Driven Brands Holdings Inc. (Form: 10-K, Received: 03/24/2021 17:28:08)

STOCKHOLDERS AGREEMENT DATED AS OF JANUARY 15, 2021 AMONG DRIVEN BRANDS HOLDINGS INC. AND THE OTHER PARTIES HERETO Exhibit 10.11

i Doc#: US1:13601293v14 TABLE OF CONTENTS INTRODUCTORY MATTERS ................................................................................. 1 1.1 Defined Terms .................................................................................................................. 1 1.2 Construction ..................................................................................................................... 4 CORPORATE GOVERNANCE MATTERS ........................................................... 4 2.1 Election of Directors ........................................................................................................ 4 2.2 Consent Rights ................................................................................................................. 5 2.3 Permitted Disclosure ........................................................................................................ 7 INFORMATION ...................................................................................................... 7 3.1 Books and Records; Access ............................................................................................. 7 3.2 Confidentiality .................................................................................................................. 8 GENERAL PROVISIONS ...................................................................................... 8 4.1 Termination ...................................................................................................................... 8 4.2 Notices .............................................................................................................................. 9 4.3 Amendment; Waiver ...................................................................................................... 10 4.4 Further Assurances ......................................................................................................... 10 4.5 Assignment ..................................................................................................................... 10 4.6 Indemnification .............................................................................................................. 10 4.7 Third Parties ................................................................................................................... 13 4.8 Reimbursement of Expenses .......................................................................................... 13 4.9 Governing Law ............................................................................................................... 13 4.10 Jurisdiction; Waiver of Jury Trial .................................................................................. 13 4.11 Specific Performance ..................................................................................................... 14 4.12 Entire Agreement ........................................................................................................... 14 4.13 Severability..................................................................................................................... 14 4.14 Table of Contents, Headings and Captions .................................................................... 14 4.15 Counterparts ................................................................................................................... 15 4.16 Effectiveness .................................................................................................................. 15 4.17 No Recourse ................................................................................................................... 15

Doc#: US1:13601293v14 1 STOCKHOLDERS AGREEMENT This Stockholders Agreement is entered into as of January 15, 2021 by and among Driven Brands Holdings Inc., a Delaware corporation (the “Company”), and each of the Principal Stockholders. BACKGROUND: WHEREAS, the Company is currently contemplating an underwritten initial public offering (“IPO”) of shares of its Common Stock (as defined below); and WHEREAS, in connection with, and effective upon, the date of completion of the IPO (the “Closing Date”), the Company and the Principal Stockholders wish to set forth certain understandings between such parties, including with respect to certain governance matters. NOW, THEREFORE, the parties agree as follows: INTRODUCTORY MATTERS 1.1 Defined Terms. In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein: “Affiliate” has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof. “Agreement” means this Stockholders Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof. “beneficially own” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. “Board” means the board of directors of the Company. “Change in Control” means any transaction or series of related transactions (whether by merger, consolidation, recapitalization, liquidation or sale or transfer of Common Stock or assets (including equity securities of the Subsidiaries) or otherwise) as a result of which any Person or group, within the meaning of Section 13(d)(3) of the Exchange Act (other than the Principal Stockholders and their respective Affiliates, any group of which the foregoing are members and any other members of such a group), obtains ownership, directly or indirectly, of (i) Common Stock that represent more than 50% of the total voting power of the outstanding

Doc#: US1:13601293v14 2 capital stock of the Company or applicable successor entity or (ii) all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis. “Closing Date” has the meaning set forth in the Background. “Company” has the meaning set forth in the Preamble. “Common Stock” means the shares of common stock, par value $0.01 per share, of the Company, and any other capital stock of the Company into which such stock is reclassified or reconstituted and any other common stock of the Company. “Control” (including its correlative meanings, “Controlled by” and “under common Control with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person. “Controlled Entity” means, without limitation, any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise controlled by the Company. “Director” means any member of the Board. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time. “Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. “IPO” has the meaning set forth in the Background. “Law” means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority. “Permitted Assigns” means with respect to a Principal Stockholder Entity, a Transferee of shares of Common Stock that agrees to become party to, and to be bound to the same extent as its Transferor by the terms of, this Agreement. “Person” means any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, or

Doc#: US1:13601293v14 3 other form of business organization, whether or not regarded as a legal entity under applicable Law, or any Governmental Authority or any department, agency or political subdivision thereof. “Principal Stockholder Designee” has the meaning set forth in Section 2.1(c). “Principal Stockholder Entities” means a Principal Stockholder, its Affiliates and their respective successors and Permitted Assigns; provided, that for purposes of determining any ownership threshold hereunder relevant to the Principal Stockholder Entities, such threshold shall be determined based on the ownership of the applicable Principal Stockholders and their Affiliates (and not, for the avoidance of doubt, any Permitted Assigns). “Principal Stockholders” means, collectively, Driven Equity LLC, a Delaware limited liability company, and RC IV Cayman ICW Holdings LLC, a Cayman Islands limited liability company, and each, a “Principal Stockholder”; provided, that for purposes of determining any ownership threshold hereunder relevant to the Principal Stockholders, such threshold shall be determined based on the ownership of the applicable Principal Stockholders (and not, for the avoidance of doubt, any Permitted Assigns). “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which: (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, representatives or trustees thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a limited liability company, partnership, association or other business entity, a majority of the total voting power of stock (or equivalent ownership interest) of the limited liability company, partnership, association or other business entity is at the time owned or Controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or Control the managing member, managing director or other governing body or general partner of such limited liability company, partnership, association or other business entity. “Total Number of Directors” means the total number of Directors comprising the Board. “Transfer” (including its correlative meanings, “Transferor”, “Transferee” and “Transferred”) shall mean, with respect to any security, directly or indirectly, to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or

Doc#: US1:13601293v14 4 warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other rights in or to such security. When used as a noun, “Transfer” shall have such correlative meaning as the context may require. 1.2 Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires: (a) “or” is disjunctive but not exclusive, (b) words in the singular include the plural and in the plural include the singular, and (c) the words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified. CORPORATE GOVERNANCE MATTERS 2.1 Election of Directors. Following the Closing Date, the Principal Stockholders (together with any Permitted Assigns who are assigned such rights) shall have the right, but not the obligation, to nominate to the Board an aggregate number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the Principal Stockholder Entities collectively beneficially own 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the Principal Stockholder Entities collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that the Principal Stockholder Entities collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the Principal Stockholder Entities collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Principal Stockholder Entities collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of Directors that the Principal Stockholders are entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (11/4) Directors shall equate to two (2) Directors), and any such calculations shall be made after taking into account any increase in the Total Number of Directors. Following the Closing Date and subject to applicable laws and stock exchange regulations, the Principal Stockholders shall have the right, but not the obligation, to have representatives appointed to serve on each committee of the Board in the same proportion as their representation on the Board. The Principal Stockholders shall have the right, but not the obligation, to have a representative appointed as an observer to any committee of the Board to

Doc#: US1:13601293v14 5 which the Principal Stockholders (i) do not elect to have a representative appointed or (ii) are prohibited by applicable laws or stock exchange regulations from having a representative appointed, in each case for so long as such Principal Stockholders have the right to designate at least one (1) director for nomination under this Agreement. In the event that the Principal Stockholders have nominated less than the total number of designees the Principal Stockholders shall be entitled to nominate pursuant to Section 2.1(a), the Principal Stockholders shall have the right, at any time, to nominate such additional designees to which they are entitled, in which case the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to (x) enable the Principal Stockholders to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate such additional individuals nominated by the Principal Stockholders to fill such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Principal Stockholders shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Principal Stockholder Designee”. In the event that a vacancy is created at any time by the death, retirement or resignation of any Director designated pursuant to this Section 2.1, the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the Principal Stockholders as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same. The Company agrees, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware law), to include the individuals designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors and to use its best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. 2.2 Consent Rights. For so long as the Principal Stockholder Entities collectively beneficially own at least 25% of the outstanding shares of Common Stock, the following actions by the Company or any of its Subsidiaries shall require the approval of each Principal Stockholder Designee, in addition to the Board’s approval (or the approval of the required governing body of any Subsidiary of the Company):

