DRVN Driven Brands Holdings Inc. - 8-K

Item 1.01. Entry into a Material Definitive Agreement.

Amendment No. 1 to the Base Indenture

On March 11, 2026, Driven Brands Funding, LLC and Driven Brands Canada Funding Corporation (together, the “Co-Issuers”, and each a wholly-owned subsidiary of Driven Brands Holdings Inc. (the Company”)) entered into Amendment No. 1 (“Amendment No. 1 to the Base Indenture”) to the Second Amended and Restated Base Indenture, dated as of October 20, 2025 (the “Base Indenture”), among the Co-Issuers and Citibank, N.A., as trustee and securities intermediary (the “Trustee”).

Amendment No. 1 to the Base Indenture 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.

Amendment No. 1 to the Base Indenture does not modify in any respect the requirement under Section 4.1(i)(ii) of the Base Indenture for the Company to deliver its Annual Report on Form 10-K for fiscal year ended December 27, 2025 (the “Form 10-K”) to the Trustee by April 26, 2026. The Company expects to comply with this requirement.

The foregoing description of Amendment No. 1 to the Base Indenture is qualified in its entirety by reference to the full text of Amendment No. 1 to the Base Indenture, which is incorporated herein by reference to Exhibit 4.1 to this Current Report on Form 8-K.

Forward-Looking Statements

This filing contains a number of forward-looking statements. Words such as “intends,” “expect,” or “will,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our beliefs and expectations relating to the timing of the filing of the Form 10-K. These forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond our control. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Company’s financial reporting, including the possibility that the Company will not be able to file the Form 10-K by April 26, 2026. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

4.1

Amendment No. 1 to the Second Amended and Restated Base Indenture, dated as March 11, 2026, among the Co-Issuers and Citibank, N.A., as trustee and securities intermediary

104

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