Driven Brands says three years of accounts can no longer be relied on, its second such conclusion this year, and delays its third-quarter report
SEC filings show Driven Brands' audit committee concluded on 31 October that its 2023 to 2025 accounts and two 2026 quarterly reports should no longer be relied on.
Driven Brands' audit committee concluded on 31 October 2026 that its 2023 to 2025 annual accounts and its first two 2026 quarterly reports should no longer be relied on, and its third-quarter 10-Q will be filed late.
- Periods affected
- FY2023 to FY2025 and Q1, Q2 2026
- Decision date
- 31 October 2026
- Previous non-reliance
- 23 February 2026
- Auditor
- PricewaterhouseCoopers LLP
- Restatement costs
- At least $50 million in 2026
Driven Brands Holdings Inc. has told the SEC that its financial statements for the 2023, 2024 and 2025 fiscal years, and for the first two quarters of 2026, should no longer be relied on, in a Form 8-K filed on 3 November 2026 (CIK 1804745).
The audit committee reached the conclusion on 31 October 2026 after consulting management. It said PricewaterhouseCoopers LLP's report on the 2025 financial statements and on internal control over financial reporting should also not be relied on, and that the matters were discussed with PwC (Form 8-K, 3 November 2026, Item 4.02).
The filing says the audit committee had already concluded on 23 February 2026 that the 2024 and 2023 accounts, and interim periods in 2024 and 2025, should not be relied on. Those periods were restated in the 2025 annual report filed on 19 May 2026 (Form 8-K, Item 4.02).
The new errors were found mainly while preparing audits of the 2025 accounts of subsidiaries that are party to the company's whole business securitisation. Preliminary findings include a failure to write off fixed assets on time, mainly related to sale-leaseback transactions, misclassification of fixed assets and incorrect useful lives for some asset categories. The filing gives no dollar amounts (Form 8-K, Item 4.02).
The company said it will not file its third-quarter Form 10-Q by the 5 November due date or within the extension period, and that there is no set timeline for the restatement. Share buybacks must stop until it is current with its reports (Form 8-K, Items 2.02 and 4.02).
It lowered its 2026 adjusted EBITDA outlook to $410 million to $430 million, from $430 million to $460 million, and now expects restatement-related costs of at least $50 million this year (Form 8-K, Exhibit 99.1).
The filings do not state the size of the errors. Loro has made no approach to the company. Figures are as reported in Driven Brands' SEC filings.
Primary sources
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