Doc#: US1:13601293v14 6 entering into or effecting a Change in Control; entering into any agreement providing for the acquisition or divestiture of assets or equity security of any Person, in each case providing for aggregate consideration in excess of $50 million; entering into any joint venture or similar business alliance having a fair market value as of the date of formation thereof (as reasonably determined by the Board) in excess of $50 million; initiating a voluntary liquidation, dissolution, receivership, bankruptcy or other insolvency proceeding involving the Company or any Subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the Exchange Act; any material change in the nature of the business of the Company or any Subsidiary, taken as a whole; any redemption, acquisition or other purchase of any shares of Common Stock (a “Repurchase”) other than Repurchases in accordance with any existing compensation plan of the Company or any Subsidiary or a Repurchase from an employee in connection with such employee’s termination of employment with the Company or any Subsidiary; any payment or declaration of any dividend or other distribution on any shares of Common Stock or entering into any recapitalization transaction the primary purpose of which is to pay a dividend; the incurrence of indebtedness for borrowed money (including through capital leases, the issuance of debt securities or the guarantee of indebtedness of another Person) in an aggregate principal amount in excess of $50 million, other than (x) the incurrence of trade payables arising in the ordinary course of business of the Company and its Subsidiaries or (y) borrowings under the Company’s variable funding notes (or amendments, extensions, or replacements thereof); terminating the employment of the Chief Executive Officer of the Company or hiring a new Chief Executive Officer of the Company; increasing or decreasing the size of the Board; and any transaction with or involving any Affiliate of the Company or any Affiliate of any stockholder of the Company that beneficially owns in excess of ten percent (10%) of the voting power of the Company (in each case, other than any Principal Stockholder

Doc#: US1:13601293v14 7 Entity), other than any transaction or series of related transactions in the ordinary course of business and on arms-length third-party terms and in an amount less than $5 million. 2.3 Permitted Disclosure. Each Principal Stockholder Designee is permitted to disclose to the Principal Stockholder Entities (other than any portfolio company of such Principal Stockholder Entity or its Affiliates) information about the Company and its Affiliates he or she receives as a result of being a Director. INFORMATION 3.1 Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, permit the Principal Stockholder Entities (other than any portfolio company of such Principal Stockholder Entity or its Affiliates) and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. In addition to other information that might be reasonably requested by the Principal Stockholder Entities from time to time (other than any portfolio company of such Principal Stockholder Entity or its Affiliates), the Company shall also provide (i) direct access to the Company’s auditors and officers upon request, (ii) copies of all materials provided to the board of directors (or committee of the board of directors) at the same time as provided to the directors (or members of a committee of the board of directors) of the Company, (iii) access to appropriate officers and directors of the Company and its Subsidiaries at such times as may be requested by the Principal Stockholder Entities for consultation with the Principal Stockholder Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (iv) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company or any of its Subsidiaries, and to provide the Principal Stockholder Entities with the right to consult with the Company and its Subsidiaries with respect to such actions and (v) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of Company and its Subsidiaries. Notwithstanding the foregoing, the Company shall not be required to disclose any privileged information of the Company so long as the Company has used its reasonable best efforts to provide such information to the Principal Stockholder Entities without the loss of any such

Doc#: US1:13601293v14 8 privilege and notified the Principal Stockholder Entities that such information has not been provided. 3.2 Confidentiality. The Principal Stockholders agree that such Principal Stockholders will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor their investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.2 by such Principal Stockholders or Principal Stockholder Entity), (b) is or has been independently developed or conceived by the Principal Stockholders without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Principal Stockholders by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that a Principal Stockholder may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, provided that prior to such disclosure such advisor has agreed to be bound to provisions which are the same substantially similar to the provisions of this Subsection 3.2 or otherwise is obligated to keep such information confidential; (ii) to any prospective purchaser of any securities from such Principal Stockholders, provided that prior to such disclosure such prospective purchaser has agreed to be bound to provisions which are the same or substantially similar to the provisions of this Subsection 3.2; (iii) to any Affiliate (other than any portfolio company of such Principal Stockholder Entity or its Affiliates), partner, member, stockholder, or wholly owned subsidiary of such Principal Stockholders in the ordinary course of business, provided that such Principal Stockholders informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; (iv) to investors or prospective investors in any investment fund managed (currently or in the future) by any Person that directly or indirectly manages a Principal Stockholder or any affiliate thereof; or (v) as may otherwise be required by law, provided that the Principal Stockholders, to the extent legally permitted, promptly notify the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. The Principal Stockholders acknowledge and agree that they are aware that the U.S. securities laws prohibit any person who has material non-public information from purchasing or selling securities of the Company, or from communicating such material non-public information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. GENERAL PROVISIONS 4.1 Termination. This Agreement shall terminate at such time as no Principal Stockholder is entitled to nominate a Director pursuant to Section 2.1(a). This Agreement shall also terminate with respect to an individual Principal Stockholder upon the delivery of a written

Doc#: US1:13601293v14 9 notice by such Principal Stockholder to the Company requesting that this Agreement terminate with respect to such Principal Stockholder. 4.2 Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, mailed first class mail (postage prepaid), sent by reputable overnight courier service (charges prepaid) or sent by electronic mail, to the Company at the address or e-mail address set forth below and to any other recipient at the address or e-mail address indicated on the Company’s records, or at such address or e-mail address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder when, the day delivered personally, five (5) days after deposit in the U.S. mail, one (1) day after deposit with a reputable overnight courier service, or the day sent by electronic mail (receipt confirmed). The Company’s address is: Driven Brands Holdings Inc. 440 S. Church Street, Suite 700 Charlotte, NC 28202 Attention: Scott O'Melia Email: scott.omelia@drivenbrands.com with a copy (not constituting notice) to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Attention: Jeffrey D. Marell Email: jmarell@paulweiss.com The Principal Stockholders’ addresses are: Driven Equity LLC 1180 Peachtree St. NE, Suite 2500 Atlanta, GA 30309 Attention: Stephen Aronson Email: sda@roarkcapital.com and RC IV Cayman ICW Holdings LLC 1180 Peachtree St. NE, Suite 2500 Atlanta, GA 30309

Doc#: US1:13601293v14 10 Attention: Stephen Aronson Email: sda@roarkcapital.com with respect to each Principal Stockholder, with a copy (not constituting notice) to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Attention: Jeffrey D. Marell Email: jmarell@paulweiss.com 4.3 Amendment; Waiver. This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by the Company and the other parties hereto. Neither the failure nor delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 4.4 Further Assurances. The parties hereto will sign such further documents, cause such meetings to be held and resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect to this Agreement and every provision hereof. To the fullest extent permitted by Law, the Company shall not directly or indirectly take any action that is intended to, or would reasonably be expected to result in, any Principal Stockholder Entity being deprived of the rights contemplated by this Agreement. 4.5 Assignment. This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents, will be null and void; provided, however, that each Principal Stockholder Entity shall be entitled to assign, in whole or in part, to any of its Permitted Assigns without such prior written consent any of its rights hereunder. 4.6 Indemnification. The Company, will, and will cause its Subsidiaries to, jointly and severally, indemnify, exonerate and hold each Principal Stockholder and its respective partners, stockholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons,

Doc#: US1:13601293v14 11 employees and agents and each of the partners, stockholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and against any and all liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim (each, an “Action”) arising directly or indirectly out of, or in any way relating to, (i) Indemnitees’ ownership of the Company’s securities or such Indemnitees’ control or ability to influence the Company or any of its Subsidiaries (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any breach of this Agreement, any other agreement by such Indemnitee or its Affiliates or other related Persons or the breach of any fiduciary or other duty or obligation of such Indemnitee to its direct or indirect equity holders, creditors or Affiliates, (y) to the extent such control or the ability to control the Company or any of its Subsidiaries derives from such Stockholder’s or its Affiliates’ capacity as an officer or director of the Company or any of its Subsidiaries or (z) to the extent such indemnification would violate any applicable law) or (ii) the business, operations, properties, assets or other rights or liabilities of the Company or any of its Subsidiaries; provided, however that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company, will, and will cause its Subsidiaries to, jointly and severally make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable Law. For the purposes of this Section 4.6, none of the circumstances described in the limitations contained in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments shall be promptly repaid by such Indemnitee to the Company. The Company, will, and will cause its Subsidiaries to, jointly and severally, reimburse any Indemnitee for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any Action for which the Indemnitee would be entitled to indemnification under the terms of this Section 4.6, or any action or proceeding arising therefrom, whether or not such Indemnitee is a party thereto. The Company or its Subsidiaries, in the defense of any Action for which an Indemnitee would be entitled to indemnification under the terms of this Section 4.6, may, without the consent of such Indemnitee, consent to entry of any judgment or enter into any settlement if and only if it (i) includes as a term thereof the giving by the claimant or plaintiff therein to such Indemnitee of an unconditional release from all liability with respect to such Action, (ii) does not impose any limitations (equitable or otherwise) on such Indemnitee, and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on

