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 drivenseccommentletterre

 January 5, 2026 VIA EDGAR Angela Lumley Blaise Rhodes U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Driven Brands Holdings Inc. Form 10-K for Fiscal Year Ended December 28, 2024 Form 10-Q for Fiscal Quarter Ended September 27, 2025 File No. 001-39898 Dear Ms. Lumley and Mr. Rhodes: On behalf of Driven Brands Holdings Inc. (“Driven Brands,” the “Company,” “we,” or “our”), we are responding to the comment letter, dated December 11, 2025, that we received from the staff of the Securities and Exchange Commission (the “Staff”) relating to the above-referenced filings with the Securities and Exchange Commission (“SEC”). To facilitate your review, we have reproduced the text of the Staff’s comment in italics below, followed by the Company’s response to each comment. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company’s Form 10-K. Form 10-Q for Fiscal Quarter Ended September 27, 2025 Notes to Consolidated Financial Statements (unaudited) Note 2 - Summary of Significant Accounting Policies Basis of Presentation, page 10 1. Please provide an analysis, both qualitative and quantitative, to support your assertion that the adjustments you recorded during the quarter ended September 27, 2025 were not material to any current or prior period financial statements. In doing so, also describe the nature and amounts of each error being corrected and consider the impact of the errors individually and in the aggregate on each quarterly period. Refer to SAB Topics 1.M and 1.N. Please provide us with a detailed discussion of why adjustments for items that originated in prior periods appear to be occurring on a regular basis, the earliest period of adjustments being fiscal year 2020 as noted in our comment letter dated November 7, 2023. In addition,

 2 please tell us how the discovery and correction of these errors are being considered in your analysis of internal controls. Driven Brands Response: We acknowledge the Staff’s request for our analysis related to the materiality of our adjustments recorded during the quarterly period ended September 27, 2025 (“Q3 2025”), and reflected in our Form 10-Q (“Q3 2025 10-Q”). In conducting our analysis, we followed the requirements under Accounting Standards Codification Topic 250, Accounting Changes and Error Corrections (“ASC Topic 250”), including paragraph 250-10-45-27, with regards to determining materiality for the purpose of reporting the correction of an error for both the interim and annual periods presented. Further, in connection with the filing of the Q3 2025 10-Q, we conducted a quantitative and qualitative assessment of the errors discussed below based on the guidance set forth in SEC Staff Accounting Bulletin Topic 1.M, Materiality (“SAB 1.M”), and Staff Accounting Bulletin Topic 1.N, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 1.N”), and determined that their effects on the Company’s consolidated financial statements for the relevant prior periods were not material. I. Errors We identified errors in the Company’s consolidated financial statements when preparing the quarterly financial statements for the Q3 2025 10-Q. The errors had an aggregate impact of $5.7 million on both Operating income and Income before tax from continuing operations and a $1.1 million impact on Net income from continuing operations as presented in the Q3 2025 Statement of Operations. An overview of the nature of the errors is provided below, and the materiality analysis follows in Section II. A. Disposal of Fixed Assets During the last week of 2024, the Company closed on a sale leaseback portfolio transaction. Due to the timing of the transaction, an entry was recorded within our consolidation system to properly account for the asset write-off in December 2024 rather than disposing of the assets within the related subledgers within Oracle ERP. During the first quarter of 2025 (“Q1 2025”) and second quarter of 2025 (“Q2 2025”), the Company recorded the disposals within the fixed asset subledgers but did not appropriately reverse the original consolidation journal entry. During Q3 2025, the Company identified and recorded the reversing journal entry for $6.2 million. This error resulted in Selling, general, and administrative expenses (“SG&A”) being overstated during Q1 2025 and Q2 2025 by approximately $2.2 million and $3.9 million, respectively, and resulted in SG&A being understated by $6.2 million in Q3 2025 when the reversing journal entry was made. B. Leases To address a significant deficiency relating to leases identified in 2024, the Company has been continuing to enhance its controls relating to the Company’s lease accounting. In connection with this process, the Company identified certain ground leases that originated in prior periods beginning in 2023 and continuing through Q2 2025 where the lease had not been recorded at the time of lease commencement. During Q3 2025, the Company identified and recorded the impact of these leases, which resulted in the addition of approximately $9.9 million of right-of-use assets, $10.4 million of operating lease liabilities, and $0.5 million of operating lease expense within Company-operated store expenses relating to prior periods.

