully implemented and tested, the material weaknesses will continue to exist.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recently completed quarter ended March 28, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

For a discussion of risk factors that could adversely affect our results of operations, financial condition, business reputation or business prospects, we refer you to Part I, Item 1A "Risk Factors" included in our Annual Report. There have been no material changes in the Company’s risk factors from those disclosed in the Annual Report.