Doc#: US1:13601293v14 12 behalf of such Indemnitee, and provided that the only penalty imposed in connection with such settlement is a monetary payment that will be paid in full by the Company or its Subsidiaries. The Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause its Subsidiaries to, be fully and primarily responsible for the payment to the Indemnitee in respect of Indemnified Liabilities in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with (as applicable) the terms of (i) the Delaware General Corporation Law, as amended, (ii) the certificate of incorporation or similar organizational documents, as amended, of the Company, (iii) the bylaws or similar organizational documents, as amended, of the Company, (iv) any director or officer indemnification agreement, (v) this Agreement, (vi) any other agreement between the Company or any Controlled Entity and the Indemnitee pursuant to which the Indemnitee is indemnified, (vii) the laws of the jurisdiction of incorporation or organization of any Controlled Entity and/or (viii) the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Controlled Entity (clauses (i) through (viii), collectively, the “Indemnification Sources”), irrespective of any right of recovery the Indemnitee may have from any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company, any Controlled Entity or the insurer under and pursuant to an insurance policy of the Company or any Controlled Entity) from whom an Indemnitee may be entitled to indemnification with respect to which, in whole or in part, the Company or any Controlled Entity may also have an indemnification obligation (together, the “Indemnitee-Related Entities”). Under no circumstance shall the Company or any Controlled Entity be entitled to any right of subrogation or contribution by the Indemnitee- Related Entities and no right of advancement or recovery the Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or any Controlled Entity under the Indemnification Sources. The Company shall cause each of the Controlled Entities to perform the terms and obligations of this Section 4.6(c) as though each such Controlled Entity was a party to this Agreement. For purposes of this Section 4.6(c), the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any Indemnified Liabilities for which the Indemnitee shall be entitled to indemnification from both (1) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (2) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Indemnitee pursuant to which the Indemnitee is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

Doc#: US1:13601293v14 13 The rights of any Indemnitee to indemnification pursuant to this Section 4.6 will be in addition to any other rights any such Person may have under any other Section of this Agreement or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of incorporation or bylaws of the Company, any newly formed direct or indirect parent or any direct or indirect Subsidiary or investment holding vehicle with respect to any of the foregoing. The Company shall obtain and maintain in effect at all times directors’ and officers’ liability insurance reasonably satisfactory to the Principal Stockholders. 4.7 Third Parties. This Agreement does not create any rights, claims or benefits inuring to any Person that is not a party hereto or create or establish any third-party beneficiary hereto. 4.8 Reimbursement of Expenses. The Company will pay directly or reimburse, or cause to be paid directly or reimbursed, the actual and reasonable out-of-pocket costs and expenses incurred by each Principal Stockholder and its respective Affiliates in connection with the monitoring and/or overseeing of their investment in the Company, including (i) reasonable out-of-pocket expenses incurred by directors designated by such Principal Stockholder hereunder in connection with such directors’ board service (including travel), (ii) fees and actual and reasonable out-of-pocket disbursements of any independent professionals and organizations, including independent accountants, outside legal counsel or consultants retained by such Principal Stockholder or any of their Affiliates, (iii) reasonable costs of any outside services or independent contractors such as financial printers, couriers, business publications, on-line financial services or similar services, retained or used by such Principal Stockholder or any of their respective Affiliates and (iv) reasonable transportation, word processing expenses or any similar expense. All payments or reimbursement for such costs and expenses pursuant to this Section 4.8 will be made by wire transfer in same-day funds to the bank account designated by such Principal Stockholder or its relevant Affiliate promptly upon or as soon as practicable following request for reimbursement; provided, however, that such Principal Stockholder or Affiliate has provided the Company with such supporting documentation reasonably requested by the Company. 4.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof. 4.10 Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement, each of the parties

Doc#: US1:13601293v14 14 unconditionally accepts the jurisdiction and venue of the Delaware Court of Chancery or, if the Delaware Court of Chancery does not have subject matter jurisdiction over this matter, the Superior Court of the State of Delaware (Complex Commercial Division) or, if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 4.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. 4.11 Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond. 4.12 Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof or thereof other than those expressly set forth herein and therein. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter. 4.13 Severability. If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (a) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by Law, (b) as to such Person or circumstance or in such jurisdiction, such provision shall be reformed to be valid and enforceable to the fullest extent permitted by Law and (c) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby. 4.14 Table of Contents, Headings and Captions. The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

Doc#: US1:13601293v14 15 4.15 Counterparts. This Agreement and any amendment hereto may be signed in any number of separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable). 4.16 Effectiveness. This Agreement shall become effective upon the Closing Date. 4.17 No Recourse. This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, may only be made against the entities that are expressly identified as parties hereto, and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of the transactions contemplated hereby. [Remainder of Page Intentionally Left Blank]

Driven Brands Holdings Inc. Employee Stock Purchase Plan for International Employees 1. Purpose. The purpose of this Employee Stock Purchase Plan for International Employees (the “Plan”) of Driven Brands Holdings Inc., a Delaware corporation (the “Company”), is to provide eligible Employees of Designated Subsidiaries of the Company with a convenient opportunity to purchase Common Stock of the Company. 2. Definitions. The following definitions shall apply throughout the Plan. (a) “Board” means the Board of Directors of the Company. (b) “Committee” means a committee appointed by the Board. In the absence of a contrary designation by the Board, the Compensation Committee of the Board shall be the Committee hereunder. (c) “Common Stock” means the common stock of the Company, par value $0.01 per share (and any stock or other securities into which such common stock may be converted or into which it may be exchanged). (d) “Company” has the meaning set forth in Section 1. (e) “Compensation” means the base pay (determined on such date as may be established by the Committee) received by an Employee from the Company or a Designated Subsidiary. Base pay shall be adjusted or modified for purposes of the Plan as determined by the Committee. (f) “Continuous Status as an Employee” means the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of (i) sick leave, military leave, or other bona fide leave of absence that is required by law to be considered uninterrupted service or that is otherwise approved by the Committee if the period of such leave does not exceed 90 days, or if longer, so long as the individual’s right to reemployment as an Employee is guaranteed either by contract or statute; or (ii) transfers between locations of the Company or between and among the Company and its Designated Subsidiaries. For purposes of clarification, (i) the disposition of a Designated Subsidiary shall constitute a termination of the Continuous Status as an Employee of any Employee employed by such Designated Subsidiary; and (ii) a Participant’s termination of employment occurs as of the date that the Participant ceases performing services for the Company or Designated Subsidiary on a permanent basis, for any reason, whether lawful or otherwise (including, without limitation, by reason of resignation, death, frustration of contract, termination for cause, termination without cause, or constructive dismissal), without regard to any notice, pay in lieu of notice (whether by way of lump sum or salary continuance), benefits continuance, or other termination-related payments or benefits, whether pursuant to the common law or otherwise, to which the Participant may then be entitled, subject only to the express minimum requirements of applicable employment or labour standards legislation. Exhibit 10.28

2 (g) “Contributions” means all amounts credited to the notional account of a Participant pursuant to the Plan. (h) “Corporate Transaction” means a sale of all or substantially all of the Company’s assets, or a merger, consolidation, or other capital reorganization of the Company with or into another corporation, or any other transaction or series of related transactions in which the Company’s stockholders immediately prior thereto own less than 50% of the voting stock of the Company (or its successor or ultimate parent company) immediately thereafter, but excluding any acquisition of voting stock by the Company or any of its affiliates or by any employee benefit plan sponsored or maintained by the Company or any of its affiliates. (i) “Designated Subsidiaries” means all Subsidiaries organized under the laws of any jurisdiction outside the United States of America, as designated by the Committee from time to time. (j) “Employee” means any person who (i) has had Continuous Status as an Employee of one of the Designated Subsidiaries for a period of at least sixty (60) days, (ii) is customarily employed thereby for at least 20 hours per week and more than five (5) months in a calendar year, and (iii) is classified as an employee for tax purposes. (k) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and any successor thereto. References to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successors thereto. (l) “Fair Market Value” means, for any date, with respect to a Share, the closing sales price of a Share on the primary exchange on which the Common Stock is traded on such date or, in the event that the Common Stock is not traded on such date, then the immediately preceding trading date. In the absence of an established market for Common Stock, the Fair Market Value of a Share shall be determined in good faith by the Committee and such determination shall be conclusive and binding on all persons. The “Fair Market Value” of all other property shall be determined in good faith by the Committee, and such determination shall be conclusive and binding on all persons. (m) “Indemnifiable Person” shall have the meaning ascribed to it in Section 27. (n) “Maximum Number of Shares” means, with respect to a given Offering Period, a number of Shares equal to the quotient of (x) $25,000 U.S. dollars divided by (y) the Fair Market Value of a Share on the Offering Date. (o) “New Purchase Date” shall have the meaning ascribed to it in Section 16(b). (p) “Offering Date” means the first day of each Offering Period, as determined in accordance with Section 3.