 3 C. Valuation Allowance In connection with the sale of the U.S. car wash business, the Company determined $3.1 million of deferred tax assets would not be utilized due to the structure of the sale and required a valuation allowance be established. The sale of this business occurred during Q2 2025, and the related income tax expense should have been recorded at the time of the sale; however, this expense was evaluated in Q3 2025 and corrected as an out-of-period adjustment in the quarter. D. Property Tax The Company appropriately expensed and remitted certain property taxes in the correct periods; however, the tax payment related to these properties that was paid in Q1 2025 ($3.6 million) was not applied to the property tax accrual in that period; this error was corrected in Q3 2025. There was no impact on the Statements of Operations for any period associated with this error. E. Accounts Receivable Payment Clearing The Company identified certain manual accounts receivable processes relating to payment clearing that were not timely completed relating to Q1 2025 and Q2 2025. During Q3 2025, the Company processed a total of $2.1 million relating to the impacted periods. As a result of the timing of these returns being processed, Accounts and notes receivable net was understated and Cash and cash equivalents was overstated by $0.4 million and $2.1 million as of Q1 2025 and Q2 2025, respectively. There was no impact on the Statements of Operations for any period associated with this error. II. Materiality Analysis Under SAB 1.M Based on the assessment of quantitative and qualitative factors under applicable guidance (which is presented below), the Company concluded that the errors in the Company’s consolidated financial statements when preparing the quarterly financial statements for the Q3 2025 10-Q were not material individually or in the aggregate in relation to any prior period financial statements or to the Q3 2025 financial statements. A. Quantitative Analysis The quantitative impact of the errors is reviewed below. Our assessment addresses errors that were identified and corrected in Q3 2025. 1. Statement of Operations The following table summarizes the individual and aggregate quantitative impact of the errors identified and corrected in Q3 2025 on the prior periods and Q3 2025 with respect to the primary financial statement

 4 line items in the Statement of Operations that were impacted: (1) Operating income, (2) Income before tax from continuing operations, and (3) Net income from continuing operations.1, 2 ($ amounts in thousands) Q1 2025 Q2 2025 Q3 2025 Q3 2025 YTD Operating income $61,265 $38,112 $61,936 $161,313 Income before tax from continuing operations $24,521 $18,950 $39,203 $82,674 Net income from continuing operations $17,490 $11,809 $60,862 $90,161 Disposal of Fixed Assets Error (A) $2,240 $3,930 $(6,170) - % of Operating income 4% 10% 10% -% % of Income before tax from continuing operations 9% 21% 16% -% % of Net income from continuing operations3 10% 25% 8% -% Leases Error (B) $(146) $(102) $495 $247 % of Operating income (Loss) <1% <1% <1% <1% % of Income before tax from continuing operations <1% <1% 1% <1% % of Net income from continuing operations3 <1% <1% <1% <1% Valuation Allowance Error (C) - (3,103) 3,103 - % of Operating income -% -% -% -% % of Income before tax from continuing operations -% -% -% -% % of Net income from continuing operations -% 26% 5% -% Aggregate Pre-Tax Errors (A + B) $2,094 $3,828 $(5,675) $247 Aggregate Post-Tax Errors (A + B + C) $1,560 $(251) $(1,125) $184 % of Operating income 3% 10% 9% <1% % of Income before tax from continuing operations 9% 20% 14% <1% % of Net income from continuing operations 9% 2% 2% <1% 1 SG&A was the primary line item in the Statement of Operations impacted by the errors within the 2025 interim periods. In each of these periods, the impact to SG&A was 4% or less on both an individual and aggregate basis. 2 The Company has excluded the Property Tax and Accounts Receivable Payment Clearing Errors from this table as these errors did not impact the Statement of Operations. In addition, periods prior to 2025 are not included in the chart above because the only error that impacted such periods is the Lease Error, and this error only impacted interim periods beginning in the third quarter of 2023 and in each interim period in 2024 in a cumulative amount of $0.2 million. 3 Includes the estimated tax impact assuming a 25.5% statutory tax rate.

