Long-term Debt
The long-term debt obligations consist of the following:
| | | | | | | | | | | |
| (in thousands) | December 27, 2025 | | December 28, 2024 |
| | | As Restated |
| Series 2019-1 Securitization Senior Notes, Class A-2 | $ | — | | | $ | 275,176 | |
| Series 2019-2 Securitization Senior Notes, Class A-2 | 251,508 | | | 254,258 | |
| Series 2020-1 Securitization Senior Notes, Class A-2 | 161,331 | | | 163,081 | |
| Series 2020-2 Securitization Senior Notes, Class A-2 | 417,048 | | | 421,548 | |
| Series 2021-1 Securitization Senior Notes, Class A-2 | 420,341 | | | 424,841 | |
| Series 2022-1 Securitization Senior Notes, Class A-2 | — | | | 348,156 | |
| Series 2024-1 Securitization Senior Notes, Class A-2 | 270,875 | | | 273,625 | |
| Series 2025-1 Securitization Senior Notes, Class A-2 | 498,750 | | | — | |
| Revolving Credit Facility | 140,000 | | | 190,000 | |
| Term Loan Facility | — | | | 353,750 | |
Other debt(a) | 28,582 | | | 22,376 | |
| Total debt | 2,188,435 | | | 2,726,811 | |
| Less: debt issuance costs | (28,961) | | | (34,226) | |
| Less: current portion of long-term debt | (276,691) | | | (33,696) | |
| Total long-term debt, net | $ | 1,882,783 | | | $ | 2,658,889 | |
(a)Amount primarily consists of finance lease obligations. See Note 11. Scheduled debt repayments for the next five fiscal years and thereafter are as follows:
| | | | | | | | | | | | | |
| 2026 | $ | 276,691 | | | |
| 2027 | 183,050 | | | |
| 2028 | 830,435 | | | |
| 2029 | 9,675 | | | |
| 2030 | 622,329 | | | |
| Thereafter | 266,255 | | | |
| Total future repayments | $ | 2,188,435 | | | |
Series 2019-1 Securitization Senior Notes
In March 2019, the Issuer issued $300 million of Series 2019-1 Securitization Senior Notes (the “2019-1 Senior Notes”), which bore a fixed interest rate of 4.641% per annum. The 2019-1 Senior Notes had a final legal maturity date in April 2049 and an anticipated repayment date in April 2026. The 2019-1 Senior Notes have been fully repaid as of October 2025.
Series 2019-2 Securitization Senior Notes
In September 2019, the Issuer issued $275 million Series 2019-2 Securitization Senior Secured Notes (the “2019-2 Senior Notes”), which bore a fixed interest rate of 3.981% per annum. The 2019-2 Senior Notes had a final legal maturity date in October 2049 and an anticipated repayment date in October 2026. The 2019-2 Senior Notes were secured by substantially all assets of the Issuer and were guaranteed by the Securitization Entities. The Company capitalized $6 million of debt issuance costs related to the 2019-2 Senior Notes. The 2019-2 Senior Notes have been fully repaid as of January 2026 primarily from proceeds received through the sale of ICW business.
Series 2020-1 Securitization Senior Notes
In July 2020, Driven Brands Funding, LLC and Driven Brands Canada Funding Corporation (together, the “Co-Issuers”), each wholly owned indirect subsidiaries of the Company, issued $175 million 2020-1 Securitization Senior Notes (the “2020-1 Senior Notes”) bearing a fixed interest rate of 3.786% per annum. The 2020-1 Senior Notes have a final legal maturity date in
July 2050 and an anticipated repayment date in July 2027. The 2020-1 Senior Notes are secured by substantially all assets of the Co-Issuers and are guaranteed by the Canadian Co-Issuer and various subsidiaries of the Canadian Co-Issuer. The Company capitalized $11 million of debt issuance costs related to the 2020-1 Senior Notes. In January 2026, the Company repaid $80 million of the 2020-1 Senior Notes utilizing proceeds from the sale of ICW.
Series 2020-2 Securitization Senior Notes
In December 2020, the Co-Issuers issued $450 million 2020-2 Securitization Senior Notes (the “2020-2 Senior Notes”) bearing a fixed interest rate of 3.237% per annum. The 2020-2 Senior Notes have a final legal maturity date in January 2051 and an anticipated repayment date in January 2028. The 2020-2 Senior Notes are secured by substantially all assets of the Co-Issuers and are guaranteed by the Securitization Entities. The Company capitalized $8 million of debt issuance costs related to the 2020-2 Senior Notes.