3 (q) “Offering Period” means a period described in Section 3. (r) “Plan” has the meaning set forth in Section 1. (s) “Plan Administrator” means the Committee, or such other institution selected by the Committee. (t) “Participant” means an eligible Employee who has elected to participate in the Plan in accordance with Section 5. (u) “Purchase Date” means, unless otherwise determined by the Committee, December 31 of each calendar year or, in the event that the Common Stock is not traded on such date, the immediately preceding trading date, as applicable. (v) “Purchase Price” means, with respect to a given Offering Period, an amount equal to 85% (or such greater percentage as designed by the Committee) of the Fair Market Value of a Share on (i) the Purchase Date or (ii) the Offering Date, whichever amount is lower; provided, that the Purchase Price will in no event be less than the par value of a Share. (w) “Reserves” shall have the meaning ascribed to it in Section 16(a). (x) “Rule 16b-3” means Rule 16b-3 adopted under Section 16 of the Exchange Act. (y) “Securities Act” means the United States Securities Act of 1933, as amended, and any successor thereto. References to any section of (or rule promulgated under) the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successors thereto. (z) “Share” means a share of Common Stock, as adjusted in accordance with Section 16. (aa) “Subsidiary” means any subsidiary corporation or other subsidiary entity of the Company. 3. Offering Periods. The Plan shall be implemented by a series of consecutive Offering Periods commencing on January 1 and ending on December 31 of each calendar year. The Committee shall have the authority to change the duration, frequency, start date, and end dates of Offering Periods. 4. Eligibility. Subject to the requirements of Section 5 (and unless different dates are established by the Committee in respect of any Offering Period), a person shall be eligible to participate in an Offering Period if such person is an Employee as of the date on which an election for participation in the Offering is required pursuant to Section 5(b) below; provided, however, that the Committee may provide that certain Employees shall not be eligible to participate in an Offering Period as determined in the sole discretion of

4 the Committee, or if the grant of a right to purchase Common Stock under the Plan to such Employee would be prohibited under the laws of such non-U.S. jurisdiction, as determined by the Committee in its sole discretion. 5. Participation. (a) Participation in the Plan is completely voluntary. Except as set forth in Section 7(b) below, participation in one or more of the offerings under the Plan shall neither limit, nor require, participation in any other offering. (b) An eligible Employee may become a Participant in respect of an Offering Period by electing to participate in the manner approved by the Committee. An Employee who elects to participate in an Offering Period shall do so at least ten (10) days prior to the Offering Date, unless a different time for electing to participate (including following the Offering Date) is set by the Committee. (c) A Participant’s election shall indicate either a fixed dollar amount or a percentage of such Participant’s Compensation, in either case, as may be determined by the Committee, to be contributed during the applicable Offering Period; provided, however, that a Participant’s election shall be subject to the limitations of Section 7(b). (d) The deduction rate selected by a Participation shall remain in effect for subsequent Offering Periods unless the Participant (i) submits a new election in the manner approved by the Committee, (ii) withdraws from the Plan, or (iii) terminates employment or otherwise becomes ineligible to participate in the Plan. 6. Method of Payment of Contributions. (a) Payroll deductions shall be made from a Participant’s Compensation during an Offering Period in an aggregate amount equal to the Participant’s contribution election for such Offering Period. All payroll deductions made by a Participant shall be credited to his or her notional account under the Plan. Participant may not make a prepayment or any additional payments into such notional account. Payroll deductions in respect of any Offering Period shall commence on the Offering Date and shall end on the final day of the final payroll period ending on or prior to the applicable Purchase Date, unless sooner terminated by the Participant as provided in Section 10. (b) Participants on an authorized leave of absence during an Offering Period may continue to participate in such Offering Period; provided, however, that, except as otherwise required by applicable law, a Participant on an authorized leave of absence will have contributions suspended during such leave of absence and, absent any other instruction from such Participant, such contributions will resume upon the next payroll following such Participant’s return from such leave of absence. (c) Notwithstanding the foregoing, to the extent necessary to comply with Section 7(b) herein, a Participant’s payroll deductions may be decreased by the Company to zero during any Offering Period.

5 7. Grant of Option. (a) On each Offering Date, each Participant shall be deemed to have been granted an option to purchase as many Shares (rounded down to the nearest whole Share) as may be purchased with his or her Contributions during the related Offering Period at the Purchase Price; provided, however, that such option shall be subject to the limitations set forth in Section 7(b) below and Section 11, and may be reduced pursuant to Section 6, in each case, if applicable. (b) Notwithstanding any contrary provisions of the Plan, each option to purchase Shares under the Plan shall be limited as necessary to prevent any Employee from (i) acquiring rights to purchase stock under this Plan and all arrangements similar to this Plan that are maintained by the Company or any of its Subsidiaries which accrue at a rate that exceeds $25,000 U.S. dollars of the Fair Market Value of such stock (determined at the time such option is granted) for each calendar year in which such option is outstanding and exercisable at any time, or (ii) purchasing, in respect of any Offering Period, more than the Maximum Number of Shares. 8. Exercise of Option; Interest. (a) Unless a Participant withdraws from the Plan as provided in Section 10, his or her option for the purchase of Shares will be exercised automatically on the applicable Purchase Date, and the number of full Shares subject to the option will be purchased at the applicable Purchase Price with the accumulated Contributions in his or her notional account. No fractional Shares shall be issued. Any amounts accumulated in a Participant’s notional account that are not used to purchase Shares (other than any amount that is not sufficient to purchase a full Share, which shall be automatically carried forward to the next Offering Period) shall be refunded to the Participant as soon as practicable following the Purchase Date. Notwithstanding Section 9 below, the Shares purchased upon exercise of an option hereunder shall be deemed to be transferred to the Participant as of the Purchase Date. During his or her lifetime, a Participant’s option to purchase Shares hereunder is exercisable only by him or her. (b) At the time an option granted under the Plan is exercised, in whole or in part, or at the time some or all of the Common Stock issued to a Participant under the Plan is disposed of, the Participant must make adequate provisions for any applicable federal, state, provincial, or other tax withholding obligations, if any, that arise upon the Purchase Date or the disposition of the Common Stock. At any time, the Company or a Designated Subsidiary may, but will not be obligated to, withhold from the Participant’s compensation the amount necessary to meet applicable withholding obligations. (c) No interest will be paid or allowed on any money paid into the Plan or credited to the notional account of any Participant. 9. Delivery. As promptly as practicable after each Purchase Date, the number of Shares purchased by each Participant upon exercise of his or her option shall be deposited into an account established in the Participant’s name with the Plan Administrator. The

6 Committee may determine that no Share purchased in respect of an offering may be transferred out of such Participant’s account with the Plan Administrator other than in connection with a disposition of such Share for the longer of (x) two (2) years following the Offering Date applicable to such Share and (y) one (1) year following the Purchase Date applicable to such Share. 10. Voluntary Withdrawal; Termination of Employment. (a) A Participant may withdraw all but not less than all the Contributions credited to his or her notional account under the Plan at any time prior to the applicable Purchase Date by giving written notice to the Plan Administrator in the manner directed by the Company. All of the Participant’s Contributions credited to his or her notional account with respect to an Offering Period will be paid to him or her as soon as administratively practicable after receipt of his or her notice of withdrawal, his or her option for the current Offering Period will be automatically terminated, and no further Contributions for the purchase of Shares may be made by the Participant with respect to such Offering Period. A Participant’s withdrawal from the Plan during an Offering Period will not have any effect upon his or her eligibility to participate in a succeeding Offering Period or in any similar plan that may hereafter be adopted by the Company. (b) Upon termination of the Participant’s Continuous Status as an Employee prior to a Purchase Date for any reason, including retirement or death, the Contributions credited to his or her notional account will be returned to him or her, and his or her option will be automatically terminated; provided, however, that in the event of the death of a Participant, the Company shall deliver the Contributions to the executor or administrator of the estate of the Participant or, if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such amounts to the spouse or to any one or more dependents or relatives of the Participant. Except only as may be required to satisfy the minimum requirements of applicable employment or labour standards legislation, a Participant will have no entitlement to acquire Shares on any Purchase Date after the termination of the Participant’s Continuous Status as an Employee, and each Participant waives any claim to damages in respect thereof whether related or attributable to any contractual or common law termination entitlements or otherwise. 11. Shares. (a) The Shares issuable under this Plan shall be only those available from time to time for issuance under the Company’s Employee Stock Purchase Plan (the “Master ESPP”) (determined for such purpose by reducing the number of Shares otherwise available for issuance under the Master ESPP on any date in question by the number of Shares previously issued under this Plan as of such date). If the Committee determines at any time that, on a given Purchase Date, the number of Shares with respect to which options are to be exercised may exceed the number of Shares that are available for sale under the Plan on such Purchase Date, the Company shall make a pro rata allocation of the Shares available for purchase on such Purchase Date, in as uniform a manner as shall be practicable and as it shall determine to be equitable among all Participants exercising

