Monro (MNRO) CFO withholds 5,290 shares to cover RSU taxes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Monro, Inc. Executive Vice President & CFO Brian D’Ambrosia reported routine share withholdings to cover taxes on equity compensation, not open-market sales. On May 12, 2026, 345 shares of common stock were withheld at $16.16 per share, leaving him with 52,773 directly owned shares.

All 14 reported transactions use code F, meaning shares were delivered to satisfy exercise price or tax withholding obligations tied to restricted stock units. These are compensation-related dispositions rather than discretionary buying or selling in the market.

Insider Trade Summary

14 transactions reported

Mixed 14 txns

Insider D'Ambrosia Brian

Role Executive Vice President & CFO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	345	$16.16	$6K
Tax Withholding	Common Stock	760	$17.72	$13K
Tax Withholding	Common Stock	272	$13.07	$4K
Tax Withholding	Common Stock	400	$14.11	$6K
Tax Withholding	Common Stock	345	$13.07	$5K
Tax Withholding	Common Stock	823	$12.22	$10K
Tax Withholding	Common Stock	272	$26.05	$7K
Tax Withholding	Common Stock	400	$23.43	$9K
Tax Withholding	Common Stock	284	$23.65	$7K
Tax Withholding	Common Stock	368	$26.53	$10K
Tax Withholding	Common Stock	273	$36.68	$10K
Tax Withholding	Common Stock	286	$41.34	$12K
Tax Withholding	Common Stock	101	$48.70	$5K
Tax Withholding	Common Stock	361	$49.14	$18K

Holdings After Transaction: Common Stock — 52,773 shares (Direct, null)

Footnotes (1)

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Key Figures

Latest shares withheld: 345 shares Shares held after latest transaction: 52,773 shares Total tax-withholding shares: 5,290 shares +2 more

5 metrics

Latest shares withheld 345 shares Withheld on May 12, 2026 at $16.16 to cover taxes

Shares held after latest transaction 52,773 shares Direct ownership after May 12, 2026 tax withholding

Total tax-withholding shares 5,290 shares Aggregate shares delivered for tax obligations across 14 entries

May 12, 2026 withholding price $16.16 per share Price used for 345-share tax-withholding disposition

Number of tax-withholding transactions 14 transactions All reported with transaction code F

Key Terms

restricted stock units, tax withholding obligations, transaction code F, Form 4, +1 more

5 terms

restricted stock units financial

"Shares withheld to cover tax withholding obligations on the vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"Shares withheld to cover tax withholding obligations on the vesting of restricted stock units."

transaction code F regulatory

"Each entry uses code F, described as payment of exercise price or tax liability by delivering securities."

Form 4 regulatory

"These Form 4 entries reflect shares withheld by the company to cover tax obligations on vesting restricted stock units."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Executive Vice President & CFO financial

"Monro, Inc. Executive Vice President & CFO Brian D’Ambrosia reported routine share withholdings to cover taxes."

Form 4 Insider Transactions: What Each Field Means →

05/15/2026 - 04:30 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

D'Ambrosia Brian

(Last)

(First)

(Middle)

295 WOODCLIFF DRIVE

SUITE 202

(Street)

FAIRPORT

NEW YORK

14450

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
MONRO, INC. [ MNRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2023

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/12/2023		F		361⁽¹⁾	D	$49.14	20,271	D
Common Stock	05/15/2023		F		101⁽¹⁾	D	$48.7	20,170	D
Common Stock	06/01/2023		F		286⁽¹⁾	D	$41.34	19,884	D
Common Stock	07/30/2023		F		273⁽¹⁾	D	$36.68	24,041	D
Common Stock	05/12/2024		F		368⁽¹⁾	D	$26.53	32,034	D
Common Stock	06/01/2024		F		284⁽¹⁾	D	$23.65	31,750	D
Common Stock	06/19/2024		F		400⁽¹⁾	D	$23.43	31,350	D
Common Stock	07/30/2024		F		272⁽¹⁾	D	$26.05	31,078	D
Common Stock	05/09/2025		F		823⁽¹⁾	D	$12.22	30,255	D
Common Stock	05/12/2025		F		345⁽¹⁾	D	$13.07	29,910	D
Common Stock	06/19/2025		F		400⁽¹⁾	D	$14.11	54,150	D
Common Stock	07/30/2025		F		272⁽¹⁾	D	$13.07	53,878	D
Common Stock	05/09/2026		F		760⁽¹⁾	D	$17.72	53,118	D
Common Stock	05/12/2026		F		345⁽¹⁾	D	$16.16	52,773	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares withheld to cover tax withholding obligations on the vesting of restricted stock units.

	/s/ Brian D'Ambrosia	05/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Monro (MNRO) report for CFO Brian D’Ambrosia?

Monro’s CFO Brian D’Ambrosia reported multiple tax-withholding dispositions of common stock. These Form 4 entries reflect shares withheld by the company to cover tax obligations on vesting restricted stock units, rather than open-market purchases or sales by the executive.

How many Monro (MNRO) shares were withheld for Brian D’Ambrosia’s taxes?

Across the reported transactions, 5,290 Monro common shares were withheld for tax obligations. Each entry with code F shows a small number of shares delivered to satisfy taxes on vesting restricted stock units rather than discretionary trading in the open market.

What was the latest Monro (MNRO) tax-withholding transaction for the CFO?

The latest transaction on May 12, 2026 withheld 345 Monro common shares at $16.16 per share. This disposition covered tax obligations tied to restricted stock units and left Brian D’Ambrosia holding 52,773 shares of Monro common stock directly afterward.

Does the Monro (MNRO) Form 4 show the CFO selling shares on the market?

The Form 4 does not show open-market sales. All reported entries use transaction code F, indicating shares were withheld by Monro to pay tax liabilities on vesting restricted stock units, which is a standard, compensation-related mechanism rather than discretionary selling.

How many Monro (MNRO) shares does the CFO hold after the latest filing?

After the May 12, 2026 tax-withholding disposition, Brian D’Ambrosia holds 52,773 Monro common shares directly. This figure reflects his remaining position following 345 shares being withheld to cover tax obligations associated with vesting restricted stock units.