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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 10-Q

____________________________________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 27, 2025

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 0-19357

____________________________________________________________

Monro, Inc.

(Exact name of registrant as specified in its charter)

____________________________________________________________


New York	16-0838627
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

295 Woodcliff Drive, Suite 202 Fairport, New York	14450
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: 1 (800) 876-6676

_________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

MNRO

The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

As of January 16, 2026, 30,019,660 shares of the registrant's common stock, $0.01 par value per share, were outstanding.

Table of Contents

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets	3
Consolidated Statements of Income and Comprehensive Income	4
Consolidated Statements of Changes in Shareholders’ Equity	5
Consolidated Statements of Cash Flows	6
Notes to Consolidated Financial Statements	8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk	26
Item 4. Controls and Procedures	26
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	27
Item 6. Exhibits	28
Signatures	29

‎

Monro, Inc. Q3 2026 Form 10-Q

Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets



(thousands, except footnotes) (unaudited)	December 27, 2025		March 29, 2025
Assets
Current assets
Cash and equivalents	$	4,912	$	20,762
Accounts receivable		11,926		11,752
Federal and state income taxes receivable		4,189		3,992
Inventory		153,277		181,467
Other current assets		54,510		59,426
Total current assets		228,814		277,399
Property and equipment, net		240,842		258,949
Finance lease and financing obligation assets, net		154,995		159,794
Operating lease assets, net		179,776		181,587
Goodwill		736,435		736,435
Intangible assets, net		8,375		10,390
Assets held for sale		4,626		—
Other non-current assets		16,111		17,269
Total assets	$	1,569,974	$	1,641,823
Liabilities and shareholders' equity
Current liabilities
Current portion of finance leases and financing obligations	$	36,756	$	39,739
Current portion of operating lease liabilities		39,566		40,061
Accounts payable		300,956		322,642
Accrued payroll, payroll taxes and other payroll benefits		15,000		23,599
Accrued insurance		57,614		52,822
Deferred revenue		13,680		14,696
Other current liabilities		39,753		30,731
Total current liabilities		503,325		524,290
Long-term debt		45,000		61,250
Long-term finance leases and financing obligations		203,235		220,783
Long-term operating lease liabilities		161,199		167,523
Long-term deferred income tax liabilities		40,668		37,111
Other long-term liabilities		11,603		10,105
Total liabilities		965,030		1,021,062
Commitments and contingencies - Note 9
Shareholders' equity:
Class C Convertible Preferred stock		29		29
Common stock		401		401
Treasury stock		(250,111)		(250,111)
Additional paid-in capital		260,837		258,804
Accumulated other comprehensive loss		(3,396)		(3,421)
Retained earnings		597,184		615,059
Total shareholders' equity		604,944		620,761
Total liabilities and shareholders' equity	$	1,569,974	$	1,641,823

Class C convertible preferred stock Authorized 150,000 shares, $1.50 par value, one preferred stock share to 61.275 common stock shares conversion value, 19,664 shares issued and outstanding as of December 27, 2025 and March 29, 2025

Common stock Authorized 65,000,000 shares, $0.01 par value; 40,124,348 shares issued as of December 27, 2025 and 40,067,600 shares issued as of March 29, 2025

Treasury stock 10,104,688 shares as of December 27, 2025 and March 29, 2025, at cost

See accompanying Notes to Consolidated Financial Statements.

Monro, Inc. Q3 2026 Form 10-Q

Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Income and Comprehensive Income



	Three Months Ended				Nine Months Ended
(thousands, except per share data) (unaudited)	December 27, 2025		December 28, 2024		December 27, 2025		December 28, 2024
Sales	$	293,387	$	305,769	$	883,337	$	900,342
Cost of sales, including occupancy costs		191,020		200,966		570,950		579,976
Gross profit		102,367		104,803		312,387		320,366
Operating, selling, general and administrative expenses		83,797		94,840		287,142		283,954
Operating income		18,570		9,963		25,245		36,412
Interest expense, net of interest income		4,045		4,246		13,179		14,526
Other income, net		(54)		(101)		(250)		(303)
Income before income taxes		14,579		5,818		12,316		22,189
Provision for income taxes		3,440		1,235		3,562		6,096
Net income	$	11,139	$	4,583	$	8,754	$	16,093
Other comprehensive income
Changes in pension, net of tax		8		33		25		101
Other comprehensive income		8		33		25		101
Comprehensive income	$	11,147	$	4,616	$	8,779	$	16,194
Earnings per share
Basic	$	0.36	$	0.15	$	0.26	$	0.52
Diluted	$	0.35	$	0.15	$	0.26	$	0.52
Weighted average common shares outstanding
Basic		30,020		29,949		29,995		29,933
Diluted		31,403		31,273		31,268		31,221

See accompanying Notes to Consolidated Financial Statements.

‎

Monro, Inc. Q3 2026 Form 10-Q

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CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Changes in Shareholders’ Equity



	Class C											Accumulated
	Convertible									Additional		Other
	Preferred Stock			Common Stock			Treasury Stock			Paid-In		Comprehensive		Retained		Total
(thousands) (unaudited)	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Loss		Earnings		Equity
Balance at September 28, 2024	20	$	29	40,054	$	401	10,105	$	(250,111)	$	255,715	$	(3,383)	$	649,288	$	651,939
Net income															4,583		4,583
Other comprehensive income
Pension liability adjustment													33				33
Dividends declared
Preferred															(337)		(337)
Common															(8,385)		(8,385)
Dividend payable															(95)		(95)
Stock options and restricted stock																	—
Stock-based compensation											1,185						1,185
Balance at December 28, 2024	20	$	29	40,054	$	401	10,105	$	(250,111)	$	256,900	$	(3,350)	$	645,054	$	648,923

Balance at September 27, 2025	20	$	29	40,125	$	401	10,105	$	(250,111)	$	259,735	$	(3,404)	$	595,035	$	601,685
Net income															11,139		11,139
Other comprehensive income
Pension liability adjustment													8				8
Dividends declared
Preferred															(337)		(337)
Common															(8,405)		(8,405)
Dividend payable															(248)		(248)
Stock options and restricted stock																	—
Stock-based compensation											1,102						1,102
Balance at December 27, 2025	20	$	29	40,125	$	401	10,105	$	(250,111)	$	260,837	$	(3,396)	$	597,184	$	604,944

Balance at March 30, 2024	20	$	29	40,017	$	400	10,105	$	(250,115)	$	254,484	$	(3,451)	$	655,428	$	656,775
Net income															16,093		16,093
Other comprehensive income
Pension liability adjustment													101				101
Dividends declared
Preferred															(1,012)		(1,012)
Common															(25,147)		(25,147)
Dividend payable															(308)		(308)
Stock options and restricted stock				37		1			4		(266)						(261)
Stock-based compensation											2,682						2,682
Balance at December 28, 2024	20	$	29	40,054	$	401	10,105	$	(250,111)	$	256,900	$	(3,350)	$	645,054	$	648,923

Balance at March 29, 2025	20	$	29	40,068	$	401	10,105	$	(250,111)	$	258,804	$	(3,421)	$	615,059	$	620,761
Net Income															8,754		8,754
Other comprehensive income
Pension liability adjustment													25				25
Dividends declared
Preferred															(1,012)		(1,012)
Common															(25,201)		(25,201)
Dividend payable															(416)		(416)
Stock options and restricted stock				57							(267)						(267)
Stock-based compensation											2,300						2,300
Balance at December 27, 2025	20	$	29	40,125	$	401	10,105	$	(250,111)	$	260,837	$	(3,396)	$	597,184	$	604,944

We declared $0.28 dividends per common share or equivalent for each of the three months ended December 27, 2025 and December 28, 2024, and $0.84 per common share or equivalent for each of the nine months ended December 27, 2025 and December 28, 2024.
‎

See accompanying Notes to Consolidated Financial Statements
‎

Monro, Inc. Q3 2026 Form 10-Q

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CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Cash Flows



	Nine Months Ended
(thousands) (unaudited)	December 27, 2025		December 28, 2024
Operating activities
Net income	$	8,754	$	16,093
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		46,152		52,362
Share-based compensation expense		2,300		2,682
Gain on disposal of assets, net		(18,910)		(3,959)
Impairment of long-lived assets		—		1,551
Deferred income tax expense		3,548		5,660
Change in operating assets and liabilities
Accounts receivable		(174)		(369)
Federal and state income taxes receivable		79		(3,485)
Inventory		25,330		(22,202)
Other current assets		1,442		179
Other non-current assets		27,809		30,419
Accounts payable		(21,686)		64,830
Accrued expenses		203		(11,460)
Other long-term liabilities		(26,627)		(29,313)
Cash provided by operating activities		48,220		102,988
Investing activities
Capital expenditures		(21,826)		(20,674)
Deferred proceeds received from divestiture		3,474		8,521
Proceeds from the disposal of assets		25,319		12,265
Cash provided by investing activities		6,967		112
Financing activities
Principal payments on long-term debt, net borrowings		(16,250)		(42,750)
Principal payments on finance leases and financing obligations		(28,097)		(29,838)
Dividends paid		(26,213)		(25,822)
Deferred financing costs		(477)		(670)
Excise tax on repurchase of stock paid		—		(420)
Cash used for financing activities		(71,037)		(99,500)
(Decrease) increase in cash and equivalents		(15,850)		3,600
Cash and equivalents at beginning of period		20,762		6,561
Cash and equivalents at end of period	$	4,912	$	10,161
Supplemental information
Leased assets obtained in exchange for new finance lease liabilities	$	15,757	$	15,314
Leased assets obtained in exchange for new operating lease liabilities	$	24,608	$	16,326

See accompanying Notes to Consolidated Financial Statements.