7 options to purchase Common Stock on such Purchase Date, and the Committee may, in its discretion (x) continue all Offering Periods then in effect, or (y) terminate any or all Offering Periods then in effect pursuant to Section 17 below. (b) Shares to be delivered to a Participant under the Plan will be registered in the name of the Participant. 12. Administration. (a) Subject to the express provisions of the Plan, the Committee shall administer the Plan and shall have the sole and plenary power to (i) interpret and administer, reconcile any inconsistency in, correct any defect in, and supply any omission in the Plan; (ii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; and (iii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan, including, without limitation to the foregoing, by changing the duration, frequency, start date, and end dates of Offering Periods and/or the Purchase Dates. The authority of the Committee includes, without limitation, the authority to (x) determine procedures for setting or changing payroll deduction percentages, and obtaining necessary tax withholdings, and (y) adopt amendments to the Plan in accordance with Section 17. All designations, determinations, interpretations, and other decisions by the Committee (or its delegate) regarding the Plan shall be within the sole discretion of the Committee, may be made at any time, and shall be final, conclusive, and binding upon all persons or entities, including, without limitation, the Company, any affiliate, any Participant, any holder or beneficiary of any option, and any shareholder of the Company. The expenses of administering the Plan shall be borne by the Company. (b) The Committee may delegate any or all of its authority and obligations under this Plan to such committee or committees (including without limitation, a committee of the Board) or officer(s) of the Company as they may designate. (c) Nothing in the Plan shall be deemed to authorize the Committee to take any action contrary to applicable law or regulation, or rules of NASDAQ or any other securities exchange or inter-dealer quotation service on which the Common Stock is listed or quoted. (d) Notwithstanding any delegation of authority hereunder, the Board may itself take any action permitted under the Plan in its discretion at any time, and any reference in this Plan document to the rights and obligations of the Committee shall be construed to apply equally to the Board. Any references to the Board mean the Board only. 13. Transferability. Neither amounts accumulated in a Participant’s notional account nor any rights with regard to the exercise of an option or to receive Shares under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way (other than by will or by the laws of descent and distribution, or as provided in Section

8 10) by the Participant. Any such attempt at assignment, transfer, pledge, or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance with Section 10. 14. Use of Funds. All Contributions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such Contributions. 15. Reports. Statements of account will be made available to Participants by the Company or the Plan Administrator in the form and manner designated by the Committee. 16. Adjustments Upon Changes in Capitalization; Corporate Transactions. (a) Subject to any required action by the stockholders of the Company, (i) the number of Shares covered by each option under the Plan that has not yet been exercised, (ii) the number of Shares that have been authorized for issuance under the Plan but that have not yet been placed under option (collectively, the “Reserves”), (iii) the number of Shares set forth in Section 11 above, and (iv) the Purchase Price for each then-current Offering Period shall, if applicable, be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, a reverse stock split, a stock dividend, a subdivision, combination, or reclassification of the Common Stock (including any such change in the number of shares of Common Stock effected in connection with a change in domicile of the Company), or any other increase or decrease in the number of Shares effected without receipt of consideration by the Company, or any increase or decrease in the value of a Share resulting from a spinoff or split-up; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding, and conclusive. Except as expressly provided above, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an option. (b) In the event of a dissolution or liquidation of the Company, any Offering Period then in progress will terminate immediately prior to the consummation of such action, unless otherwise provided by the Committee. In the event of a Corporate Transaction, each option outstanding under the Plan shall be assumed or an equivalent option shall be substituted by the successor corporation or a parent or subsidiary of such successor corporation. If the successor corporation (or its parent or subsidiary) refuses to assume or substitute for outstanding options, each Offering Period then in progress shall be shortened and a new Purchase Date shall be set by the Committee (the “New Purchase Date”), as of which New Purchase Date any Offering Period then in progress will terminate. The New Purchase Date shall be on or before the date of consummation of the Corporate Transaction, and the Company shall notify each Participant in writing, at least ten (10) days prior to the New Purchase Date, that the Purchase Date for his or her option has been changed to the New Purchase Date and that his or her option will be exercised

9 automatically on the New Purchase Date, unless prior to such date he or she has withdrawn from the Offering Period as provided in Section 10. For purposes of this Section 16, an option granted under the Plan shall be deemed to be assumed, without limitation, if at the time of issuance of the stock or other consideration upon a Corporate Transaction, each holder of an option under the Plan would be entitled to receive upon exercise of the option the same number and kind of Shares or the same amount of property or cash, or number of securities (or combination thereof) as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to the transaction, the holder of the number of shares of Common Stock covered by the option at such time (after giving effect to any adjustments in the number of Shares covered by the option as provided for in this Section 16); provided, however, that if the consideration received in the transaction is not solely common stock of the successor corporation or its parent, the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon exercise of the option to be solely common stock of the successor corporation or its parent or subsidiary equal in Fair Market Value to the per-Share consideration received by holders of Common Stock in the transaction. (c) If the Company consummates the sale or transfer of a Designated Subsidiary, business unit, or division to an unaffiliated person or entity, or the spin-off of a Designated Subsidiary, business unit, or division to shareholders during an Offering Period, the Contributions credited to the notional account of each Participant employed by such Designated Subsidiary, business unit, or division, as applicable, as of the time of such sale, transfer, or spin-off with respect the offering to which such Offering Period relates will be returned to the Participant without interest, and the Participant’s option will be automatically terminated. (d) The existence of the Plan shall not affect or restrict in any way the right or power of the Company, the Board, the Committee, or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization, or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants, or rights to purchase stock or of bonds, debentures, or preferred or prior-preference stocks whose rights are superior to or affect the Common Shares or the rights thereof or that are convertible into or exchangeable for Common Shares, or the dissolution or liquidation of the Company or any Affiliate, or any sale or transfer of all or any part of their assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 17. Amendment or Termination. (a) The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuation, or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any applicable rules or requirements of any securities exchange or inter-dealer quotation service on which the Shares may be listed or quoted); provided, further, that any such amendment,

10 alteration, suspension, discontinuance, or termination that would materially and adversely affect the rights of any Participant shall not to that extent be effective without the consent of the affected Participant unless the Committee determines that such amendment, alteration, suspension, discontinuance, or termination is either required or advisable in order for the Company or the Plan to satisfy any applicable law or regulation. (b) Except as provided in Section 16, no such termination of the Plan may affect options previously granted, provided that the Plan or an Offering Period may be terminated by the Board on a Purchase Date or by the Board’s setting a new Purchase Date with respect to an Offering Period then in progress if the Board determines that termination of the Plan and/or the Offering Period is in the best interests of the Company and the stockholders or if continuation of the Plan and/or the Offering Period would cause the Company to incur adverse accounting charges as a result of a change after the effective date of the Plan in the generally accepted accounting principles applicable to the Plan. (c) Without stockholder consent and without regard to whether any Participant rights may be considered to have been adversely affected, the Committee shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld that may be made during an Offering Period, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the Committee determines in its sole discretion advisable that are consistent with the Plan. 18. No Rights to Continued Employment. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or a Subsidiary, or to continue in the employ or the service of the Company or a Subsidiary. 19. Beneficiary Designation. The Participant’s beneficiary shall be the Participant’s spouse (or domestic or common-law partner if such status is recognized by the Company and in such jurisdiction), or if the Participant is otherwise unmarried at the time of death, the Participant’s estate, except to the extent that a different beneficiary is designated in accordance with procedures that may be established by the Committee from time to time for such purpose, subject to applicable law. Notwithstanding the foregoing, in the absence of a beneficiary validly designated under such Committee-established procedures and/or applicable law who is living (or in existence) at the time of death of a Participant residing or working outside the United States, any required distribution under the Plan shall be made to the executor or administrator of the estate of the Participant, or to such other individual as may be prescribed by applicable law.

11 20. Equal Rights and Privileges. Notwithstanding any provision of the Plan to the contrary, all eligible Employees who are granted options under the Plan shall have the same rights and privileges. 21. No Rights as a Shareholder. Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges of ownership in respect of Shares that are subject to options hereunder until such Shares have been issued or delivered to that person. 22. Withholding. To the extent required by applicable federal, state, provincial, or local law, a Participant must make arrangements satisfactory to the Company for the payment of any withholding or similar tax obligations that arise in connection with the Plan. 23. Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 24. Conditions Upon Issuance of Shares. (a) The Plan and the issuance and delivery of Shares under the Plan are subject to compliance with all applicable U.S. federal, state, local, and non-U.S. laws, rules, and regulations (including but not limited to state, U.S. federal, and non-U.S. securities law, and margin requirements) and to such approvals by any listing, regulatory, or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan shall be deemed amended to the extent necessary to conform to such laws, rules, and regulations. (b) Notwithstanding any terms or conditions of the Plan to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any Shares pursuant to the Plan unless such Shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such Shares may be offered or sold without such registration pursuant to and in compliance with the terms of an available exemption. The Company shall be under no obligation to register for sale under the Securities Act any of the Shares to be offered or sold under the Plan. The Committee shall have the authority to provide that all Shares delivered under the Plan shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the Plan, U.S. federal securities laws, or the rules, regulations, and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation service

