Form 8-K

8-K — MONRO, INC.

Accession: 0001193125-26-447246

Filed: 2026-11-04

Period: 2026-11-04

CIK: 0000876427

SIC: 7500 (SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING)

Item: Entry into a Material Definitive Agreement

Item: Material Modifications to Rights of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — d459293d8k.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED)

November 4, 2026

MONRO, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

New York

001-42950

16-0838627

(STATE OR OTHER JURISDICTION

OF INCORPORATION)

(COMMISSION

FILE NO.)

(IRS EMPLOYER

IDENTIFICATION NO.)

295 Woodcliff Drive, Suite 202, Fairport, NY 14450

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(800) 876-6676

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class

Trading

Symbols

Name of Each Exchange

on Which Registered

Common Stock, par value $.01 per share

MNRO

The Nasdaq Stock Market

Rights to Purchase Series D Junior Participating Serial Preferred Stock

MNRO

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On November 4, 2026, Monro, Inc. (the “Company”) entered into the Amendment to Rights Agreement (the “Amendment”) by and between the Company and Equiniti Trust Company, LLC, as rights agent (the “Rights Agent”), that amends the Rights Agreement, dated as of November 10, 2025 (the “Rights Agreement”), by and between the Company and the Rights Agent. All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in the Rights Agreement.

The Amendment extends the final expiration date from 5:00 p.m., Eastern Time, on November 6, 2026 to 5:00 p.m., Eastern Time, on November 1, 2027. As a result of the Amendment, the Rights will expire at 5:00 p.m., Eastern Time, on November 1, 2027, unless the Rights are earlier redeemed, exchanged in full or terminated.

The Company’s Board of Directors (the “Board”) determined to extend the expiration of the Rights Agreement to support the Company’s ongoing review of strategic alternatives. The extension is intended to preserve the Board’s ability to conduct the review effectively and to protect the interests of the Company and its shareholders during the review.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, attached hereto as Exhibit 4.2 and incorporated herein by reference.

Item 3.03

Material Modification to Rights of Security Holders.

See the description set out under “Item 1.01 - Entry into a Material Definitive Agreement,” which is incorporated by reference into this Item 3.03.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

4.2

Amendment to Rights Agreement, dated as of November 4, 2026, by and between the Company and Equiniti Trust Company, LLC, as rights agent.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

MONRO, INC.

By:

/s/ Maureen E. Mulholland

Name:

Maureen E. Mulholland

Title:

EVP – Chief Legal Officer and Secretary

November 4, 2026

EX-4.2

Filename: d459293dex42.htm · Sequence: 2

EX-4.2

Exhibit 4.2

AMENDMENT TO

RIGHTS

AGREEMENT

This AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is entered into as of November 4, 2026, by

and between Monro, Inc., a New York corporation (the “Company”), and Equiniti Trust Company, LLC, a limited trust company organized under the laws of the State of New York, as rights agent (the “Rights Agent”).

All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Rights Agreement, dated as of November 10, 2025, by and between the Company and the Rights Agent (the “Rights

Agreement”).

RECITALS

WHEREAS, the Company and the Rights Agent are parties to the Rights Agreement;

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company, by action of the Board, may supplement or amend any provision of the

Rights Agreement in any respect without the approval of any registered holders of the Rights, including, without limitation, in order to lengthen any time period thereunder;

WHEREAS, the Board has determined that it is advisable and in the best interests of the Company and its shareholders to extend the final

expiration date from 5:00 p.m., Eastern Time, on November 6, 2026 to 5:00 p.m., Eastern Time, on November 1, 2027, and has authorized and approved this Amendment;

WHEREAS, the Company has delivered to the Rights Agent a certificate from an appropriate officer of the Company stating that this Amendment is

in compliance with the terms of Section 27 of the Rights Agreement; and

WHEREAS, the Company and the Rights Agent desire to amend

the Rights Agreement as set forth in this Amendment.

AGREEMENT

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Amendment of Section 7(a). Section 7(a) of the Rights Agreement is hereby amended and restated in its

entirety as follows:

“(a) Subject to Section 7(e) hereof, at any time after the Distribution Date the registered holder of any

Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c) and Section 11(a)(iii) hereof) in whole or in

part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate contained therein duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose,

together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths of a share of Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock,

other securities, cash, or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the Close of Business on

November 1, 2027 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, and (iii) the time at which the Rights are exchanged in full as provided in

Section 24 hereof (the earliest of (i), (ii), and (iii) being herein referred to as the “Expiration Date”). Except for those provisions herein that expressly survive the termination of this Agreement, this Agreement

shall terminate upon the earlier of the Expiration Date and such time as all outstanding Rights have been exercised, redeemed or exchanged hereunder (other than Rights which have become null and void pursuant to Section 7(e) hereof).”

2. Amendment of Exhibit B (Form of Rights Certificate). The introductory legend of Exhibit B to the Rights Agreement is hereby

deleted and replaced with the following:

“NOT EXERCISABLE AFTER NOVEMBER 1, 2027 OR EARLIER IF REDEEMED OR EXCHANGED BY THE

COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON

WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY BENEFICIALLY OWNED BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT BENEFICIAL OWNER, MAY

BECOME NULL AND VOID.”

3. Amendment of Exhibit B (Form of Rights Certificate). The paragraph of Exhibit B to the Rights

Agreement beginning “This certifies that” is hereby deleted and replaced with the following:

“This certifies that

________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions, and conditions of the Rights Agreement, dated as of

November 10, 2025 (the “Rights Agreement”), between Monro, Inc., a New York corporation (the “Company”), and Equiniti Trust Company, LLC (the “Rights Agent”), to purchase from the Company

at any time prior to 5:00 p.m., Eastern Time, on November 1, 2027 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully

paid, non-assessable share of Series D Junior Participating Serial Preferred Stock, par value $.01 per share, of the Company (the “Preferred Stock”), at a purchase price of $90.00 per one one-thousandth of a share of Preferred Stock (such purchase price, as may be adjusted, the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election

to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares that may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above,

are the number and Purchase Price as of November 10, 2025, based on the Preferred Stock as constituted at such date. The Company reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights

Agreement) that a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.”

4. Effectiveness. This Amendment does not amend Section 18, Section 19,

Section 20, or Section 21 of the Rights Agreement and, in accordance with Section 27 of the Rights Agreement, shall become effective immediately upon execution by the Company, whether or not also executed by the Rights Agent.

5. Agreement as Amended. The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights

Agreement as amended hereby. Except as expressly set forth herein, the Rights Agreement shall remain in full force and effect and otherwise shall be unaffected hereby, and each of the Company and the Rights Agent shall continue to be subject to its

terms and conditions.

6. Severability. If any term, provision, covenant, or restriction of this Amendment is held by a court of

competent jurisdiction or other authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired,

or invalidated.

7. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of New York and

for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

8. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be

deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A facsimile or .pdf signature delivered electronically shall constitute an original signature for all purposes.

9. Descriptive Headings. Descriptive headings of the several sections of this Amendment are inserted for convenience only and shall not

control or affect the meaning or construction of any of the provisions hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed

as of the date first above written.

MONRO, INC.

By:

/s/ Maureen E. Mulholland

Name: Maureen E. Mulholland

Title: EVP – Chief Legal Officer and Secretary

EQUINITI TRUST COMPANY, LLC

By:

/s/ Carlos Pinto

Name: Carlos Pinto

Title: Senior Vice President, Director

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