Monro, Inc. Q3 2026 Form 10-Q

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CONSOLIDATED FINANCIAL STATEMENTS

NOTES

INDEX TO NOTES




Notes to Consolidated Financial Statements (unaudited)
Note 1 Description of Business and Basis of Presentation	8
Note 2 Divestiture	10
Note 3 Earnings per Common Share	10
Note 4 Income Taxes	10
Note 5 Fair Value	11
Note 6 Cash Dividend	11
Note 7 Revenues	11
Note 8 Long-term Debt	12
Note 9 Commitments and Contingencies	13
Note 10 Supplier Finance Program	13
Note 11 Shareholder Governance Matters	14
Note 12 Segment Reporting	15
Note 13 Related Parties and Transactions	15

Monro, Inc. Q3 2026 Form 10-Q

Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS

NOTES

Note 1 – Description of Business and Basis of Presentation

Description of business

Monro, Inc. and its direct and indirect subsidiaries (together, “Monro”, the “Company”, “we”, “us”, or “our”), are engaged principally in providing automotive undercar repair and tire replacement sales and tire related services in the United States. Monro had 1,115 Company-operated retail stores located in 32 states and 47 Car-X franchised locations as of December 27, 2025.

A certain number of our retail locations also service commercial customers. Our locations that serve commercial customers generally operate consistently with our other retail locations, except that the sales mix for these locations includes a higher number of commercial tires.

Monro’s operations are organized and managed as one single segment designed to offer to our customers replacement tires and tire related services, automotive undercar repair services as well as a broad range of routine maintenance services, primarily on passenger cars, light trucks and vans. We also provide other products and services for brakes; mufflers and exhaust systems; and steering, drive train, suspension and wheel alignment.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements. While these statements reflect all adjustments (consisting of items of a normal recurring nature) that are, in the opinion of management, necessary for a fair statement of the results of the interim period, they do not include all of the information and footnotes required by United States generally accepted accounting principles (“GAAP”) for complete financial statement presentation. The consolidated financial statements should be read in conjunction with the financial statement disclosures in our Form 10-K for the fiscal year ended March 29, 2025.

We use the same significant accounting policies in preparing quarterly and annual financial statements. For a description of our significant accounting policies followed in the preparation of the financial statements, see Note 1 of our Form 10-K for the fiscal year ended March 29, 2025.

Due to the seasonal nature of our business, quarterly operating results and cash flows are not necessarily indicative of the results that may be expected for other interim periods or the full year.

Fiscal year

We operate on a 52/53 week fiscal year ending on the last Saturday in March. Fiscal years 2026 and 2025 each cover 52 weeks. Unless specifically indicated otherwise, any references to “2026” or “fiscal 2026” and “2025” or “fiscal 2025” relate to the years ending March 28, 2026 and March 29, 2025, respectively.

Recent accounting pronouncements

In December 2023, the FASB issued new accounting guidance ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires income tax disclosure updates, primarily by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction. This guidance is effective for fiscal years beginning after December 15, 2024. We are required to adopt these disclosures for our annual reporting period ending March 28, 2026, and believe that the adoption will result in additional disclosures with no material impact to our consolidated financial statements.

In November 2024, the FASB issued new accounting guidance, ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and operating, selling, general and administrative expenses. The guidance is effective for annual reporting periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the impact of adopting this guidance.

In September 2025, the FASB issued new accounting guidance, ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes references to prescriptive software development stages and includes an updated framework for capitalizing internal software costs.

Monro, Inc. Q3 2026 Form 10-Q

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CONSOLIDATED FINANCIAL STATEMENTS

NOTES

The guidance is effective for annual reporting periods beginning after December 15, 2027, and for interim periods within that fiscal year. We are currently evaluating the impact of adopting this guidance.

In December 2025, the FASB issued new accounting guidance, ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements, which clarifies the scope and requirements for interim financial statement disclosures. The amendments create a comprehensive list of required interim disclosures and introduce a disclosure principle requiring entities to disclose, in interim periods, any event or change since the previous year-end that has a material effect on the entity. The guidance is effective for annual reporting periods beginning after December 15, 2027, and for interim periods within that fiscal year. We are currently evaluating the impact of adopting this guidance.

Other recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards Codification (“ASC”)) and the SEC did not or are not expected to have a material effect on our consolidated financial statements.

Supplemental information

Property and equipment, net: Property and equipment balances are shown on the Consolidated Balance Sheets net of accumulated depreciation of $400.7 million and $434.3 million as of December 27, 2025 and March 29, 2025, respectively.

Store Closings

On May 23, 2025, following an evaluation of market segmentation and demographic data specific to geographic areas where our stores are located, our Board of Directors approved a plan to close 145 underperforming stores that we identified to have failed to maintain an acceptable level of profitability (the “Store Closure Plan”). These stores were closed during the first quarter of fiscal 2026 and $14.8 million of net store closing costs were recorded during the three months ended June 28, 2025. As of December 27, 2025, the Company had a remaining liability of $4.9 million, representing such costs to be settled in future periods, with $2.7 million and $2.2 million included within Other current liabilities and Other long-term liabilities in our Consolidated Balance Sheets, respectively. We expect these costs to be settled within the next one to five years.

During the three months ended December 27, 2025, the Company sold 20 owned stores and related equipment as part of the Store Closure Plan. We received net proceeds of $14.7 million and recorded a net gain of $7.9 million. Additionally, the Company assigned 17 leases to third parties and early terminated 15 leases. We received net proceeds of $2.6 million and recorded a net gain of $5.6 million, which included the derecognition of lease liabilities. The total net gain of $13.5 million was recorded in operating, selling, general and administrative expenses in our Consolidated Statements of Income and Comprehensive Income for the quarter ended December 27, 2025.

During the nine months ended December 27, 2025, the Company sold 25 owned stores and related equipment as part of the Store Closure Plan. We received net proceeds of $17.4 million and recorded a net gain of $9.1 million. Additionally, the Company assigned 35 leases to third parties and early terminated 22 leases. We received net proceeds of $5.4 million and recorded a net gain of $12.0 million, which included the derecognition of lease liabilities. The total net gain of $21.1 million was recorded in operating, selling, general and administrative expenses in our Consolidated Statements of Income and Comprehensive Income for the nine months ended December 27, 2025.

As a result, net gain on closings included in operating, selling, general and administrative expenses in our Consolidated Statements of Income and Comprehensive Income was $6.3 million for the nine months ended December 27, 2025. Net store closing costs/net gain on closings represent expected costs to be incurred related to the vacating of stores, utilities, real estate taxes, maintenance, other on-going costs related to the properties, and the disposal of inventory and other store assets, net of gains on early lease terminations, lease assignments and sales of owned locations.

We did not incur any material store closing costs in the three and nine months ended December 28, 2024.

Assets held for sale

We classify long-lived assets to be sold as held for sale in the period in which all of the required criteria are met. We initially measure a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held-for-sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale. Upon determining that a long-lived asset meets the criteria to be classified as held for sale, we cease depreciation and report long-lived assets, if material, as Assets held for sale in our Consolidated Balance Sheets.

Monro, Inc. Q3 2026 Form 10-Q

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CONSOLIDATED FINANCIAL STATEMENTS

NOTES

We completed the closure of 145 underperforming stores under the Store Closure Plan during the first quarter of fiscal 2026 and determined that $13.0 million of building, land and certain equipment met the criteria to be classified as held for sale for the quarter ended June 28, 2025. For the three and nine months ended December 27, 2025, approximately $6.9 million and $8.4 million, respectively, of assets held for sale were sold. As of December 27, 2025, $4.6 million of buildings, land and certain equipment remain classified as assets held for sale.

On June 1, 2023, we announced the planned sale of our corporate headquarters at 200 Holleder Parkway in Rochester, New York and our plan to relocate our corporate headquarters to another location in the greater Rochester area and determined that the related assets met the criteria to be classified as held for sale. On July 3, 2024, we completed the sale of our corporate headquarters. We received net proceeds of approximately $9.1 million and recorded a net gain of approximately $2.8 million in our Consolidated Statements of Income and Comprehensive Income in the second quarter of fiscal 2025.

Note 2 – Divestiture

On June 17, 2022, we completed the divestiture of assets relating to our wholesale tire operations (seven locations) and internal tire distribution operations to American Tire Distributors, Inc. (“ATD”). We received $62 million from ATD at the closing of the transaction, of which $5 million was held in escrow and subsequently paid in December 2023. The remaining $40 million (“Earnout”) of the total consideration of $102 million was paid quarterly over the past three years, based on our tire purchases from or through ATD pursuant to a distribution and fulfillment agreement with ATD. All amounts were fully collected as of the first quarter of fiscal 2026.