12 upon which such Shares are then listed or quoted and any other applicable federal, state, provincial, local or non-U.S. laws, rules, regulations, and other requirements, and the Committee may cause a legend or legends to be put on any such certificates of Common Stock delivered under the Plan to make appropriate reference to such restrictions or may cause such Common Stock delivered under the Plan in book-entry form to be held subject to the Company’s instructions or subject to appropriate stop-transfer orders. 25. Term of Plan; Effective Date. The Plan was adopted by the Board on March 22, 2021. The Plan shall be effective on March 22, 2021 (the “Effective Date”), and shall continue in force and effect until terminated under Section 17. Unless sooner terminated by the Board, the Plan shall terminate upon the earliest of (i) the ten (10) year anniversary of the Effective Date and (ii) the date on which all shares available for issuance under the Plan have been sold. 26. Additional Restrictions of Rule 16b-3. The terms and conditions of options granted hereunder to, and the purchase of Shares by, persons subject to Section 16 of the Exchange Act shall comply with the applicable provisions of Rule 16b-3. This Plan shall be deemed to contain, and such options shall contain, and the Shares issued upon exercise thereof shall be subject to, such additional conditions and restrictions as may be required by Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. 27. Indemnification. No member of the Board or the Committee, nor any employee or agent of the Company exercising authority delegated by the Board or the Committee hereunder (each such person, an “Indemnifiable Person”), shall be liable for any action taken or omitted to be taken or any determination made in the administration of the Plan (unless constituting fraud or a willful criminal act or willful criminal omission). Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit, or proceeding to which such Indemnifiable Person may be involved as a party or witness or otherwise by reason of any action taken or omitted to be taken or determination made under the Plan and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval (not to be unreasonably withheld) in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit, or proceeding against such Indemnifiable Person, and the Company shall advance to such Indemnifiable Person any such expenses promptly upon written request (which request shall include an undertaking by the Indemnifiable Person to repay the amount of such advance if it shall ultimately be determined as provided below that the Indemnifiable Person is not entitled to be indemnified); provided, that the Company shall have the right, at its own expense, to assume and defend any such action, suit, or proceeding, and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of recognized standing of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions or

13 determinations of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s fraud or willful criminal act or willful criminal omission or that such right of indemnification is otherwise prohibited by law or by the Company’s certificate of incorporation or by-laws. The foregoing right of indemnification shall not be exclusive of or otherwise supersede any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s certificate of incorporation or by-laws, as a matter of law, individual indemnification agreement or contract or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless. 28. Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor the submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options or awards otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases. 29. No Trust or Fund Created. The Plan shall not create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any affiliate, on the one hand, and the Participant or other person or entity, on the other hand. No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or to otherwise segregate any assets, nor shall the Company maintain separate bank accounts, books, records, or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company. 30. Reliance on Reports. Each member of the Committee and each member of the Board (and each such member’s respective designees) shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent registered public accounting firm of the Company and its affiliates and/or any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than such member or designee. 31. Relationship to Other Benefits. No payment or benefit under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance, or other benefit plan of the Company except as otherwise specifically provided in such other plan. 32. Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware.

14 33. Severability. If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity, or would disqualify the Plan under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan, such provision shall be construed or deemed stricken as to such jurisdiction, person, or entity, and the remainder of the Plan shall remain in full force and effect. 34. Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control. * * *


			Page
PART I
Item 1. Business.			4
Item 1A. Risk Factors.			12
Item 1B. Unresolved Staff Comments.			43
Item 2. Properties.			43
Item 3. Legal Proceedings.			44
Item 4. Mine Safety Disclosures.			44

PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.			45
Item 6. Selected Financial Data.			45
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			50
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.			71
Item 8. Financial Statements and Supplementary Data.			73
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.			113
Item 9A. Controls and Procedures.			113
Item 9B. Other Information.			113

PART III
Item 10. Directors, Executive Officers and Corporate Governance.			114
Item 11. Executive Compensation.			115
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.			115
Item 13. Certain Relationships and Related Transactions, and Director Independence.			115
Item 14. Principal Accounting Fees and Services.			115

PART IV
Item 15. Exhibits, Financial Statement Schedules.			116
Item 16. Form 10–K Summary.			120

Signatures			121


	Year Ended
(in thousands, except store count and per share data)	December 26, 2020			December 28, 2019			December 29, 2018			December 30, 2017			December 31, 2016
Financial Highlights
Total revenue	$	904,200		$	600,273		$	492,715		$	388,164		$	297,505
Total operating expenses	809,471			530,252			434,547			347,255			276,208
Operating income	94,729			70,021			58,168			40,909			21,297
Interest expense, net	95,646			56,846			41,758			40,763			33,591
Income tax expense (benefit)	11,372			4,830			2,805			(37,716)			(4,398)
Net income (loss) attributable to Driven Brands Holdings Inc.	(4,199)			7,731			7,062			37,862			(8,918)
Adjusted net income attributable to Driven Brands Holdings Inc.(1)	43,423			36,598			32,023			52,996			21,005
Adjusted EBITDA(1)	205,446			119,245			94,014			72,340			72,817
Acquisition adjusted EBITDA(1)	269,136			N/A			N/A			N/A			N/A
Earnings (loss) per share(2)
Basic and diluted	$	(0.04)		$	0.09		$	0.08		$	0.43		$	(0.10)
Adjusted earnings per share(1)(2)
Basic and diluted	$	0.42		$	0.41		$	0.36		$	0.60		$	0.24
Weighted average shares outstanding(2)
Basic and diluted	104,318			88,990			88,990			88,990			88,990
Other Key Performance Indicators
System-wide sales	$	3,354,783		$	2,885,561		$	2,576,266		$	2,421,939		$	2,236,581
Store count	4,227			3,106			2,588			2,521			2,458
Same store sales(3)	(5.6)		%	5.0		%	5.3		%	2.1		%	4.1		%


	Balance at
Balance Sheet Data	December 26, 2020		December 28, 2019		December 29, 2018		December 30, 2017		December 31, 2016
Cash and cash equivalents	$	172,611	$	34,935	$	37,530	$	25,743	$	16,710
Working capital	68,237		26,497		26,656		10,290		5,477
Goodwill and intangible assets, net	2,556,659		1,542,636		1,088,374		1,102,304		1,102,379
Total assets	4,655,150		1,876,240		1,306,919		1,298,652		1,248,629
Total debt	2,125,207		1,314,963		701,231		643,470		596,347
Total equity	1,106,360		289,878		437,687		485,542		444,398


	Year Ended
(in thousands, except per share data)	December 26, 2020		December 28, 2019		December 29, 2018		December 30, 2017		December 31, 2016
Net income (loss)	$	(4,216)	$	7,750	$	7,062	$	37,862	$	(8,918)
Acquisition related costs(a)	15,682		12,497		—		900		4,507
Non-core items and project costs, net(b)	6,036		6,644		1,694		5,703		12,449
Sponsor management fees(c)	5,900		2,496		1,960		2,267		2,096
Straight-line rent adjustment(d)	7,150		2,172		1,304		780		835
Equity-based compensation expense(e)	1,323		1,195		1,195		650		605
Foreign currency transaction gain(f)	(13,563)		—		—		—		—
Bad debt expense(g)	3,201		—		—		—		11,816
Asset impairment and closed store expenses(h)	9,311		—		9,847		3,267		—
Loss on debt extinguishment(i)	5,490		595		6,543		—		1,022
Amortization related to acquired intangible assets(k)	17,200		11,314		10,739		10,875		14,188
Provision for uncertain tax positions(l)	2,114		—		—		—		—
Valuation allowance for deferred tax asset	668		—		—		—		—
Adjusted net income before tax impact of adjustments	56,296		44,663		40,344		62,304		38,600
Tax impact of adjustments(m)	(12,890)		(8,046)		(8,321)		(9,308)		(17,595)
Adjusted net income	43,406		36,617		32,023		52,996		21,005
Net income (loss) attributable to non-controlling interest	(17)		19		—		—		—
Adjusted net income attributable to Driven Brands Holdings Inc.	$	43,423	$	36,598	$	32,023	$	52,996	$	21,005

Weighted average shares outstanding(n)
Basic and diluted	104,318		88,990		88,990		88,990		88,990
Adjusted earnings per share(n)
Basic and diluted	$	0.42	$	0.41	$	0.36	$	0.60	$	0.24


