Monro Inc SEC Filings

Monro, Inc. extended its consulting engagement with AlixPartners to support the next phase of its operational improvement plan. The amendment continues the engagement through December 27, 2025 and provides for an aggregate fee of $2.2 million for services such as embedding capabilities, transitioning tools, and supporting revenue acceleration efforts.

The filing notes that Monro’s President and CEO, Peter Fitzsimmons, is also a partner and managing director at AlixPartners, and serves as CEO under an engagement letter with AP Services, LLC, an AlixPartners affiliate. All other terms of the consulting agreement, as previously amended, remain in effect. Monro plans to file the amendment as an exhibit to its next Form 10‑Q.

Monro, Inc. adopted a shareholder rights plan and declared a dividend of one Right for each outstanding common share, payable to holders of record on November 24, 2025. Each Right becomes exercisable on the Distribution Date to purchase one one-thousandth of a share of Series D Junior Participating Preferred Stock at a $90.00 purchase price. Prior to exercise, Rights have no voting or dividend rights.

The Rights expire on the earliest of 5:00 p.m. ET on November 6, 2026, redemption, or exchange. Before any person becomes an Acquiring Person, the Board may redeem all Rights for $0.01 per Right. After a person becomes an Acquiring Person but before anyone owns 50% or more of the common stock, the Board may direct an exchange at an initial ratio of one common share per Right.

The agreement includes customary flip-in and flip-over features that, upon specified events, entitle holders (other than the Acquiring Person) to securities valued at two times the purchase price. A Certificate of Amendment became effective on November 10, 2025, and the company issued a press release announcing the plan.

Monro, Inc. (MNRO): Carl C. Icahn and affiliated funds reported open‑market purchases of Monro common stock as reflected on Form 4. The reporting persons bought shares on 11/05/2025 (108,270 at $17.23), 11/06/2025 (428,967 at $17.40), and 11/07/2025 (101,422 at $17.48).

Following these transactions, the group beneficially owned 5,078,573 shares indirectly. Footnotes state Icahn Partners directly owns 2,855,820 shares and Icahn Partners Master Fund directly owns 2,222,753 shares. The filing is made by more than one reporting person, and the relationship to the issuer is disclosed as Director and 10% Owner.

Monro, Inc. (MNRO): Carl C. Icahn and affiliated funds reported an open-market purchase of 639,473 shares of Monro common stock on November 4, 2025 at a price of $15.19 per share.

Following the transaction, the reporting persons beneficially owned 4,439,914 shares indirectly. As disclosed, Icahn is a Director and 10% Owner. The filing lists multiple reporting persons; within the group, Icahn Partners LP directly owns 2,493,828 shares and Icahn Partners Master Fund LP directly owns 1,946,086 shares.

Monro, Inc. (MNRO): Carl C. Icahn and affiliated funds filed a Form 3 disclosing initial beneficial ownership. The group reports indirect beneficial ownership of 3,800,441 common shares. As of November 3, 2025, Icahn Partners directly beneficially owns 2,131,848 shares and Icahn Partners Master Fund directly beneficially owns 1,668,593 shares.

The filing also lists cash-settled swap agreements referencing 4,946,525 shares with Nomura Global Financial Products Inc.; these are settled in cash and do not provide voting, investment, or dispositive control. The form indicates it was filed by more than one reporting person and notes director status.

Monro, Inc. (MNRO) reported Q2 FY2026 results with diluted EPS of $0.18 and sales of $288.9 million, down 4.1% year over year as store closures reduced revenue despite a 1.1% comparable store sales increase. Operating income was $12.8 million. Management also reported adjusted diluted EPS of $0.21 and adjusted operating income of $14.0 million, excluding items such as consulting costs and net gains related to the store closure program.

The company closed 145 underperforming stores in Q1 FY2026 and, in Q2, sold three owned stores and reassigned or terminated 21 leases, generating approximately $5.5 million of proceeds and a $7.6 million net gain. For the first six months, Monro posted a net loss of $2.4 million and generated $30.4 million in operating cash flow, reflecting lower payables and restructuring dynamics versus $88.2 million in the prior-year period.

Liquidity remained ample with $10.5 million in cash and $409.9 million available under the Credit Facility, with $60.0 million outstanding. The facility size was reduced to $500 million under a Fifth Amendment that provides an Extended Covenant Relief Period and a 225 bps spread. Monro paid dividends of $0.28 per share for the quarter.

Dimensional Fund Advisors LP filed an amended Schedule 13G reporting beneficial ownership of 1,415,893 shares of Monro Inc. common stock, representing 4.7% of the class. The filing states that the shares are owned by funds managed or advised by Dimensional and that Dimensional disclaims beneficial ownership of the securities while reporting voting and dispositive powers attributable to its advisory role.

The report shows sole voting power over 1,370,665 shares and sole dispositive power over 1,415,893 shares. Dimensional certifies the holdings are in the ordinary course of business and were not acquired to influence control of the issuer. The filing includes the adviser’s addresses and a compliance officer signature dated 10/09/2025.