MNRO Form 4: McCluski Awarded 8,306 Restricted Shares, Vesting Over 3 Years

Rhea-AI Filing Summary

Monro, Inc. director Stephen C. McCluski was granted 8,306 restricted shares on 08/12/2025 under the Amended and Restated 2007 Stock Incentive Plan. The award was issued at a reported price of $0 and vests one-third on each of the three anniversaries of the grant date, tying the award to continued service. Following the grant, Mr. McCluski is reported to directly beneficially own 31,928 shares. The filing discloses no derivative transactions.

Positive

• Acquired 8,306 restricted shares at $0 under the Amended and Restated 2007 Stock Incentive Plan.
• Shares vest one-third on each of the three anniversaries of the grant date, linking value to continued service.
• Direct beneficial ownership increases to 31,928 shares following the reported transaction.

Negative

• None.

Insights

Securities Analyst

TL;DR: Director award of 8,306 restricted shares increases direct holdings to 31,928; vesting over three years suggests retention-focused compensation.

The Form 4 shows a non-derivative restricted stock award of 8,306 shares acquired at a reported price of $0 and an ownership total of 31,928 shares after the transaction. The award vests one-third on each of the three anniversaries of the grant date, and there are no derivative securities reported. This is a routine equity compensation event with limited immediate impact on investors but aligns the director’s interests with long-term performance.

Corporate Governance Expert

TL;DR: Standard restricted stock award with multi-year vesting aligns director incentives and reflects typical governance practice; not a material corporate event.

The disclosure identifies the grant as made under the company’s 2007 Stock Incentive Plan and specifies the vesting schedule (one-third each year for three years). The reporting person is listed as a director and the ownership form is direct. The filing provides clear terms of the award and complies with Section 16 reporting requirements; it represents compensation and retention rather than a strategic or operational development.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MCCLUSKI STEPHEN C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Award	8,306	$0.00	--

Holdings After Transaction: Restricted Stock Award — 31,928 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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).

X

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^*

MCCLUSKI STEPHEN C

(Last) (First) (Middle)

295 WOODCLIFF DRIVE

SUITE 202

(Street)

FAIRPORT NY 14450

(City) (State) (Zip)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Restricted Stock Award	08/12/2025		A		8,306(1)	A	$0	31,928	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This award of restricted stock is granted under the Company's Amended and Restated 2007 Stock Incentive Plan (the "Plan") and vests one-third on each of the three anniversaries of the grant date.

	Stephen McCluski	08/12/2025
	** 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.

FAQ

What did Stephen C. McCluski report in the MNRO Form 4?

He reported a restricted stock award of 8,306 shares acquired on 08/12/2025 and a post-transaction direct ownership of 31,928 shares.

At what price were the restricted shares granted to the director?

The filing reports the restricted stock award was granted at a reported price of $0.

What is the vesting schedule for the restricted shares?

The award vests one-third on each of the three anniversaries of the grant date, per the disclosure.

Under which plan was the award granted?

The award was granted under the company’s Amended and Restated 2007 Stock Incentive Plan, as stated in the filing.

Were any derivative securities reported in this filing?

No derivative securities were reported; the Form 4 lists only a non-derivative restricted stock award.