Under a distribution agreement between us and ATD, ATD agreed to supply and sell tires to retail locations we own. Our company-owned retail stores are required to purchase at least 90 percent of their forecasted requirements for certain passenger car tires, light truck replacement tires, and medium truck tires from or through ATD. Any tires that ATD is unable to supply or fulfill from those categories will be excluded from the calculation of our requirements for tires. The initial term of the distribution agreement will expire January 1, 2030, with automatic 12-month renewal periods thereafter.

Note 3 – Earnings per Common Share

Basic earnings per common share amounts are calculated by dividing income available to common shareholders, after deducting preferred stock dividends, by the weighted average number of shares of common stock outstanding. Diluted earnings per common share amounts are calculated by dividing net income by the weighted average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities.



Earnings per Common Share	Three Months Ended				Nine Months Ended
(thousands, except per share data)	December 27, 2025		December 28, 2024		December 27, 2025		December 28, 2024
Numerator for earnings per common share calculation:
Net income	$	11,139	$	4,583	$	8,754	$	16,093
Less: Preferred stock dividends		(337)		(337)		(1,012)		(1,012)
Income available to common shareholders	$	10,802	$	4,246	$	7,742	$	15,081
Denominator for earnings per common share calculation:
Weighted average common shares - basic		30,020		29,949		29,995		29,933
Effect of dilutive securities ^(a):
Preferred stock		1,205		1,205		1,205		1,205
Restricted stock		178		119		68		83
Weighted average common shares - diluted		31,403		31,273		31,268		31,221

Basic earnings per common share	$	0.36	$	0.15	$	0.26	$	0.52
Diluted earnings per common share	$	0.35	$	0.15	$	0.26	$	0.52

(a)The effect of preferred stock had an anti-dilutive effect upon the calculation of net income available to the Company’s common shareholders per share during the nine months ended December 27, 2025. Accordingly, the impact of such conversions has not been included in the determination of diluted earnings per share calculations for the nine months ended December 27, 2025.

Note 4 – Income Taxes

For the three months and nine months ended December 27, 2025, our effective income tax rate was 23.6 percent and 28.9 percent, respectively, compared to 21.2 percent and 27.5 percent for the three months and nine months ended December 28, 2024, respectively.

Monro, Inc. Q3 2026 Form 10-Q

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CONSOLIDATED FINANCIAL STATEMENTS

NOTES

The difference from the statutory rate is primarily due to state taxes and the discrete tax impact related to share-based awards and other adjustments, none of which are individually significant.

On July 4, 2025, the “H.R.1: One Big Beautiful Bill Act” (OBBBA) became law. The OBBBA contains a broad range of tax reform provisions with various effective dates affecting business taxpayers. The legislation did not have a material impact on our effective tax rate for the three and nine months ended December 27, 2025, and we do not expect it to have a material impact on our consolidated financial statements for the year ending March 28, 2026.

Note 5 – Fair Value

Long-term debt had a carrying amount that approximates a fair value of $45.0 million as of December 27, 2025, as compared to a carrying amount and a fair value of $61.3 million as of March 29, 2025. The carrying value of our debt approximated its fair value due to the variable interest nature of the debt.

Note 6 – Cash Dividend

We declared dividends of $0.28 per share totaling $8.7 million for each of the three months ended December 27, 2025 and December 28, 2024, and $0.84 per share totaling $26.2 million for each of the nine months ended December 27, 2025 and December 28, 2024, respectively. The declaration of future dividends will be at the discretion of the Board of Directors and will depend on our financial condition, results of operations, capital requirements, compliance with charter and contractual restrictions, and such other factors as the Board of Directors deems relevant. Our Credit Facility contains covenants that may limit, subject to certain exemptions, our ability to declare dividends and other distributions. For additional information regarding our Credit Facility, see Note 8.

Note 7 – Revenues

Automotive undercar repair, tire replacement sales and tire related services represent the vast majority of our revenues. We also earn revenue from the sale of tire road hazard warranty agreements, commissions earned from the delivery of tires on behalf of certain tire vendors, as well as franchise royalties.

Revenue from automotive undercar repair, tire replacement sales and tire related services is recognized at the time the customers take possession of their vehicle or merchandise. For sales to certain customers that are financed through the offering of credit on account, payment terms are established for customers based on our pre-established credit requirements. Payment terms may vary depending on the customer and generally are 30 days. Based on the nature of receivables, no significant financing components exist. Sales are recorded net of discounts, sales incentives and rebates, sales taxes and estimated returns and allowances. We estimate the reduction to sales and cost of sales for returns based on current sales levels and our historical return experience. Such amounts are immaterial to our consolidated financial statements.



Revenues	Three Months Ended				Nine Months Ended
(thousands)	December 27, 2025		December 28, 2024		December 27, 2025		December 28, 2024
Tires ^(a)	$	150,172	$	151,426	$	423,719	$	428,353
Maintenance		73,469		80,070		235,398		246,205
Brakes		35,111		37,628		119,903		119,508
Steering		24,886		25,639		76,703		75,479
Batteries		6,155		6,986		14,988		17,073
Exhaust		3,217		3,680		11,461		12,580
Franchise royalties		377		340		1,165		1,144
Total	$	293,387	$	305,769	$	883,337	$	900,342

(a) Includes the sale of tire road hazard warranty agreements and tire delivery commissions.

Monro, Inc. Q3 2026 Form 10-Q

Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS

NOTES

Revenue from the sale of tire road hazard warranty agreements is initially deferred and is recognized over the contract period as costs are expected to be incurred in performing such services, typically 21 to 36 months. The deferred revenue balances at December 27, 2025 and March 29, 2025 were $19.5 million and $21.0 million, respectively, of which $13.7 million and $14.7 million, respectively, are reported in Deferred revenue and $5.8 million and $6.3 million, respectively, are reported in Other long-term liabilities in our Consolidated Balance Sheets.

\

Changes in Deferred Revenue
(thousands)
Balance at March 29, 2025	$	21,048
Deferral of revenue		14,031
Recognition of revenue		(15,590)
Balance at December 27, 2025	$	19,489

As of December 27, 2025, we expect to recognize $4.5 million of deferred revenue related to road hazard warranty agreements in the remainder of fiscal 2026, $11.0 million of deferred revenue during our fiscal year ending March 27, 2027, and $4.0 million of deferred revenue thereafter.

Under various arrangements, we receive from certain tire vendors a delivery commission and reimbursement for the cost of the tire that we may deliver to customers on behalf of the tire vendor. The commission we earn from these transactions is as an agent and the net amount retained is recorded as sales.

Note 8 – Long-term Debt

Credit Facility

In April 2019, we entered into a five-year $600 million revolving credit facility agreement with eight banks (the “Credit Facility”) that includes an accordion feature permitting us to request an increase in availability of up to an additional $250 million. In November 2022, we entered into a Third Amendment to the Credit Facility (the “Third Amendment”). The Third Amendment, among other things, extended the term of the Credit Facility to November 10, 2027, and amended certain of the financial terms in the Credit Facility. The Third Amendment amended the interest rate charged on borrowings to be based on 0.10 percent over the Secured Overnight Financing Rate (“SOFR”), replacing the previously used LIBOR. In addition, one additional bank was added to the bank syndicate for a total of nine banks now within the syndicate. Under the Third Amendment, we were required to maintain an interest coverage ratio, as defined in the Credit Facility, of at least 1.55 to 1. In addition, our ratio of adjusted debt to EBITDAR, as defined in the Credit Facility, cannot exceed 4.75 to 1, subject to certain exceptions under the Credit Facility. These terms are modified during the “Extended Covenant Relief Period,” described below.

On May 23, 2024, we entered into a Fourth Amendment to the Credit Facility (the “Fourth Amendment”). Among other changes, the Fourth Amendment modified the definition of “EBITDAR” to permit add-backs relating to expenses, and restrict add-backs related to gains, associated with store closures of (a) all non-cash items and (b) cash items up to 20% of EBITDA from the first quarter of fiscal 2025 through the fourth quarter of fiscal 2026 and up to 15% of EBITDA from the first quarter of fiscal 2027 and thereafter.

See Note 6 of our Form 10-K for the fiscal year ended March 29, 2025 for additional information.

On May 23, 2025, we entered into an amendment (the “Fifth Amendment”) to our Credit Facility. The Fifth Amendment amends the terms of certain of the financial and restrictive covenants in the Credit Facility to provide us with additional flexibility to operate our business from the first quarter of fiscal 2026 through the first quarter of fiscal 2027 (the “Extended Covenant Relief Period”). We may voluntarily exit the Extended Covenant Relief Period at any time, which would revert the terms of the Credit Facility to the terms existing before the Fourth Amendment, with the exception of the modified definition of “EBITDAR,” described below.