Adjusted and Acquisiton Adjusted EBITDA

	Year Ended
	December 26, 2020		December 28, 2019		December 29, 2018		December 30, 2017		December 31, 2016
Net income (loss)	$	(4,216)	$	7,750	$	7,062	$	37,862	$	(8,918)
Income tax expense (benefit)	11,372		4,830		2,805		(37,716)		(4,398)
Interest expense, net	95,646		56,846		41,758		40,763		33,591
Depreciation and amortization	62,114		24,220		19,846		17,864		19,212
EBITDA	164,916		93,646		71,471		58,773		39,487
Acquisition related costs(a)	15,682		12,497		—		900		4,507
Non-core items and project costs, net(b)	6,036		6,644		1,694		5,703		12,449
Sponsor management fees(c)	5,900		2,496		1,960		2,267		2,096
Straight-line rent adjustment(d)	7,150		2,172		1,304		780		835
Equity-based compensation expense(e)	1,323		1,195		1,195		650		605
Foreign currency transaction gain(f)	(13,563)		—		—		—		—
Bad debt expense(g)	3,201		—		—		—		11,816
Asset impairment and closed store expenses(h)	9,311		—		9,847		3,267		—
Loss on debt extinguishment(i)	5,490		595		6,543		—		1,022
Adjusted EBITDA	205,446		119,245		94,014		72,340		72,817
EBITDA adjustments related to acquisitions(j)	63,690		N/A		N/A		N/A		N/A
Acquisition Adjusted EBITDA	$	269,136	N/A		N/A		N/A		N/A


Delaware
(State or other jurisdiction of incorporation or organization)


440 South Church Street, Suite 700
Charlotte, North Carolina
(Address of principal executive offices)


Name of each exchange on which registered
The Nasdaq Global Select Market


Accelerated filer o
Small reporting company o
Emerging growth company o


(1) These are non-GAAP financial measures. See further discussion related to the calculation of these measures, as well as a reconciliation to more comparable GAAP financial measure, in the tables below.
(2) Share and per share amounts have been adjusted to reflect an implied 88,990-for-one stock split that became effective on January 14, 2021. See Note 16 in the accompanying consolidated financial statements for additional information.
(3) Prior to fiscal year 2018, same store sales growth was presented pro forma for acquired locations based on available information. Beginning in fiscal year 2018, we modified our same store sales calculation to treat acquired locations as comparable after they have been a part of the Company for 12 months.


	Fiscal Year Ended
(in thousands, except store count or as otherwise noted)	December 26, 2020			December 28, 2019			December 29, 2018
System-Wide Sales
System-Wide Sales by Segment:
Maintenance	$	962,706		$	924,067		$	819,142
Car Wash	147,162			—			—
Paint, Collision & Glass	1,936,444			1,667,586			1,476,042
Platform Services	308,471			293,908			281,082
Total	$	3,354,783		$	2,885,561		$	2,576,266
System-Wide Sales by Business Model:
Franchised Stores	$	2,798,323		$	2,550,424		$	2,342,334
Company-Operated Stores	489,267			335,137			233,932
Independently-Operated Stores	67,193			—			—
Total	$	3,354,783		$	2,885,561		$	2,576,266
Store Count
Store Count by Segment:
Maintenance	1,394			1,362			1,205
Car Wash	952			—			—
Paint, Collision & Glass	1,682			1,545			1,186
Platform Services	199			199			197
Total	4,227			3,106			2,588
Store Count by Business Model:
Franchised Stores	2,753			2,610			2,283
Company-Operated Stores	738			496			305
Independently-Operated Stores	736			—			—
Total	4,227			3,106			2,588
Same Store Sales %
Maintenance	(2.5		%)	7.0		%	6.0		%
Paint, Collision & Glass	(9.1		%)	3.4		%	5.1		%
Platform Services	5.0		%	7.3		%	4.2		%
Total	(5.6		%)	5.0		%	5.3		%
Segment Adjusted EBITDA
Maintenance	$	114,764		$	81,732		$	61,440
Car Wash	43,137			—			—
Paint, Collision & Glass	66,276			60,444			55,246
Platform Services	49,408			26,413			20,220


	Year Ended
(in thousands)	December 26, 2020		December 28, 2019		Change
Franchise royalties and fees	$	117,126	$	111,170	$	5,956	5	%
Company-operated store sales	489,267		329,110		160,157		49	%
Independently-operated store sales	67,193		—		67,193		N/M
Advertising contributions	59,672		66,270		(6,598)		(10)	%
Supply and other revenue	170,942		93,723		77,219		82	%
Total revenue	$	904,200	$	600,273	$	303,927	51	%


(in thousands)	Period Ended 12/26/2020(1)
Company-operated store sales	$	79,969
Independently-operated store sales	67,193
Supply and other revenue	2,517
Total revenue	$	149,679
Segment Adjusted EBITDA	$	43,137

System-Wide Sales
Company-operated stores	$	79,969
Independently-operated stores	67,193
Total System-Wide Sales	$	147,162
Store Count
Company-operated stores	216
Independently-operated stores	736
Total Store Count	952


(in thousands)	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 Years
Long-term debt obligations, including interest(1)	$	3,032,014	$	119,698	$	253,836	$	1,210,968	$	1,447,512
Operating lease commitments(2)	1,308,787		104,300		193,888		174,012		836,587
Sublease rentals(3)	26,905		6,752		10,695		3,876		5,582


	Fiscal year ended
(in thousands, except per share amounts)	December 26, 2020		December 28, 2019		December 29, 2018
Revenue:
Franchise royalties and fees	$	117,126	$	111,170	$	108,040
Company-operated store sales	489,267		329,110		233,932
Independently-operated store sales	67,193		—		—
Advertising contributions	59,672		66,270		72,792
Supply and other revenue	170,942		93,723		77,951
Total revenue	904,200		600,273		492,715
Operating expenses:
Company-operated store expenses	305,908		223,683		163,844
Independently-operated store expenses	41,051		—		—
Advertising expenses	61,989		69,779		74,996
Supply and other expenses	93,380		53,005		48,053
Selling, general and administrative expenses	218,277		142,249		125,763
Acquisition costs	15,682		11,595		—
Store opening costs	2,928		5,721		2,045
Depreciation and amortization	62,114		24,220		19,846
Asset impairment charges	8,142		—		—
Total operating expenses	809,471		530,252		434,547
Operating income	94,729		70,021		58,168
Other (income) expense, net
Interest expense, net	95,646		56,846		41,758
Loss on debt extinguishment	5,490		595		6,543
Gain on foreign currency transactions, net	(13,563)		—		—
Total other expenses, net	87,573		57,441		48,301
Income before taxes	7,156		12,580		9,867
Income tax expense	11,372		4,830		2,805
Net income (loss)	(4,216)		7,750		7,062
Net income (loss) attributable to non-controlling interests	(17)		19		—
Net income (loss) attributable to Driven Brands Holdings Inc.	$	(4,199)	$	7,731	$	7,062

Earnings (loss) per share(1)
Basic and diluted	$	(0.04)	$	0.09	$	0.08

Weighted average shares outstanding(1)
Basic and diluted	104,318		88,990		88,990


47-3595252
(I.R.S. Employer Identification No.)


28202
(Zip Code)


Trading Symbol
DRVN


Large accelerated filer o
Non-accelerated filer x


in thousands	Shareholders'/Members' equity		Accumulated other comprehensive income (loss)		Non-controlling interests		Total equity
Balance as of December 29, 2017	$	483,320	$	2,222	$	—	$	485,542
Cumulative effect of ASU 2014-09 adoption	(853)		—		—		(853)
Balance as of December 30, 2017	482,467		2,222		—		484,689
Net income	7,062		—		—		7,062
Other comprehensive loss	—		(3,322)		—		(3,322)
Equity-based compensation expense	1,195		—		—		1,195
Contributions	1,050		—		—		1,050
Dividend to Driven Investor LLC	(52,987)		—		—		(52,987)
Balance as of December 29, 2018	438,787		(1,100)		—		437,687
Net income	7,731		—		19		7,750
Other comprehensive income	—		4,726		—		4,726
Equity-based compensation expense	1,195		—		—		1,195
Acquisition of non-controlling interest	—		—		1,445		1,445
Contributions	75		—		—		75
Dividend to Driven Investor LLC	(163,000)		—		—		(163,000)
Balance as of December 28, 2019	284,788		3,626		1,464		289,878
Cumulative effect of ASU 2016-02 adoption	(4,012)		—		—		(4,012)
Cumulative effect of ASU 2016-13 adoption	(1,797)		—		—		(1,797)
Balance as of December 29, 2019	278,979		3,626		1,464		284,069
Net loss	(4,199)		—		(17)		(4,216)
Other comprehensive income	—		12,902		19		12,921
Equity-based compensation expense	1,323		—		—		1,323
Acquisition of non-controlling interest	—		—		400		400
Capital contribution to non-controlling interest	—		—		254		254
Common stock issued	811,609		—		—		811,609
Balance as of December 26, 2020	$	1,087,712	$	16,528	$	2,120	$	1,106,360


