Monro (MNRO) director restructures stake as 19,664 preferred shares convert
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
MONRO, INC. director Peter J. Solomon reported an automatic conversion of Class C Convertible Preferred Stock into Common Stock on June 18, 2026. An aggregate of 19,664 shares of Class C Convertible Preferred Stock converted into 1,204,908 shares of Common Stock at a stated ratio of 61.275 common shares per preferred share in a transaction exempt under Rule 16b-3(d).
Following the conversion, Solomon’s direct Common Stock holdings increased to 709,026 shares, and trusts for the benefit of his children and grandchildren held 678,694 shares, where he serves as trustee but expressly disclaims beneficial ownership. His spouse also indirectly holds 1,000 shares of Common Stock. The filing reflects a non‑cash restructuring of his equity position rather than open-market buying or selling.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
SOLOMON PETER J
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class C Convertible Preferred Stock | 10,000 | $0.00 | -- |
| Grant/Award | Common Stock | 612,750 | $0.00 | -- |
| Disposition | Class C Convertible Preferred Stock | 9,664 | $0.00 | -- |
| Grant/Award | Common Stock | 592,158 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Class C Convertible Preferred Stock — 0 shares (Direct, null);
Common Stock — 709,026 shares (Direct, null);
Class C Convertible Preferred Stock — 0 shares (Indirect, Trustee);
Common Stock — 678,694 shares (Indirect, Trustee)
Footnotes (1)
- On June 18, 2026, pursuant to the Certificate of Amendment to the Issuer's Certificate of Incorporation, which was approved by the Issuer's stockholders on August 15, 2023, an aggregate of 19,664 shares of Class C Convertible Preferred Stock automatically converted into shares of Common Stock at a conversion ratio of 61.275 shares of Common Stock for each share of Class C Convertible Preferred Stock in a transaction exempt under Rule 16b-3(d). Therefore, the reporting person is reporting the disposition of 19,664 shares of Class C Convertible Preferred Stock, which had previously been included in the reporting person's ownership in Table I on an estimated as-converted basis, and the acquisition of an aggregate of 1,204,908 shares of Common Stock. These shares are held in trusts for the benefit of Mr. Solomon's children and grandchildren. Mr. Solomon is a trustee of such trusts and, accordingly, may be deemed to have a beneficial interest therein. Mr. Solomon expressly disclaims beneficial ownership of securities held by such trusts, and this report shall not be deemed an admission that Mr. Solomon is the beneficial owner of such securities.
Key Figures
Common shares acquired via conversion: 1,204,908 shares
Preferred shares converted: 19,664 shares
Conversion ratio: 61.275 shares
+3 more
6 metrics
Common shares acquired via conversion
1,204,908 shares
Aggregate Common Stock received from Class C Convertible Preferred conversion on June 18, 2026
Preferred shares converted
19,664 shares
Aggregate Class C Convertible Preferred Stock automatically converted on June 18, 2026
Conversion ratio
61.275 shares
Common Stock per share of Class C Convertible Preferred Stock
Direct common holdings after transaction
709,026 shares
Common Stock held directly by Peter J. Solomon following conversion
Trust-held common shares after transaction
678,694 shares
Common Stock held in trusts where Solomon is trustee, post-transaction
Spouse indirect holdings
1,000 shares
Common Stock held indirectly through spouse as of June 18, 2026
Key Terms
Class C Convertible Preferred Stock, Rule 16b-3(d), as-converted basis, beneficial ownership, +1 more
5 terms
Class C Convertible Preferred Stock financial
"shares of Class C Convertible Preferred Stock automatically converted into shares of Common Stock"
Rule 16b-3(d) regulatory
"at a conversion ratio of 61.275 shares ... in a transaction exempt under Rule 16b-3(d)"
Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.
as-converted basis financial
"previously been included in the reporting person's ownership in Table I on an estimated as-converted basis"
As-converted basis means counting securities that can become common stock—like convertible bonds or preferred shares—as if they already were common shares when calculating totals such as shares outstanding, ownership percentages, or per-share metrics. Investors use it to see the potential dilution and the “what-if” size of the shareholder base; it’s like imagining all restaurant coupons have been redeemed so you know how crowded the table could become and how slices of the pie would shrink.
beneficial ownership financial
"may be deemed to have a beneficial interest therein. Mr. Solomon expressly disclaims beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
trustee financial
"Mr. Solomon is a trustee of such trusts and, accordingly, may be deemed to have a beneficial interest"
A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.
FAQ
What insider transaction did MONRO (MNRO) report for Peter J. Solomon?
Peter J. Solomon reported an automatic conversion of preferred stock into common stock. 19,664 Class C Convertible Preferred shares converted into 1,204,908 Common shares, changing the form of his holdings rather than reflecting an open‑market purchase or sale.
What happened to Peter J. Solomon’s Class C Convertible Preferred Stock in MONRO (MNRO)?
An aggregate of 19,664 shares of Class C Convertible Preferred Stock was disposed of in the automatic conversion. After this transaction, Solomon reported 0 remaining shares of this preferred class, as all such shares had converted into Common Stock.