During the Extended Covenant Relief Period, the minimum interest coverage ratio is reduced from 1.55x to 1.00x to: (a) 1.15x to 1.00x from the first quarter of fiscal 2026 through the third quarter of fiscal 2026; (b) 1.25x to 1.00x from the fourth quarter of fiscal 2026 through the first quarter of fiscal 2027; and (c) 1.55x to 1.00x for the second quarter of fiscal 2027 and thereafter. During the Extended Covenant Relief Period, the maximum ratio of adjusted debt to EBITDAR remains at 4.75x to 1.00x, except that, if we completed a qualified acquisition during the Extended Covenant Relief Period, the maximum ratio would increase to 5.00x to 1.00x for a certain 12-month period after the qualified acquisition. In addition to the Fourth Amendment modifications, the Fifth Amendment further modifies the definition of “EBITDAR” to permit add-backs relating to non-cash impairment and other expenses, with the restriction for add-backs of certain cash expense items up to 20% of EBITDA from the first quarter of fiscal 2026 through the fourth quarter of fiscal 2026 and up to 15% of EBITDA from the first quarter of fiscal 2027 and thereafter.

Monro, Inc. Q3 2026 Form 10-Q

Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS

NOTES

During the Extended Covenant Relief Period, the interest rate spread charged on borrowings is 225 basis points.

During the Extended Covenant Relief Period, the restrictions on our ability to declare dividends were modified to reduce the cushion inside the threshold required for us to be able to declare dividends without restriction from 0.50x to 0.25x. In addition, during the Extended Covenant Relief Period, we must have minimum liquidity of at least $300 million to declare dividends. We are prohibited from repurchasing our securities during the Extended Covenant Relief Period if there are outstanding amounts under the Credit Facility immediately before or after giving effect to the repurchase. During the Extended Covenant Relief Period, we may acquire stores or other businesses as long as we have minimum liquidity of at least $300 million after completing the acquisition.

In addition, the Fifth Amendment permanently reduces the Credit Facility from $600 million to $500 million.

Except as amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment and Fifth Amendment, the remaining terms of the Credit Facility remain in full force and effect.

We were in compliance with all debt covenants at December 27, 2025.

Within the Credit Facility, we have a sub-facility of $80 million available for the purpose of issuing standby letters of credit. The sub-facility requires fees aggregating 87.5 to 212.5 basis points annually of the face amount of each standby letter of credit, payable quarterly in arrears. There was a $30.1 million outstanding letter of credit at December 27, 2025 and at March 29, 2025.

There was $45.0 million outstanding and $424.9 million available under the Credit Facility as of December 27, 2025, subject to compliance with our covenants, as compared to $61.3 million outstanding and $508.7 million available as of March 29, 2025. The carrying value of our debt approximated its fair value due to the variable interest nature of the debt.

Note 9 – Commitments and Contingencies

Commitments



Commitments Due by Period				Within		Within 2 to		Within 4 to		After
(thousands)		Total		1 Year		3 Years		5 Years		5 Years
Principal payments on long-term debt	$	45,000		—	$	45,000		—		—
Finance lease commitments/financing obligations ^(a)		291,820	$	46,709		84,508	$	61,737	$	98,866
Operating lease commitments ^(a)		235,647		47,461		78,385		49,159		60,642
Total	$	572,467	$	94,170	$	207,893	$	110,896	$	159,508

(a)Finance and operating lease commitments represent future undiscounted lease payments and include $48.8 million and $29.5 million, respectively, related to options to extend lease terms that are reasonably certain of being exercised.

Contingencies

We are currently a party to various claims and legal proceedings incidental to the conduct of our business. If management believes that a loss arising from any of these matters is probable and can reasonably be estimated, we will record the amount of the loss, or the minimum estimated liability when the loss is estimated using a range, and no point within the range is more probable than another.

As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Litigation is subject to inherent uncertainties, and unfavorable rulings could occur and may include monetary damages. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which any such ruling occurs, or in future periods.

Note 10 – Supplier Finance Program

We facilitate a voluntary supply chain financing program to provide our suppliers with the opportunity to sell receivables due from us (our accounts payable) to a participating financial institution subject to the independent discretion of both the supplier and the participating financial institution. Should a supplier choose to participate in the program, it may receive payment from the financial institution in advance of agreed payment terms; our responsibility is limited to making payments to the respective financial institution on the terms originally negotiated with our supplier, which are generally for a term of up to 360 days.

Monro, Inc. Q3 2026 Form 10-Q

Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS

NOTES

Our outstanding supplier obligations eligible for advance payment under the program totaled $229.8 million, $245.5 million, and $247.9 million as of December 27, 2025, March 29, 2025, and December 28, 2024, respectively, and are included within Accounts Payable on our Consolidated Balance Sheets. Our outstanding supplier obligations do not represent actual receivables sold by our suppliers to the financial institutions, which may be lower.

Note 11 – Shareholder Governance Matters

Rights Plan

On November 9, 2025, the Board of Directors approved the adoption of a limited-duration shareholder rights plan (the “Rights Plan”), intended to protect the best interests of all Company shareholders. Pursuant to the Rights Plan, the Company issued one right for each common share outstanding as of the close of business on November 24, 2025. The rights will initially trade with the Company’s common stock and will generally become exercisable only if an entity, person or group acquires beneficial ownership of 17.5% or more of the Company’s outstanding shares (the “triggering percentage”). If the rights become exercisable, all holders of rights (other than the entity, person or group that acquired the triggering percentage) will be entitled to purchase one one-thousandth of a share of preferred stock, par value $0.01 per share, of the Company at a purchase price of $90.00, or the Company’s Board of Directors may exchange one share of the Company’s common stock for each outstanding right (other than rights owned by such entity, person or group, that acquired the triggering percentage, which would have become void). Under the Rights Plan, any person that owns more than the triggering percentage as of the adoption of the Rights Plan may continue to own its shares of common stock but may not acquire any additional shares without triggering the Rights Plan. The Rights Plan has a one-year duration, expiring on November 6, 2026. The Board of Directors may consider an earlier termination of the Rights Plan as circumstances warrant.

Equity Capital Structure Reclassification

On May 12, 2023, we entered into a reclassification agreement (the “Reclassification Agreement”) with the holders (the “Class C Holders”) of our Class C Convertible Preferred Stock (the “Class C Preferred Stock”) to reclassify our equity capital structure to eliminate the Class C Preferred Stock.

Under the Reclassification Agreement, after receiving shareholder approval on August 15, 2023, we filed amendments to our certificate of incorporation (the “Certificate of Incorporation”) to create a mandatory conversion of any outstanding shares of Class C Preferred Stock prior to an agreed sunset date of the earliest of (i) August 15, 2026; (ii) the first business day immediately prior to the record date established for the determination of the shareholders of the Company entitled to vote at the Company’s 2026 annual meeting of shareholders; and (iii) the date on which the Class C Holders, in the aggregate, cease to beneficially own at least 50% of all shares of the Class C Preferred Stock issued and outstanding as of May 12, 2023. In exchange for this sunset of the Class C Preferred Stock, the conversion rate of Class C Preferred Stock was adjusted so that each share of Class C Preferred Stock will convert into 61.275 shares of common stock (the “adjusted conversion rate”), an increase from the prior conversion rate of 23.389 shares of common stock for each share of Class C Preferred Stock under the Certificate of Incorporation.

At the end of the sunset period, all shares of Class C Preferred Stock remaining outstanding will be automatically converted into shares of common stock at the adjusted conversion rate. In addition, the liquidation preference for the Class C Preferred Stock was amended to provide that, upon a liquidation event, each holder of Class C Preferred Stock would be entitled to receive, for each share of Class C Preferred Stock held by the holder upon a liquidation, dissolution, or winding up of the affairs of the Company, an amount equal to the greater of $1.50 per share and the amount the holder would have received had each share of Class C Preferred Stock been converted to shares of common stock immediately prior to the liquidation, dissolution, or winding up. There was no Class C Preferred Stock converted during the nine months ended December 27, 2025 or fiscal 2025. The Reclassification Agreement also provides that, during the sunset period, the Class C Holders will have the right to appoint one member of the Board of Directors. This designee is expected to be Peter J. Solomon, who is one of the Company’s current directors and one of the Class C Holders.

We have determined the amendments to the Class C Preferred Stock, because of the Reclassification Agreement, should be accounted for as a modification.

Monro, Inc. Q3 2026 Form 10-Q

Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS

NOTES

Note 12 – Segment Reporting

The Company has a single reportable operating segment “Monro, Inc.” The accounting policies of the operating segment are the same as those described in Note 1 of our Form 10-K. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer, who regularly reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance for the Company’s single reportable segment. The CODM primarily focuses on consolidated net income to evaluate its reportable segment. The CODM also uses consolidated net income for evaluating pricing strategy and to assess the performance for determining the compensation of certain employees. All segment expenses reviewed, which represent the difference between segment revenue and segment net income, consisted of the following:



Segment Reporting	Three Months Ended				Nine Months Ended
(thousands)		December 27, 2025		December 28, 2024		December 27, 2025		December 28, 2024
Sales	$	293,387	$	305,769	$	883,337	$	900,342
Less:
Cost of sales, including occupancy costs		177,828		186,605		531,820		536,127
Operating, selling, general and administrative expenses		81,703		92,077		280,120		275,441
Depreciation and amortization expense		15,286		17,124		46,152		52,362
Interest expense, net		4,045		4,246		13,179		14,526
Other segment items ^(a)		(54)		(101)		(250)		(303)
Provision for income taxes		3,440		1,235		3,562		6,096
Net income	$	11,139	$	4,583	$	8,754	$	16,093

(a)Other segment items consist of other income, net, included in the accompanying Consolidated Statements of Income and Comprehensive Income.