 5 With respect to the interim periods, we have considered the impact of the errors reported in Operating income and Income before tax from continuing operations, noting certain adjustments individually and in the aggregate are greater than 10%. We determined that the impact of the errors to these prior periods was not material because in absolute dollar amounts the Company’s Operating expenses range from $455 million to $513 million during the impacted interim periods, while these errors amounted to $6 million of such Operating Expenses in each period. In addition, the Company focused on the following in considering these impacts:  The Q3 2025 year-to-date impacts were immaterial in both absolute dollar amounts and as a percentage of key financial statement metrics. The impact of the applicable errors to the Statements of Operations had a less than 1% impact on each of (1) Operating income, (2) Income before tax from continuing operations, and (3) Net income from continuing operations. Similarly, the impact of the applicable errors had less than a 1% impact on each of Current Assets, Total Assets, Current Liabilities, and Total Liabilities on each prior Balance Sheet date (including the Q3 2025 Balance Sheet) as outlined in the table below.  Further, although impacts to some of the financial statement line items during certain prior quarters were greater than 10%, guidance has noted that the evaluation of materiality in an interim period should reflect the perspective of a “reasonable investor, not whether an interim period is a discrete period, an integral part of an annual period, or some combination of both.”4 In addition: o During Q2 2025, the Company recorded (1) a non-recurring charge of $17 million relating to the fair value of a sellers note assumed with the sale of the U.S. car wash business and (2) a $12.2 million loss on foreign currency translation. Excluding these impacts, the errors would have impacted Operating income, Income before taxes from continuing operations, and Net income from continuing operations by less than 7%, 8%, and 1%, respectively. Additionally, if these impacts are excluded, each of the individual errors accounts for a less than 10% impact on each of Operating income, Income before taxes from continuing operations, and Net income from continuing operations, respectively. o During Q1 2025, the Company recorded a $7 million impairment. Excluding this impact, the errors would have impacted Operating income, Income before taxes from continuing operations, and Net income from continuing operations by 3%, 7%, and 7%, respectively.  The Company considered and concluded the impact of the errors was immaterial to projected full year 2025 Net income from continuing operations as of Q3 2025. The impact of the errors was less than 1% of projected full year 2025 Net income from continuing operations as of Q3 2025.  When considering the quarterly and year-to-date impacts of the errors presented below—and consistent with SAB 1.M’s focus on whether information is “material to users of a registrant’s financial statements”—we reviewed the errors on the financial measures that analysts focus on, which are (1) Revenue, (2) Adjusted EBITDA, and (3) Adjusted EPS, and found these errors to be immaterial: 4 See Advisory Committee on Improvements to Financial Reporting (“ACIFR”) — Draft Final Report, July 11, 2008, at 93, available at http://www.sec.gov/about/offices/oca/acifr/acifr-dfr-071108.pdf.

 6 o Revenue: No identified errors impact Revenue. o Adjusted EBITDA: Only the Leases error (B) impacts Adjusted EBITDA in any period. Outside of the period of correction (Q3 2025), the impact of the error is $0.1 million or less in each period and would not impact the Company’s ability to meet or fail to meet expectations in any individual period. The period of correction resulted in a decrease in Adjusted EBITDA of $0.5 million and did not impact the Company’s ability to meet analyst expectations. o Adjusted EPS: Only the Leases error (B) impacts Adjusted EPS in any period. Adjustments noted above in Adjusted EBITDA would be tax-impacted within our Adjusted Net Income calculation prior to calculating the impact to Adjusted EPS and would not change the Adjusted EPS amount presented during each of the periods.  For those misstatements that relate to prior periods and that have been corrected in the current period, we also evaluated the impact of these out-of-period misstatements on the respective financial statements when the errors originated individually and in the aggregate with other out-of- period adjustments made in prior periods (including impacts of other out-of-period adjustments) and determined that the impacts of such aggregated errors were not material individually or in the aggregate. 2. Balance Sheet The table below demonstrates that the effects of the errors are immaterial, both individually and in the aggregate, on a quantitative basis to the Balance Sheet at the end of each prior Balance Sheet date.5 ($ amounts in millions) Q4 2024 Q1 2025 Q2 2025 Q3 2025 Total Current Assets $657.4 $671.4 $736.7 $585.1 Property Tax Errors (D) - $(3.6) $(3.6) - --% of Total Current Assets -% <1% <1% -% Total Assets $5,261.8 $5,301.7 $4,283.5 $4,152.9 Disposal of Fixed Assets Errors (A) - $2.2 $6.2 - --% of Total Assets -% <1% <1% -% Leases Errors (B) $6.5 $9.2 $9.9 - --% of Total Assets <1% <1% <1% -% Property Tax Errors (D) - $(3.6) $(3.6) - --% of Total Current Assets -% <1% <1% -% Aggregate Errors (A + B + D) $6.5 $7.8 $12.5 - --% of Total Assets <1% <1% <1% -% Total Current Liabilities $433.9 $457.3 $661.1 $648.1 Leases Errors (B) $0.1 $0.2 $0.4 - --% of Total Current Liabilities <1% <1% <1% -% Property Tax Errors (D) - $(3.6) $(3.6) - 5 Errors associated with Leases (B) also impacted fiscal year 2023. The Company has not disclosed Balance Sheet information relating to fiscal year 2023 within the Company’s unaudited financial statements; however, based on management’s internal calculations, the impact of appro