Series 2021-1 Securitization Senior Notes
In September 2021, the Co-Issuers issued $450 million of 2021-1 Securitization Senior Notes (the “2021-1 Senior Notes”) bearing a fixed interest rate of 2.791% per annum. The 2021-1 Senior Notes have a final legal maturity date in October 2051 and an anticipated repayment date in October 2028. The 2021-1 Senior Notes are secured by substantially all assets of the Co-issuers and are guaranteed by the Securitization Entities. The Company capitalized $10 million of debt issuance costs related to the 2021-1 Senior Notes.
Series 2022-1 Securitization Senior Notes
In October 2022, the Co-Issuers issued $365 million of 2022-1 Securitization Senior Notes (the “2022-1 Senior Notes”), which bore a fixed interest rate of 7.393% per annum. The 2022-1 Senior Notes had a final legal maturity date in October 2052, and an anticipated repayment date in October 2027. The 2022-1 Senior Notes were fully repaid in October 2025 and the Company realized a $1 million loss on debt extinguishment on the consolidated statements of operations during the year ended December 27, 2025. In conjunction with the issuance of the 2022-1 Senior Notes, the Co-Issuers also issued Series 2022-1 Class A-1 Notes (the “2022 VFN”) in the revolving amount of $135 million, which can be accessed at the Issuer’s option if certain conditions are met. As of December 27, 2025, there were no amounts outstanding under the 2022 VFN.
Series 2024-1 Securitization Senior Notes
In July 2024, the Co-Issuers issued $275 million of 2024-1 Class A-2 Securitization Senior Notes (the “2024-1 Senior Notes”) bearing a fixed interest rate of 6.372% per annum. The 2024-1 Senior Notes have a final legal maturity date in October 2054 and an anticipated repayment date in October 2031. The 2024-1 Senior Notes are secured by substantially all assets of the Co-Issuers and are guaranteed by the Co-Issuers and each of their respective subsidiaries. Proceeds from the 2024-1 Senior Notes were primarily used to repay the Company’s 2018-1 Class A-2 Securitization Senior Notes (the “2018-1 Senior Notes”). The Company incurred costs with third parties related to the issuance of the 2024-1 Senior Notes of $2 million included within interest expense, net on the consolidated statements of operations. The Company capitalized $10 million of debt issuance costs related to the 2024-1 Senior Notes.
Series 2024-1 Variable Funding Securitization Senior Notes
In July 2024, the Co-Issuers issued Series 2024-1 Variable Funding Senior Notes, Class A-1 (the “2024 VFN”) in the revolving amount of $400 million. The 2024 VFN have a final legal maturity date in October 2054. The commitment under the 2024 VFN is set to expire in October 2029, with the option of two one-year extensions. The 2024 VFN are secured by substantially all assets of the Co-Issuers and are guaranteed by the Co-Issuers and each of their respective subsidiaries. Borrowings incur interest at the Base Rate plus an applicable margin or SOFR plus an applicable margin. As of December 27, 2025, there were no amounts outstanding under the 2024 VFN and $22 million of outstanding letters of credit, which reduced the borrowing availability under the 2024 VFN.
Series 2025-1 Securitization Senior Notes
In October 2025, the Co-Issuers issued $500 million of Series 2025-1 Class A-2 Securitization Senior Notes (the “2025-1 Senior Notes”) bearing a fixed interest rate of 5.296% per annum. The 2025-1 Senior Notes have a final legal maturity date in October 2055 and an anticipated repayment date in October 2030. The 2025-1 Senior Notes are secured by substantially all assets of the Co-Issuers and are guaranteed by the Co-Issuers and each of their respective subsidiaries. Proceeds from the 2025-1 Senior Notes were used in combination with the Company’s Revolving Credit Facility to repay the Company’s 2019-1 and 2022-1 Senior Notes. The Company incurred costs with third parties related to the issuance of the 2025-1 Senior Notes of
$2 million included within interest expense, net on the consolidated statements of operations. The Company capitalized $11 million of debt issuance costs related to the 2025-1 Senior Notes.
Credit Agreement
Revolving Credit Facility
In May 2021, Driven Holdings, LLC, (“the Borrower”) a Delaware limited liability company and indirect wholly-owned subsidiary of Driven Brands Holdings Inc., entered into a credit agreement to secure a revolving line of credit with a group of financial institutions (“Revolving Credit Facility”), which provides for an aggregate amount of up to $300 million, and had a maturity date in May 2026 (“Credit Agreement”). In February 2025, the Borrower entered into an amendment extending the Credit Agreement maturity date to February 2030, subject to certain conditions. Borrowings will incur interest at a rate equal to SOFR plus an applicable term adjustment between 2.00% and 2.25%. The Revolving Credit Facility also includes periodic commitment fees based on the available unused balance and a quarterly administrative fee.