As of December 27, 2025, March 29, 2025 and December 28, 2024, assets held in the U.S. accounted for 100% of total assets.

There were no major customers individually accounting for 10% or more of consolidated net revenues.

Note 13 – Related Parties and Transactions

The Board of Directors of the Company appointed Peter D. Fitzsimmons to serve as the President and Chief Executive Officer as of March 28, 2025. At this time, Mr. Fitzsimmons was serving as a partner and managing director of AlixPartners, LLP (“AlixPartners”). In connection with Mr. Fitzsimmons’ appointment, the Company entered into a consulting agreement with AP Services, LLC (“APS”), an affiliate of AlixPartners, pursuant to which APS provided for Mr. Fitzsimmons to serve as the Company’s Chief Executive Officer and for the additional resources of APS personnel as required. On December 2, 2025, the Company entered into an employment agreement with Peter Fitzsimmons, whereby he will continue to serve as the President and Chief Executive Officer and appointed him as a member of the Board of Directors at which time Mr. Fitzsimmons ceased serving as partner and managing director of AlixPartners and the consulting agreement with APS was terminated.

On March 28, 2025, the Company also entered into a consulting agreement with AlixPartners pursuant to which AlixPartners assessed the Company’s operations to develop a plan to improve the Company’s financial performance.

On May 30, 2025, the Company entered into Addendum 1 of its consulting agreement with AlixPartners, pursuant to which AlixPartners provided services to implement the plan developed from its detailed assessment of the Company (the “Operational Improvement Plan”) through July 31, 2025. Such services included the previously disclosed Store Closure Plan, improving customer experience and the Company’s selling effectiveness, driving profitable customer acquisition and activation, and increasing merchandising productivity, including mitigating tariff risk.

On August 18, 2025, the Company entered into Amendment 1 to Addendum 1 of its consulting agreement with AlixPartners, effective as of July 31, 2025, pursuant to which AlixPartners continued to provide services to implement the next phase of the Operational Improvement Plan through November 1, 2025. Such services included store operations and selling effectiveness, marketing and pricing, merchandising and inventory management, customer segmentation and insights.

On November 10, 2025, the Company entered into Amendment 2 to Addendum 1 of its consulting agreement with AlixPartners, effective as of November 2, 2025, pursuant to which AlixPartners continued to provide services to implement the next phase of the Operational Improvement Plan through December 27, 2025. Such services included embedded capabilities and transitioning tools and supporting revenue acceleration effort.

Monro, Inc. Q3 2026 Form 10-Q

Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS

NOTES

The Company incurred total expenses related to AlixPartners and APS of $5.2 million and $19.6 million in operating, selling, general and administrative expenses in our Consolidated Statements of Income and Comprehensive Income during the three and nine months ended December 27, 2025, respectively, of which $3.5 million is within Other current liabilities in our Consolidated Balance Sheets at December 27, 2025.

Monro, Inc. Q3 2026 Form 10-Q

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Recent Developments

On November 9, 2025, the Board of Directors approved the adoption of a limited-duration shareholder rights plan (the “Rights Plan”), intended to protect the best interests of all Company shareholders and enable them to realize the full potential value of their investment in the Company. The Rights Plan is designed to reduce the likelihood that any entity, person or group would gain control of the Company through the open-market or other accumulation of the Company’s shares without appropriately compensating all shareholders for control. The Rights Plan is not intended to prevent or interfere with any attempt to purchase the entire Company. It is also not intended to prevent or interfere with any action with respect to the Company that the Board determines to be in the best interests of the Company and its shareholders. Instead, it will position the Board to fulfill its fiduciary duties on behalf of all shareholders by ensuring that the Board has sufficient time to make informed judgments about any attempts to control or significantly influence the Company. The Rights Plan will encourage anyone seeking to gain a significant interest in the Company to negotiate directly with the Board prior to attempting to control or significantly influence the Company. Pursuant to the Rights Plan, the Company issued one right for each common share outstanding as of the close of business on November 24, 2025. The rights will initially trade with the Company’s common stock and will generally become exercisable only if an entity, person or group acquires beneficial ownership of 17.5% or more of the Company’s outstanding shares (the “triggering percentage”). Under the Rights Plan, any person that owns more than the triggering percentage as of the adoption of the Rights Plan may continue to own its shares of common stock but may not acquire any additional shares without triggering the Rights Plan. The Rights Plan has a one-year duration, expiring on November 6, 2026. The Board of Directors may consider an earlier termination of the Rights Plan as circumstances warrant. See additional discussion related to the Rights Plan in Note 11 to our consolidated financial statements.

On May 23, 2025, following an evaluation of market segmentation and demographic data specific to geographic areas where our stores are located, our Board of Directors approved a plan to close 145 underperforming stores that we identified to have failed to maintain an acceptable level of profitability (the “Store Closure Plan”). These stores were closed during the first quarter of fiscal 2026 and $14.8 million of net store closing costs were recorded during the quarter ended June 28, 2025. During the nine months ended December 27, 2025, the Company sold 25 owned stores and related equipment. We received net proceeds of $17.4 million and recorded a net gain of $9.1 million. Additionally, the Company assigned 35 leases to third parties and early terminated 22 leases. We received net proceeds of $5.4 million and recorded a net gain of $12.0 million, which included the derecognition of lease liabilities. The total net gain of $21.1 million was recorded in operating, selling, general and administrative expenses in our Consolidated Statements of Income and Comprehensive Income for the nine months ended December 27, 2025.

On December 2, 2025, the Company entered into an employment agreement with Peter Fitzsimmons whereby he will continue to serve as the President and Chief Executive Officer and appointed him as a member of the Board of Directors. Prior to December 2, 2025, Mr. Fitzsimmons served as the President and Chief Executive Officer, pursuant to an engagement letter between the Company and AP Services, LLC, an affiliate of AlixPartners, LLP (“AlixPartners”). Following Mr. Fitzsimmons’ departure from AlixPartners, on December 23, 2025 the Company and AlixPartners entered into a master service agreement pursuant to which AlixPartners will be able to serve promptly in consulting roles as needed at its standard engagement rates to support the development and implementation of the Company’s long-term growth strategy to improve the Company’s financial performance. See additional discussion in Note 13 to our consolidated financial statements.

Financial Summary

Third quarter 2026 included the following notable items:

Diluted earnings per common share (“EPS”) was $0.35.

Adjusted diluted EPS, a non-GAAP measure, was $0.16.

Sales decreased 4.0 percent, due to closed stores partially offset by higher comparable store sales.

Comparable store sales increased 1.2 percent from the prior year period.

Operating income was $18.6 million.

Adjusted operating income, a non-GAAP measure, was $10.3 million.

Monro, Inc. Q3 2026 Form 10-Q

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

Net income was $11.1 million.

Adjusted net income, a non-GAAP measure, was $5.0 million.


Earnings Per Common Share	Three Months Ended						Nine Months Ended
	December 27, 2025		December 28, 2024		Change		December 27, 2025		December 28, 2024		Change
Diluted EPS	$	0.35	$	0.15	133.3	%	$	0.26	$	0.52	(50.0)	%
Adjustments		(0.19)		0.04				0.32		0.05
Adjusted diluted EPS	$	0.16	$	0.19	(15.8)	%	$	0.58	$	0.57	1.8	%

Adjusted operating income, adjusted net income and adjusted diluted EPS, each of which is a measure not derived in accordance with GAAP, exclude the impact of certain items. Management believes that adjusted operating income, adjusted net income and adjusted diluted EPS are useful in providing period-to-period comparisons of the results of our operations by excluding certain items that are not part of our core operations, such as consulting costs related to the Company’s Operational Improvement Plan, transition costs related to back-office optimization, costs related to shareholder matters, store impairment charges, write-off of debt issuance costs, litigation reserve costs, store closing costs, net of gains on sales of closed stores, lease assignments and early lease terminations, and gain on sale of corporate headquarters net of closing and relocation costs. Reconciliations of these non-GAAP financial measures to GAAP measures are provided beginning on page 20 under “Non-GAAP Financial Measures.”

We define comparable store sales as sales for locations that have been opened or owned at least one full fiscal year. We believe this period is generally required for new store sales levels to begin to normalize. Management uses comparable store sales to assess the operating performance of the Company’s stores and believes the metric is useful to investors because our overall results are dependent upon the results of our stores. Comparable sales measures vary across the retail industry. Therefore, our comparable store sales calculation is not necessarily comparable to similarly titled measures reported by other companies.

Analysis of Results of Operations



Summary of Operating Income	Three Months Ended						Nine Months Ended
(thousands)	December 27, 2025		December 28, 2024		Change		December 27, 2025		December 28, 2024		Change
Sales	$	293,387	$	305,769	(4.0)	%	$	883,337	$	900,342	(1.9)	%
Cost of sales, including occupancy costs		191,020		200,966	(4.9)			570,950		579,976	(1.6)
Gross profit		102,367		104,803	(2.3)			312,387		320,366	(2.5)
Operating, selling, general and administrative expenses		83,797		94,840	(11.6)			287,142		283,954	1.1
Operating income	$	18,570	$	9,963	86.4	%	$	25,245	$	36,412	(30.7)	%

Sales

Sales include automotive undercar repair, tire replacement and tire related service sales, net of discounts, returns, and revenue from the sale of warranty agreements and commissions earned from the delivery of tires. See Note 7 to our consolidated financial statements for further information. We use comparable store sales to evaluate the performance of our existing stores by measuring the change in sales for a period over the comparable, prior-year period. There were 89 selling days in each of the three months ended December 27, 2025 and December 28, 2024, and 270 selling days in each of the nine months ended December 27, 2025 and December 28, 2024.