Cash and cash equivalents, beginning of period	34,935		37,530		25,743
Cash included in advertising fund assets, restricted, beginning of period	23,091		15,137		15,270
Restricted cash, beginning of period	—		—		—
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period	58,026		52,667		41,013
Cash and cash equivalents, end of period	172,611		34,935		37,530
Cash included in advertising fund assets, restricted, end of period	19,369		23,091		15,137
Restricted cash, end of period	15,827		—		—
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period	$	207,807	$	58,026	$	52,667


Supplemental cash flow disclosures - non-cash items:
Accrued capital expenditures	$	5,726	$	8,782	$	896
Capital leases	—		2,191		—
Contingent consideration	4,309		2,880		—
Sale/leaseback	—		30,929		—
Supplemental cash flow disclosures - cash paid for:
Interest	$	88,772	$	51,209	$	40,017
Income taxes	6,238		1,767		1,033


Buildings and improvements						30 - 40 years
Furniture and fixtures						Five to eight years
Store equipment						Two to 10 years
Car wash equipment						20 years
Leasehold improvements						Five to 15 years
Vehicles						Five years


(in thousands)	Significant other observable inputs (Level 2)		Total
Derivative assets not designated as hedging instruments	$	227	$	227

Derivative liabilities designated as hedging instruments	$	(9,561)	$	(9,561)
Derivative liabilities not designated as hedging instruments	(12,197)		(12,197)
Total derivative liabilities	$	(21,758)	$	(21,758)


	Year ended December 26, 2020
(in thousands)	Foreign currency translation adjustment		Cash flow hedges		Defined benefit pension plan		Accumulated other comprehensive income
Balance at December 28, 2019	$	3,626	$	—	$	—	$	3,626
Net change	13,208		(87)		(219)		12,902
Balance at December 26, 2020	$	16,834	$	(87)	$	(219)	$	16,528


	Year ended December 28, 2019
(in thousands)	Foreign currency translation adjustment		Accumulated other comprehensive income (loss)
Balance at December 29, 2018	$	(1,100)	$	(1,100)
Net change	4,726		4,726
Balance at December 28, 2019	$	3,626	$	3,626


(in thousands, except shares)	August 3, 2020
Assets:
Cash	$	37,011
Accounts and notes receivable	2,591
Inventory	12,761
Fixed assets	692,486
Operating lease right-of-use assets	479,787
Definite-lived intangibles	5,972
Indefinite-lived intangibles	165,730
Other assets	7,476
Total assets acquired	1,403,814
Liabilities:
Accounts payable	13,435
Long-term debt	656,684
Deferred income tax liability	134,568
Operating lease liabilities	476,216
Derivative liabilities	12,714
Other liabilities	82,394
Total liabilities assumed	1,376,011
Net assets acquired	27,803
Non-controlling interest acquired	400
Total consideration paid (38,265,700 common shares)(1)	809,000
Goodwill	$	781,597


	Actual from acquisition date		Pro-forma for year ended
(in thousands)			December 26, 2020		December 28, 2019
Revenue	$	149,679	$	1,104,486	$	1,042,048
Net income (loss) attributable to Driven Brands Holdings Inc.	(8,433)		26,352		(12,954)


(in thousands)	April 20, 2020
Assets:
Cash	$	2,020
Accounts and notes receivable, net	2,317
Inventory	414
Prepaid and other assets	293
Operating lease right-of-use assets	7,520
Fixed assets	1,023
Definite-lived intangibles	15,200
Assets acquired	28,787
Liabilities:
Accounts payable	1,835
Accrued expenses and other liabilities	2,919
Operating lease liability	7,520
Income taxes payable	673
Deferred income tax liability	3,770
Liabilities assumed	16,717
Net assets acquired	12,070
Total consideration	31,460
Goodwill	$	19,390


(in thousands)
Cash	$	28,517
Fair value of contingent consideration	2,943
Total consideration	$	31,460


(in thousands)	ATI		Clairus		ABRA Group		CARSTAR		Other Maintenance		Total Purchase Price Allocation for Acquisitions
Assets acquired:
Accounts and notes receivable, net	$	8,078	$	22,949	$	648	$	—	$	509	$	32,184
Prepaid and other assets	320		695		—		—		—		1,015
Income tax receivable	—		3,227		—		—		—		3,227
Inventory	—		9,880		—		108		2,539		12,527
Property and equipment, net	262		6,241		1,645		525		6,980		15,653
Intangibles	18,200		120,261		38,000		—		—		176,461
Total identifiable assets	26,860		163,253		40,293		633		10,028		241,067
Goodwill	36,157		104,896		12,440		21,927		109,268		284,688
Total assets acquired	63,017		268,149		52,733		22,560		119,296		525,755
Liabilities assumed:
Accrued expenses and other liabilities	7,038		7,622		202		—		2,409		17,271
Accounts payable	722		13,181		76		—		—		13,979
Deferred tax liabilities	—		31,009		—		—		—		31,009
Deferred franchise revenue	3,291		—		—		—		—		3,291
Total liabilities assumed	11,051		51,812		278		—		2,409		65,550
Non-controlling interest	—		1,445		—		—		—		1,445
Purchase consideration, net	$	51,966	$	213,512	$	52,455	$	22,560	$	116,887	$	457,380

Transaction costs (approx.)	1,000		3,000		1,000		1,000		6,000		12,000
Reportable segment (s)	Platform Services		Paint, Collison & Glass and Platform Services		Paint, Collison & Glass		Paint, Collison & Glass		Maintenance


(in thousands)
Balance at December 28, 2019	$	14,104
Adoption of ASU 2016-13	2,376
Balance as of December 29, 2019	16,480
Bad debt expense	7,059
Write-off of uncollectible receivables	(4,515)
Balance at December 26, 2020	$	19,024


	Amortizable												Indefinite - Lived
(in thousands)	Franchise Agreements		License Agreements		Membership Agreements		Customer Relationships		Developed Technology		Other		Trademarks		Total
Balance at December 28, 2019
Gross carrying value	$	209,043	$	5,426	$	11,600	$	53,885	$	21,799	$	11,276	$	408,393	$	721,422
Accumulated amortization	(32,390)		(728)		(252)		(594)		(11,531)		(3,910)		—		(49,405)
Net carrying value	$	176,653	$	4,698	$	11,348	$	53,291	$	10,268	$	7,366	$	408,393	$	672,017

Balance at December 26, 2020
Gross carrying value	$	218,413	$	12,036	$	11,600	$	59,270	$	27,245	$	11,562	$	566,326	$	906,452
Accumulated amortization	(40,858)		(1,731)		(1,759)		(4,890)		(17,843)		(10,063)		—		(77,144)
Net carrying value	$	177,555	$	10,305	$	9,841	$	54,380	$	9,402	$	1,499	$	566,326	$	829,308


(in thousands)
2021	$	18,569
2022	17,336
2023	17,216
2024	17,191
2025	16,972
Thereafter	175,698
Total amortization	$	262,982


(in thousands)
2021	$	22,988
2022	40,466
2023	22,259
2024	529,238
2025	445,371
Thereafter	1,145,425
Total future repayments	$	2,205,747


	Year ended December 29, 2018
(in thousands)	Maintenance		Paint, Collision & Glass		Platform Services		Corporate and Other		Total
Franchise fees and royalties	$	30,645	$	54,668	$	22,727	$	—	$	108,040
Company-operated store sales	220,344		2,245		11,343				$	233,932
Advertising	—		—		—		72,792		$	72,792
Supply and other	11,675		62,798		14,424		(10,946)		77,951
Total revenue	$	262,664	$	119,711	$	48,494	$	61,846	$	492,715
Segment Adjusted EBITDA	$	61,440	$	55,246	$	20,220	$	(40,848)	$	96,058



	Total revenue for year ended						Total long-lived assets
(in thousands)	December 26, 2020		December 28, 2019		December 29, 2018		December 26, 2020		December 28, 2019		December 29, 2018
United States	$	721,448	$	552,592	$	464,323	$	1,147,235	$	127,090	$	91,562
Canada	115,559		47,681		28,392		27,616		7,291		1,137
Rest of world	67,193		—		—		537,468		—		—
Total	$	904,200	$	600,273	$	492,715	$	1,712,319	$	134,381	$	92,699


(in thousands)	December 26, 2020		December 29, 2019 (a)
Right-of-use assets
Finance leases (b)	$	14,211	$	5,586
Operating leases	884,927		318,885
Total right-of-use assets	$	899,138	$	324,471

Current lease liabilities
Finance leases (c)	$	2,149	$	404
Operating leases (d)	60,095		30,091
Total current lease liabilities	$	62,244	$	30,495

Long-term lease liabilities
Finance leases (e)	$	16,726	$	5,184
Operating leases	818,001		294,040
Total long-term lease liabilities	$	834,727	$	299,224


(in thousands)
Finance lease expense:
Amortization of right-of-use assets	$	1,146
Interest on lease liabilities	643
Operating lease expense	71,920
Short-term lease expense	2,206
Variable lease expense	614
Total lease expense, net	$	76,529