As of December 27, 2025, the Company had an outstanding balance of $140 million, $7 million of outstanding letters of credit, and $153 million available under the Revolving Credit Facility. The Company utilized proceeds from the sale of ICW in January 2026 to repay $140 million of the Revolving Credit Facility.
In April 2026, the Company entered into an amendment that also provides for a limited waiver to the Revolving Credit Facility under the Credit Agreement, dated as of May 27, 2021 (as amended, restated, supplemented, or otherwise modified, the “Credit Agreement”) by and among Driven Holdings Parent LLC, Borrower, the lenders party thereto from time to time (the “Lenders”), and JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent”), which (i) waives any defaults or events of default that may exist or have arisen as a result of the Borrower notifying the Administrative Agent and the Lenders that it intends to restate previously delivered financial statements for the fiscal years ending on December 30, 2023 and on December 28, 2024 and the first three fiscal quarters of the fiscal year ending on December 27, 2025, (ii) extends the deadline for the Borrower to deliver its financial statements for the fiscal year ending on December 27, 2025 (the “2025 Borrower Financial Statements”) to 165 days after such fiscal year-end (June 10, 2026), and (iii) extends the deadline for the Borrower to deliver its financial statements for the fiscal quarter ending on March 28, 2026 (the “Q1 2026 Borrower Financial Statements”) to 45 days after the delivery of the 2025 Borrower Financial Statements.
Term Loan Facility
In December 2021, the Borrower amended the Credit Agreement to provide for a new term loan credit facility (the “Term Loan Facility”), which had an initial aggregate commitment of $500 million, with loans and other extensions of credit thereunder maturing in December 2028. The Company made repayments of $354 million during 2025, primarily from proceeds received through the sale of the U.S. Car Wash business, including proceeds from the Seller Note. The Term Loan Facility has been fully repaid as of December 27, 2025 and no future borrowings can be drawn on this facility. The Company realized a $5 million loss on debt extinguishment on the consolidated statements of operations during the year ended December 27, 2025 relating to unamortized debt issuance costs associated with the Term Loan Facility.
Guarantees and Covenants of the Securitization Notes
Substantially all of the assets of the Company, including most of the domestic and certain of the foreign revenue-generating assets, which principally consist of franchise-related agreements, certain company-operated stores, certain product distribution agreements, intellectual property and license agreements for the use of intellectual property, are owned by subsidiaries of the Borrower and the Issuer, and are pledged to secure the Securitization Notes and indebtedness under the Credit Agreement (together the "Indebtedness"). The restrictions placed on the Issuer and its subsidiaries require that interest and principal (if any) on the Securitization Notes be paid prior to any residual distributions to the Company, and amounts are segregated weekly to ensure appropriate funds are reserved to pay the quarterly interest and principal (if any) amounts due. The amount of weekly cash flow that exceeds all expenses and obligations of the Issuer and its subsidiaries (including required reserve amounts) is generally remitted to the Company in the form of a dividend.
The Company’s Indebtedness is subject to certain quantitative covenants related to debt service coverage and leverage ratios. In addition, the agreements related to the Indebtedness also contain various affirmative and negative operating and financial reporting covenants, which are customary for such debt instruments. These covenants, among other things, limit the ability of the Issuer and its subsidiaries to sell assets; engage in mergers, acquisitions, and other business combinations; declare dividends or redeem or repurchase capital stock; incur, assume, or permit to exist additional indebtedness or guarantees; make loans and investments; incur liens; and enter into transactions with affiliates. In the event that certain covenants are not met, the Indebtedness may become fully due and payable on an accelerated schedule. In addition, the Borrower and the Issuer may voluntarily prepay, in part or in full subject to certain pre-payment premiums or make-whole obligations.
As of May 19, 2026, the Co-Issuers were in material compliance with all covenants under the agreements discussed above.
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.
Driven Brands Holdings Inc. has no material separate cash flows or assets or liabilities as of December 27, 2025. All business operations are conducted through its operating subsidiaries and it has no material independent operations. Driven Brands Holdings Inc. has no other material commitments or guarantees apart from those disclosed in Note 17. As a result of the restrictions described above, certain of the subsidiaries’ net assets are effectively restricted in their ability to be transferred to Driven Brands Holdings Inc. as of December 27, 2025.