Sales growth – from both comparable store sales and new stores – represents an important driver of our long-term profitability. We expect that comparable store sales growth will significantly impact our total sales growth. We believe that our ability to successfully differentiate our customers’, often referred to as “guests”, experience through a careful combination of merchandise assortment, price strategy, convenience, and other factors will, over the long-term, drive both increasing guest traffic and the average ticket amount spent.



Sales	Three Months Ended					Nine Months Ended
(thousands)	December 27, 2025			December 28, 2024		December 27, 2025			December 28, 2024
Sales	$	293,387		$	305,769	$	883,337		$	900,342
Dollar change compared to prior year	$	(12,382)				$	(17,005)
Percentage change compared to prior year		(4.0)	%				(1.9)	%

The sales decrease was due to closed stores partially offset by an increase in comparable store sales. The following table shows the primary drivers of the change in sales for the three months and nine months ended December 27, 2025, as compared to the same periods ended December 28, 2024.

Monro, Inc. Q3 2026 Form 10-Q

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS



Sales Percentage Change	Three Months Ended			Nine Months Ended
		December 27, 2025			December 27, 2025
Sales change		(4.0)	%		(1.9)	%
Primary drivers of change in sales
Closed store sales		(5.2)	%		(4.5)	%
Comparable store sales		1.2	%		2.6	%

During the three months ended December 27, 2025, comparable store sales increased in our front end/shocks category and our tires category. During the nine months ended December 27, 2025, comparable store sales increased in our front end/shocks, tires, brakes and maintenance service categories, each of which experienced declines during the nine months ended December 28, 2024. The following table shows the primary drivers of the comparable store product category sales change for the three months and nine months ended December 27, 2025, as compared to the same periods ended December 28, 2024.


Comparable Store Product Category Sales Change (a)	Three Months Ended				Nine Months Ended
	December 27, 2025		December 28, 2024		December 27, 2025		December 28, 2024
Front end/shocks	7	%	6	%	17	%	(5)	%
Tires	5	%	(1)	%	3	%	(4)	%
Brakes	(1)	%	(6)	%	5	%	(10)	%
Maintenance service	(2)	%	(2)	%	1	%	(6)	%
Alignment	(13)	%	13	%	(7)	%	1	%
Batteries	(16)	%	30	%	(12)	%	16	%

(a)The comparable store product category sales change for the three and nine months ended December 28, 2024, are adjusted for selling days.



Sales by Product Category	Three Months Ended				Nine Months Ended
	December 27, 2025		December 28, 2024		December 27, 2025		December 28, 2024
Tires	51	%	50	%	48	%	49	%
Maintenance service	26		26		27		27
Brakes	12		12		13		13
Steering ^(a)	8		8		9		8
Batteries	2		3		2		2
Other	1		1		1		1
Total	100	%	100	%	100	%	100	%

(a)Steering product category includes front end/shocks and alignment product category sales.



Change in Number of Company-Operated Retail Stores	Three Months Ended		Nine Months Ended
	December 27, 2025	December 28, 2024	December 27, 2025	December 28, 2024
Beginning store count	1,116	1,272	1,260	1,288
Opened ^(a)	—	—	1	—
Closed^(b)	(1)	(9)	(146)	(25)
Ending store count	1,115	1,263	1,115	1,263

(a)We reopened a store that was temporarily closed in a prior year during the nine months ended December 27, 2025.

(b)Includes 145 stores closed in the first quarter of fiscal 2026 as a result of the Store Closure Plan.

Cost of Sales and Gross Profit

\
Gross Profit	Three Months Ended						Nine Months Ended
(thousands)	December 27, 2025			December 28, 2024			December 27, 2025			December 28, 2024
Gross profit	$	102,367		$	104,803		$	312,387		$	320,366
Percentage of sales		34.9	%		34.3	%		35.4	%		35.6	%
Dollar change compared to prior year	$	(2,436)					$	(7,979)
Percentage change compared to prior year		(2.3)	%					(2.5)	%

Gross profit, as a percentage of sales, increased 60 basis points (“bps”) for the three months ended December 27, 2025, as compared to the prior year comparable period. Material costs decreased, as a percentage of sales, due primarily to better material margin in our service categories. Occupancy costs decreased, as a percentage of sales, as we gained leverage on these largely fixed costs with higher comparable store sales and benefit from store closures. Partially offsetting this was an increase in technician labor costs, as a percentage of sales, due primarily to wage inflation. Gross profit, as a percentage of sales, decreased 20 basis points for the nine months ended December 27, 2025, as compared to the prior year comparable period. The decrease in gross profit, as a percentage of sales, was primarily due to increased technician labor, due primarily to wage inflation, partially offset by decreased occupancy costs and decreased material costs, due primarily to better material margin in our service categories.

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MANAGEMENT’S DISCUSSION AND ANALYSIS



Gross Profit as a Percentage of Sales Change	Three Months Ended			Nine Months Ended
		December 27, 2025			December 27, 2025
Gross profit change		60	bps		(20)	bps
Primary drivers of change in gross profit as a percentage of sales
Material costs		80	bps		10	bps
Occupancy costs		30	bps		70	bps
Technician labor costs		(50)	bps		(100)	bps

OSG&A Expenses



OSG&A Expenses	Three Months Ended						Nine Months Ended
(thousands)	December 27, 2025			December 28, 2024			December 27, 2025			December 28, 2024
OSG&A Expenses	$	83,797		$	94,840		$	287,142		$	283,954
Percentage of sales		28.6	%		31.0	%		32.5	%		31.5	%
Dollar change compared to prior year	$	(11,043)					$	3,188
Percentage change compared to prior year		(11.6)	%					1.1	%

The decrease of $11.0 million in operating, selling, general and administrative (“OSG&A”) expenses for the three months ended December 27, 2025, from the comparable prior year period is primarily due to a decrease in store closing costs, net of gains on sales of closed stores, lease assignments and early lease terminations and a decrease in costs from closed stores, partially offset by increased store advertising costs and consulting costs related to our Operational Improvement Plan. The following table shows the impact of these costs on the change in OSG&A expenses for the three months and nine months ended December 27, 2025, as compared to the same periods ended December 28, 2024.


OSG&A Expenses Change	Nine Months Ended
(thousands)	December 27, 2025		December 28, 2024
OSG&A expenses change	$	(11,043)	$	3,188
Drivers of change in OSG&A expenses
Decrease in store closing costs, net of gains on sales of closed stores, lease assignments and early lease terminations	$	(13,962)	$	(7,419)
Decrease from closed stores	$	(7,314)	$	(18,210)
Decrease in litigation reserve	$	(650)	$	(650)
(Decrease) increase from gain on sale of corporate headquarters, net of closing and relocation costs	$	(73)	$	2,566
(Decrease) increase in comparable stores	$	(12)	$	4,494
Decrease from transition costs related to back-office optimization	$	(9)	$	(61)
Decrease in store impairment charges	$	—	$	(1,551)
Increase from costs related to shareholder matters	$	97	$	97
Increase in consulting costs related to Operational Improvement Plan	$	4,652	$	17,638
Increase from store advertising costs	$	6,228	$	6,284

Other Performance Factors

Net Interest Expense

Net interest expense of $4.0 million for the three months ended December 27, 2025 decreased $0.2 million as compared to the prior year period, and remained as a percentage of sales at 1.4 percent. Weighted average debt outstanding for the three months ended December 27, 2025 decreased by approximately $25.5 million as compared to the three months ended December 28, 2024. This decrease is primarily related to lower finance lease debt related to our stores. The weighted average interest rate increased approximately 30 basis points as compared to the same period of the prior year.

Net interest expense of $13.2 million for the nine months ended December 27, 2025 decreased $1.3 million compared to the prior year period, and decreased as a percentage of sales from 1.6 percent to 1.5 percent. Weighted average debt outstanding for the nine months ended December 27, 2025 decreased by approximately $45.1 million as compared to the prior year period due primarily to lower finance lease debt related to our stores as well as lower debt outstanding under the Credit Facility. The weighted average interest rate increased approximately 10 basis points as compared to the same period of the prior year.

Provision for Income Taxes

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MANAGEMENT’S DISCUSSION AND ANALYSIS

The year-over-year difference in the effective rate is primarily related to the impact of an income tax benefit in the prior year period from the settlement of certain state income tax returns and the impact from other discrete tax adjustments, none of which are individually significant.

