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- Delisting (new) — Company received formal Nasdaq notice of non-compliance with listing rules due to delayed 10-K filing.
- Material Weakness (new) — Company disclosed identified material weaknesses in internal control over financial reporting under ongoing evaluation.
Driven Brands receives Nasdaq delisting notice over delayed 10-K, notes it has identified material weaknesses in internal control over financial reporting in the past and may do so again
Filed April 21, 2026 · Period ending April 15, 2026 · ~1 min read
Key Changes
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high
Nasdaq notified Driven Brands on April 15 that it's non-compliant with listing rules due to failure to file FY2025 10-K on time. Company has until June 15 to submit compliance plan and may receive extension until October 12 to regain compliance.
Item 8.01 view on EDGAR → -
high
Company notes it has identified material weaknesses in internal control over financial reporting in the past and may do so again. Internal review of financial statements and evaluation of these control deficiencies is ongoing, causing the 10-K filing delay.
Item 8.01 view on EDGAR → -
high
The delayed 10-K will also impact timing of Q1 2026 Form 10-Q filing.
Item 7.01 verify on EDGAR → -
medium
Company intends to submit compliance plan to Nasdaq and take necessary steps to regain listing compliance. Stock continues trading during the compliance period.
Item 8.01 view on EDGAR →
Summary
Driven Brands is facing significant compliance challenges after receiving a Nasdaq delisting notice on April 15, 2026 for failing to file its fiscal 2025 annual report on time.
The delay stems from an ongoing internal review that notes it has identified material weaknesses in internal control over financial reporting in the past and may do so again in the company's financial reporting controls—a serious issue that raises questions about the reliability of past financial statements.
While the stock continues trading for now, the company must submit a compliance plan by June 15 and could have until October 12 to file the delayed 10-K and avoid delisting. For retail investors, material weaknesses in internal controls are a major red flag that can precede accounting restatements or other financial surprises. The company has released preliminary performance expectations for recent quarters, but without audited financials, these figures carry less certainty. The key near-term milestone is whether Driven Brands can complete its internal review, remediate the control weaknesses, and file the 10-K before the October deadline. Investors should monitor for any updates on the review's findings and watch whether the company meets its compliance deadlines.
Section-by-Section Diff
Event · Item 2.02 — Results of Operations and Financial Condition
Item 2.02 — Results of Operations and Financial Condition filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On April 21, 2026, Driven Brands Holdings Inc. (the “Company”) issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, regarding its expected performance for the quarter and year ended December 27, 2025 (“Q42025” and “FY 2025”) and the quarter ended March 28, 2026 (“Q12026”). Exhibit 99.1 also provides developments regarding the filing status of the FY2025 Form 10-K and its anticipated impact on the filing of the Q12026 Form 10-Q.
The release also addresses developments concerning the filing status of the FY 2025 Form 10-K and how this delay will impact the Q1 2026 Form 10-Q filing. The actual performance metrics and specific filing delay details are contained in the referenced press release exhibit.
Event · Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On April 15, 2026, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the Company’s delay in filing its FY2025 Form 10-K, the Company is not currently in compliance with Nasdaq Listing Rule 5250(c) (1), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC.
Driven Brands received a formal notice from Nasdaq on April 15, 2026 stating the company is not in compliance with listing rules because it has not filed its FY2025 Form 10-K on time. The notice does not immediately affect trading but triggers a compliance process. The company has 60 days to submit a compliance plan and Nasdaq may grant up to 180 days from the original 10-K due date (until October 12, 2026) to regain compliance.
Added in current filing · verify on EDGAR →
In accordance with Nasdaq’s listing rules, the Company has 60 calendar days after the Notice or until June 15, 2026 to submit a plan of compliance to Nasdaq addressing how the Company intends to regain compliance with Nasdaq’s listing rules. Pursuant to the Notice, Nasdaq has the discretion to grant the Company up to 180 calendar days from the due date of the FY2025 Form 10-K, or October 12, 2026 to regain compliance.
Driven Brands has until June 15, 2026 to submit a compliance plan to Nasdaq. If accepted, Nasdaq may grant the company until October 12, 2026 to file the delayed 10-K and regain compliance with listing requirements. The company stated it intends to take necessary steps to regain compliance.
Event · Item 7.01 — Regulation FD Disclosure
Company issued press release disclosing receipt of a Notice under Regulation FD.
Added in current filing · verify on EDGAR →
On April 21, 2026, the Company issued a press release disclosing the receipt of the Notice.
The company disclosed that it received a Notice and issued a press release about it on April 21, 2026. The 8-K does not specify what the Notice pertains to or who issued it. The disclosure is being furnished under Regulation FD, which requires public disclosure of material non-public information.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The information provided pursuant to Item 7.01, including the exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section
The company clarifies that this Item 7.01 disclosure is being "furnished" rather than "filed," meaning it is not subject to the same legal liabilities as filed documents and will not be automatically incorporated by reference into other SEC filings unless specifically referenced.
Event · Item 9.01 — Financial Statements and Exhibits
Added in current filing · verify on EDGAR →
Press Release, dated April 21, 2026, announcing expected performance for Q4 2025, FY 2025 and Q1 2026
This appears to be a pre-announcement or guidance update outside the normal earnings release cycle, which may indicate results differ from prior expectations.
Added in current filing · verify on EDGAR →
Press Release, dated April 21, 2026, announcing receipt of Nasdaq Notice
The company received a notice from Nasdaq. Such notices typically relate to listing compliance matters such as minimum bid price requirements, financial reporting delays, or other exchange rule violations. The specific nature and implications require review of the referenced press release.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify