MONRO, INC.

NOTES

Note 8 – Commitments and Contingencies

Commitments

(a)Finance and operating lease commitments represent future undiscounted lease payments and include $40.3 million and $26.3 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.

An action was filed against us in January 2026 in the U.S. District Court for the Western District of New York by two former Tire Choice employees who worked in Florida. The plaintiffs, former store managers, sought certification to represent similarly situated Tire Choice store managers in a collective action for unpaid overtime wages, damages and attorneys’ fees. Plaintiffs alleged violations of the Fair Labor Standards Act relating to overtime and unpaid wages. The parties conducted informal discovery, following which the parties agreed to resolve this matter for a limited subset of a potential collective. In anticipation of court approval, the Company included the settlement amount of approximately $1.7 million in OSG&A expenses in the Company’s Consolidated Statement of (Loss) Income and Comprehensive (Loss) Income during the second quarter of fiscal 2027. In resolving this matter, the Company believes the settlement is the best use of management’s time and resources.

Note 9 – 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.

Our outstanding supplier obligations eligible for advance payment under the program totaled $207.5 million, $226.8 million and $232.6 million as of September 26, 2026, March 28, 2026 and September 27, 2025, 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.

On October 23, 2026, the Company substantially paid down our obligations under our supply chain financing program. See Note 13 for additional information.

‎

NOTES

Note 10 – 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 issuedone right for each common share outstanding as of the close of business on November 24, 2025. The rights 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 purchaseone one-thousandth of a share of Series D Junior Participating Serial 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 exchangeone 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 aone-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. The Reclassification Agreement also provides that, during the sunset period, the Class C Holders will have the right to appointone 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.

In accordance with the Reclassification Agreement, on June 18, 2026, one business day prior to the record date for the Company’s 2026 annual meeting, all outstanding shares of Class C Preferred Stock automatically converted into Common Stock. A total of 19,664 shares of Class C Preferred Stock, with a par value of $1.50 per share and a conversion ratio of 61.275 shares of Common Stock per preferred share, were converted into 1,204,908 shares of Common Stock. Any fractional shares resulting from the conversion were settled in cash.

NOTES

Note 11 – Segment Reporting

The Company has asingle 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 loss, consisted of the following:

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

As of September 26, 2026 and September 27, 2025, 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 12 – 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 continues to serve as our 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 December 23, 2025, the Company entered into a new consulting agreement with AlixPartners pursuant to which AlixPartners will provide consulting services to the Company under various statements of work at standard engagement rates to support the Operational Improvement Plan.

See Note 16 of our Form 10-K for the fiscal year ended March 28, 2026 for additional information.

The Company recorded total expenses related to AlixPartners and APS of $1.2 million and $9.1 million in operating, selling, general and administrative expenses in our Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income during the three months ended September 26, 2026 and September 27, 2025, respectively.

The Company recorded total expenses related to AlixPartners and APS of $2.2 million and $14.5 million in operating, selling, general and administrative expenses in our Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income during the six months ended September 26, 2026 and September 27, 2025, respectively, of which $0.5 million and $2.5 million is within Other current liabilities in our Consolidated Balance Sheets at September 26, 2026 and September 27, 2025, respectively.

‎

NOTES

Note 13 – Subsequent Events

On October 23, 2026, the Company entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, as borrower, the lenders party thereto (the “Lenders”) and Ares Capital Corporation (“Ares”), as administrative agent for the Lenders (the senior secured credit facilities provided thereunder, the “New Credit Facilities”). The New Credit Facilities consist of (i) a senior secured term loan facility in an aggregate principal amount of $250.0 million (the “Term Loan Facility”) and (ii) a super senior secured revolving credit facility in an aggregate principal amount not to exceed $125.0 million (the “Revolving Credit Facility”), which includes a sub-facility for the issuance of letters of credit in an aggregate principal amount not to exceed $10.0 million and a sub-facility for the extension of swing line borrowings in an aggregate principal amount not to exceed $10.0 million. The loans under the Term Loan Facility and the Revolving Credit Facility mature on October 23, 2030.

The Term Loan Facility is subject to amortization of principal, payable in equal quarterly installments on the last business day of each quarter, commencing with the quarter ending in December 2027, in an amount equal to 0.25% of the aggregate original principal amount of the Term Loan Facility payable each quarter and on the maturity date of the Term Loan Facility. The remaining outstanding principal amount will be payable at the maturity date of the Term Loan Facility. The Term Loan Facility bears interest annually at rates based upon, at the option of the Company, either (i) an alternate base rate tied to the greater of (a) the U.S. prime rate, (b) the federal funds effective rate plus 0.50%, (c) the daily secured overnight financing rate (“Daily SOFR”) plus 1.00% per annum, and (d) a floor of 2.00% per annum (the “ABR”) plus an applicable margin ranging from 4.75% to 5.25%; or (ii) a rate per annum tied to the greater of (a) the term secured overnight financing rate and (b) a floor of 1.00% per annum (“Term SOFR”), plus an applicable margin ranging from 5.75% to 6.25%.

Any outstanding principal amount under the Revolving Credit Facility will be payable at the maturity date of the Revolving Credit Facility. The Revolving Credit Facility bears interest annually at rates based upon, at the option of the Company, either (i) the ABR, plus an applicable margin ranging from 2.50% to 3.00%; or (ii) the Term SOFR plus an applicable margin ranging from 3.50% to 4.00%. Accrued interest on the New Credit Facilities is payable at least quarterly. The Company will also be required to pay fees based on the daily unused commitment under the Revolving Credit Facility, the issuance of letters of credit and on the balance of outstanding and undrawn letters of credit under the Revolving Credit Facility.

Under the Credit Agreement, the Company and the Guarantors are subject to customary affirmative and negative covenants, and events of default for facilities of this type (with customary grace periods and thresholds, as applicable, and lender remedies). The Credit Agreement governing the New Credit Facilities includes financial covenants, including those that require the Company to maintain (i) a lease adjusted net leverage ratio (as defined in the Credit Agreement) of no more than (a)7.50 to 1 for the fourth quarter of fiscal 2027; (b)7.25 to 1 for the first quarter of fiscal 2028 through the fourth quarter of fiscal 2028; (c)7.00 to 1 for the first quarter of fiscal 2029 through the fourth quarter of fiscal 2029; (d)6.75 to 1 for the first quarter of fiscal 2030 through the fourth quarter of fiscal 2030; and (e)6.50 to 1 for the first quarter of fiscal 2031 and thereafter, and (ii) minimum average daily liquidity, tested as of the last day of the quarter, to be less than (a) $20 million from the fourth quarter of fiscal 2027 through the second quarter of fiscal 2028; and (b) $25 million for each quarter thereafter.

The Credit Agreement includes a restriction on the amount the Company may use for dividend payments, and prohibits the Company’s payment of dividends if the Company does not comply with certain financial metric requirements, including lease adjusted net leverage ratio, fixed charge coverage ratio, minimum average daily liquidity and liquidity, each as defined in the Credit Agreement.

As part of the closing of the New Credit Facilities, the Company paid down approximately $152.9 million of our obligations under our supply chain financing program and, under the terms of the New Credit Facilities, will no longer accept additional supplier obligations into this program after December 31, 2026.