Non-GAAP Financial Measures

In addition to reporting operating income, net income and diluted EPS, which are GAAP measures, this Form 10-Q includes adjusted operating income, adjusted net income and adjusted diluted EPS, which are non-GAAP financial measures. We have included reconciliations to adjusted operating income, adjusted net income and adjusted diluted EPS from our most directly comparable GAAP measures, operating income, net income, and diluted EPS, below. Management views these non-GAAP financial measures as indicators to better assess comparability between periods because management believes these non-GAAP financial measures reflect our core business operations while excluding certain items that are not part of our core operations, such as consulting costs related to the Company’s Operational Improvement Plan, transition costs related to back-office optimization, costs related to shareholder matters, store impairment charges, write-off of debt issuance costs, litigation reserve costs, store closing costs, net of gains on sales of closed stores, lease assignments and early lease terminations, and gain on sale of corporate headquarters net of closing and relocation costs.

These non-GAAP financial measures are not intended to represent, and should not be considered more meaningful than, or as an alternative to, their most directly comparable GAAP measures. These non-GAAP financial measures may be different from similarly titled non-GAAP financial measures used by other companies.

Adjusted operating income is summarized as follows:


Reconciliation of Adjusted Operating Income	Three Months Ended				Nine Months Ended
(thousands)	December 27, 2025		December 28, 2024		December 27, 2025		December 28, 2024
Operating income	$	18,570	$	9,963	$	25,245	$	36,412
Consulting costs related to the Operational Improvement Plan		4,652		—		17,638		—
Transition costs related to back-office optimization		518		527		1,616		1,677
Costs related to shareholder matters		97		—		97		—
Store impairment charges		—		—		—		1,551
Litigation reserve		—		650		—		650
Net gain on sale of corporate headquarters ^(a)		—		73		—		(2,566)
Store closing costs, net ^(b)		(13,525)		437		(6,270)		1,149
Adjusted operating income	$	10,312	$	11,650	$	38,326	$	38,873

(a) Amounts in fiscal 2025 include the gain on sale of the corporate headquarters building net of associated closing and relocation costs.

(b) Amounts in fiscal 2026 include the gain on the sale of closed stores, lease assignments and early lease terminations net of closing costs and asset write-offs related to the closure of 145 underperforming stores, in accordance with the Store Closure Plan.

Adjusted net income is summarized as follows:


Reconciliation of Adjusted Net Income	Three Months Ended				Nine Months Ended
(thousands)	December 27, 2025		December 28, 2024		December 27, 2025		December 28, 2024
Net income	$	11,139	$	4,583	$	8,754	$	16,093
Consulting costs related to the Operational Improvement Plan		4,652		—		17,638		—
Transition costs related to back-office optimization		518		527		1,616		1,677
Costs related to shareholder matters		97		—		97		—
Store impairment charges		—		—		—		1,551
Write-off of debt issuance costs		—		—		263		—
Litigation reserve		—		650		—		650
Net gain on sale of corporate headquarters^(a)		—		73		—		(2,566)
Store closing costs, net^(b)		(13,525)		437		(6,270)		1,149
Provision for income taxes on pre-tax adjustments		2,147		(479)		(3,469)		(689)
Adjusted net income	$	5,028	$	5,791	$	18,629	$	17,865

(a) Amounts in fiscal 2025 include the gain on sale of the corporate headquarters building net of associated closing and relocation costs.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

Adjusted diluted EPS is summarized as follows:


Reconciliation of Adjusted Diluted EPS	Three Months Ended				Nine Months Ended
	December 27, 2025		December 28, 2024		December 27, 2025		December 28, 2024
Diluted EPS	$	0.35	$	0.15	$	0.26	$	0.52
Consulting costs related to the Operational Improvement Plan		0.11		—		0.42		—
Transition costs related to back-office optimization		0.01		0.01		0.04		0.04
Costs related to shareholder matters^(a)		0.00		—		0.00		—
Store impairment charges		—		—		—		0.04
Write-off of debt issuance costs		—		—		0.01		—
Litigation reserve		—		0.01		—		0.01
Net gain on sale of corporate headquarters^{(a) (b)}		—		0.00		—		(0.06)
Store closing costs, net ^(c)		(0.32)		0.01		(0.15)		0.03
Adjusted diluted EPS	$	0.16	$	0.19	$	0.58	$	0.57

(a) Amounts, in the periods presented, may be too minor in amount, net of the impact from income taxes, to have an impact on the calculation of adjusted diluted EPS.

(b) Amounts in fiscal 2025 include the gain on sale of the corporate headquarters building net of associated closing and relocation costs.

(c) Amounts in fiscal 2026 include the gain on the sale of closed stores, lease assignments and early lease terminations net of closing costs and asset write-offs related to the closure of 145 underperforming stores, in accordance with the Store Closure Plan.

Note: The calculation of the impact of non-GAAP adjustments on diluted EPS is performed on each line independently. The table may not add down +/- $0.01 due to rounding.

The other adjustments to diluted EPS reflect estimated annual effective income tax rates of 26.0 percent and 28.4 percent for the three months ended December 27, 2025 and December 28, 2024, respectively and 26.0 percent and 28.0 percent for the nine months ended December 27, 2025 and December 28, 2024, respectively. This represents the tax effect of non-GAAP adjustments calculated at an estimated blended statutory tax rate. See adjustments from the Reconciliation of Adjusted Net Income table above for pre-tax amounts.

Analysis of Financial Condition

Liquidity and Capital Resources

Capital Allocation

We expect to continue to generate positive operating cash flow as we have done in each of the last three fiscal years. We believe the cash we generate from our operations will allow us to continue to support business operations, pay down debt, and return cash to our shareholders through our dividend program.

In addition, because we believe a large portion of our future expenditures will be to fund our growth, through acquisition of retail stores and/or opening greenfield stores, we continually evaluate our cash needs and may decide it is best to fund the growth of our business through borrowings on our Credit Facility. Conversely, we may also periodically determine that it is in our best interests to voluntarily repay certain indebtedness early.

Future Cash Requirements

We currently expect our capital expenditures to support our projects, including upgrading our facilities and systems, to be $25 million to $35 million in the aggregate in fiscal 2026. Additionally, we have contractual finance lease and operating lease commitments with landlords through October 2040 for $449.1 million in lease payments, of which $93.7 million is due within one year. For details regarding these lease commitments, see Note 9 to our consolidated financial statements.

As of December 27, 2025 we had $45.0 million outstanding under the Credit Facility, none of which is due in the succeeding 12 months. For details regarding our indebtedness that is due, see Note 8 to our consolidated financial statements.

Dividends

We declared dividends of $0.28 per share totaling $8.7 million for each of the three months ended December 27, 2025 and December 28, 2024 and $0.84 per share totaling $26.2 million for each of the nine months ended December 27, 2025 and December 28, 2024, respectively.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

Working Capital Management

As of December 27, 2025, we had a working capital deficit of $274.5 million, an increase of $27.6 million from a deficit of $246.9 million as of March 29, 2025. The overall working capital deficit is a result of extended payment terms negotiated with suppliers. As part of our working capital management, we facilitate a voluntary supply chain finance program to provide our suppliers with the opportunity to sell receivables due from Monro to a participating financial institution subject to the independent discretion of both the supplier and participating financial institution. For details regarding our supply chain finance program, see Note 10 to our consolidated financial statements.

Sources and Conditions of Liquidity

Our sources to fund our material cash requirements are predominantly cash from operations, availability under our Credit Facility, and cash and equivalents on hand.

As of December 27, 2025, we had $4.9 million of cash and equivalents. In addition, we had $424.9 million available under the Credit Facility as of December 27, 2025, subject to compliance with our covenants. We are, and expect to remain, in compliance with these covenants.

We believe that our current sources of funds will provide us with adequate liquidity during the 12-month period following December 27, 2025, as well as in the long-term.

Summary of Cash Flows

The following table presents a summary of our cash flows from operating, investing, and financing activities.


Summary of Cash Flows	Nine Months Ended
(thousands)	December 27, 2025		December 28, 2024
Cash provided by operating activities	$	48,220	$	102,988
Cash provided by investing activities		6,967		112
Cash used for financing activities		(71,037)		(99,500)
(Decrease) increase in cash and equivalents		(15,850)		3,600
Cash and equivalents at beginning of period		20,762		6,561
Cash and equivalents at end of period	$	4,912	$	10,161

Cash provided by operating activities

For the nine months ended December 27, 2025, cash provided by operating activities was $48.2 million, which consisted of net income of $8.8 million, increased by non-cash adjustments of $33.1 million, and a change in operating assets and liabilities of $6.4 million. The non-cash charges were largely driven by $46.2 million of depreciation and amortization, as well as $2.3 million in share-based compensation expense and $3.5 million in deferred income tax expense, partially offset by a $18.9 million net gain on disposal of assets. The change in operating assets and liabilities was driven by our inventory balance providing a source of cash of $25.3 million. This was partially offset by timing of payments that caused accounts payable and accrued expenses to be a use of cash of $21.5 million.

For the nine months ended December 28, 2024, cash provided by operating activities was $103.0 million, which consisted of net income of $16.1 million, increased by non-cash adjustments of $58.3 million and net change in operating assets and liabilities of $28.6 million. The non-cash charges were largely driven by $52.4 million of depreciation and amortization, as well as $5.7 million in deferred income tax expense. The change in operating assets and liabilities was primarily due to our supply chain finance program being a source of cash as we improved our cash flow by $80.7 million. This was partially offset by accrued expenses and other current assets being a use of cash of $24.4 million driven by timing of payments, as well as our inventory balance being a use of cash of $22.2 million due to increased inventory purchases.

Cash provided by investing activities

For the nine months ended December 27, 2025, cash provided by investing activities was $7.0 million. This was due to cash proceeds from the disposal of assets primarily related to our Store Closure Plan, of $25.3 million and the final proceeds from the sale of our wholesale tire locations and distribution assets of $3.5 million, partially offset by cash used for capital expenditures, including property and equipment, of $21.8 million.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

For the nine months ended December 28, 2024, cash provided by investing activities was $0.1 million. This was due to cash provided by payments from the disposal of property and equipment, including the proceeds related to the sale of our corporate headquarters, for $12.3 million, and subsequent proceeds from the sale of our wholesale tire locations and distribution assets of $8.5 million, partially offset by cash used for capital expenditures, including property and equipment, of $20.7 million.

Cash used for financing activities

For the nine months ended December 27, 2025, cash used for financing activities was $71.0 million. This was primarily due to payment of finance lease principal and dividends of $28.1 million and $26.2 million, respectively, as well as payments on our Credit Facility, net of amounts borrowed during the period, of $16.3 million.

For the nine months ended December 28, 2024, cash used for financing activities was $99.5 million, which was primarily due to payments on our Credit Facility, net of amounts borrowed during the period, of $42.8 million, as well as payment of finance lease principal and dividends of $29.8 million and $25.8 million, respectively.

Critical Accounting Estimates

The consolidated financial statements are prepared in accordance with GAAP. The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. We base our estimates on historical experience, as appropriate, and on various other assumptions that we believe to be reasonable under the circumstances. Changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows may be affected.

For a description of our critical accounting estimates, refer to Part II, Item 7., “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended March 29, 2025. There have been no material changes to our critical accounting estimates since our Form 10-K for the year ended March 29, 2025.

Recent Accounting Pronouncements

See “Recent Accounting Pronouncements” in Note 1 to our consolidated financial statements for a discussion of the impact of recently issued accounting standards on our consolidated financial statements as of December 27, 2025 and the expected impact on the consolidated financial statements for future periods.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they address future events, developments, and results and do not relate strictly to historical facts. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements preceded by, followed by, or including words such as “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “strategy,” “will,” “would” and variations thereof and similar expressions. Forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed. For example, our forward-looking statements include, without limitation, statements regarding:

•the impact of competitive services and pricing;

•the effect of economic conditions and geopolitical uncertainty, seasonality, and the impact of weather conditions and natural disasters on customer demand;

•advances in automotive technologies including adoption of electronic vehicle technology;

•our dependence on third-party vendors for certain inventory;

•the risks associated with vendor relationships and international trade, particularly imported goods such as those sourced from China and other countries targeted with import tariffs;

•the impact of changes in U.S. trade relations and ongoing trade disputes between the United States, China, and other countries and other potential impediments to imports;

•our ability to generate sufficient cash flows from operations and service our debt obligations, including our expected annual interest expense, and to comply with the debt covenants of our Credit Facility;

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MANAGEMENT’S DISCUSSION AND ANALYSIS

•our cash needs, including our ability to fund our future capital expenditures and working capital requirements;

•our anticipated sales, comparable store sales, gross profit margin, costs of goods sold (including product mix), OSG&A expenses and other fixed costs, and our ability to leverage those costs;

•management’s estimates and expectations as they relate to income tax liabilities, deferred income taxes, and uncertain tax positions;

•management’s estimates associated with our critical accounting policies, including insurance liabilities, income taxes, and valuations for our goodwill and long-lived assets impairment analyses;

•the impact of industry regulation, including changes in environmental, consumer protection, and labor laws;

•potential outcomes related to pending or future litigation matters;

•business interruptions;

•risks relating to disruption or unauthorized access to our computer systems;

•our ability to protect customer and employee personal data;

•risks relating to acquisitions and the integration of acquired businesses with ours;

•our growth plans, including our plans to add, renovate, re-brand, expand, remodel, relocate, or close stores and any related costs or charges, our leasing strategy for future expansion, and our ability to renew leases at existing store locations;

•the impact of costs related to planned store closings or potential impairment of goodwill, other intangible assets, and long-lived assets;

•expected dividend payments;

•our ability to protect our brands and our reputation;

•our ability to attract, motivate, and retain skilled field personnel and our key executives; and

•the potential impacts of climate change on our business.

Any of these factors, as well as such other factors as discussed in Part I, Item 1A., “Risk Factors” of our Form 10-K for the fiscal year ended March 29, 2025 as well as in our periodic filings with the SEC, could cause our actual results to differ materially from our anticipated results. The information provided in this report is based upon the facts and circumstances known as of the date of this report, and any forward-looking statements made by us in this report speak only as of the date on which they are made. Except as required by law, we undertake no obligation to update these forward-looking statements after the date of this Form 10-Q to reflect events or circumstances after such date, or to reflect the occurrence of unanticipated events.

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DISCLOSURES ABOUT MARKET RISK & CONTROLS AND PROCEDURES

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from potential changes in interest rates. As of December 27, 2025, excluding finance leases and financing obligations, we had no debt financing at fixed interest rates, for which the fair value would be affected by changes in market interest rates. Our cash flow exposure on floating rate debt would result in annual interest expense fluctuations of approximately $0.5 million and $0.6 million based upon our debt position at December 27, 2025 and at March 29, 2025, respectively, given a change in SOFR of 100 basis points.

Debt financing had a carrying amount that approximates a fair value of $45.0 million as of December 27, 2025, as compared to a carrying amount and a fair value of $61.3 million as of March 29, 2025.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports that we file or submit to the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In conjunction with the close of each fiscal quarter and under the supervision of our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), we conduct an update, a review and an evaluation of the effectiveness of our disclosure controls and procedures. It is the conclusion of our Chief Executive Officer and Chief Financial Officer, based upon an evaluation completed as of the end of the most recent fiscal quarter reported on herein, that our disclosure controls and procedures were effective.

Changes in Internal Controls Over Financial Reporting

During the quarter ended December 27, 2025, we implemented Oracle HCM, a cloud-based human resources and payroll system. We executed certain changes to our processes and internal controls where appropriate and will continue to evaluate the design and operating effectiveness of internal controls as a result of this implementation in subsequent periods.

There have been no other changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended December 27, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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SUPPLEMENTAL INFORMATION

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time we are a party to or otherwise involved in legal proceedings arising out of the normal course of business. Legal matters are subject to inherent uncertainties and there exists the possibility that the ultimate resolution of one or more of these matters could have a material adverse impact on the Company, its financial condition and results of operations.

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EXHIBITS

Item 6. Exhibits

Exhibit Index

3.1 – Certificate of Amendment to the Restated Certificate of Incorporation, dated November 10, 2025. (November 2025 Form 8-K, Exhibit No. 3.1)

4.1 – Rights Agreement dated as of November 10, 2025, by and between the Company and Equiniti Trust Company, LLC, as rights agent, which includes as Exhibit B the Form of Rights Certificate. (November 2025 Form 8-K, Exhibit No. 4.1)

10.79c – Amendment No. 2 to Addendum 1 under the Agreement by and between the Company and AlixPartners, LLP, effective as of November 2, 2025.

10.81 – Employment Agreement, by and between Monro, Inc. and Peter D. Fitzsimmons, dated December 2, 2025. (December 2025 Form 8-K, Exhibit No. 10.81)*

10.82 – Restricted Stock Award Agreement, by and between Monro, Inc. and Peter D. Fitzsimmons, dated December 2, 2025. (December 2025 Form 8-K, Exhibit No. 10.82)*

10.83 – Restricted Stock Unit Award Agreement, by and between Monro, Inc. and Peter D. Fitzsimmons, dated December 2, 2025. (December 2025 Form 8-K, Exhibit No. 10.83)*

10.84 – Performance Stock Unit Award Agreement, by and between Monro, Inc. and Peter D. Fitzsimmons, dated December 2, 2025. (December 2025 Form 8-K, Exhibit No. 10.84)*

31.1 – Certification of Peter D. Fitzsimmons pursuant to Section 302 of the Sarbanes – Oxley Act of 2002

31.2 – Certification of Brian J. D’Ambrosia pursuant to Section 302 of the Sarbanes – Oxley Act of 2002

32.1 – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002

101.INS – XBRL Instance Document

101.LAB – XBRL Taxonomy Extension Label Linkbase

101.PRE – XBRL Taxonomy Extension Presentation Linkbase

101.SCH – XBRL Taxonomy Extension Schema Linkbase

101.DEF – XBRL Taxonomy Extension Definition Linkbase

101.CAL – XBRL Taxonomy Extension Calculation Linkbase

104 – Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	MONRO, INC.

DATE: January 28, 2026	By:	/s/ Peter D. Fitzsimmons
		Peter D. Fitzsimmons
		President and Chief Executive Officer ‎(Principal Executive Officer)

DATE: January 28, 2026	By:	/s/ Brian J. D’Ambrosia
		Brian J. D’Ambrosia
		Executive Vice President – Finance, Chief Financial Officer and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)

Monro, Inc. Q3 2026 Form 10-Q