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MONRO, INC.

For the period ended Aug 11, 2026. Filed Jul 2, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 11, 2026 · Filed Jul 2, 2026

MNRO$10.95-3.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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☒Definitive Proxy Statement
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Notice of 2026 Annual Meeting of

Shareholders and Proxy Statement

August 11, 2026

Fairport, NY 14450

Dear Shareholders, I am thrilled to be Monro’s President and CEO as we continue to build momentum in our business through the progress we’ve made on our initiatives. Fiscal 2026 was a year in which we stabilized our business through the delivery of positive comparable store sales for the first time in three years, the closure of 145 stores that were not going to reach our performance expectations and dramatically improved our inventory position. As many of you know, our work is centered on enhancing operations, driving profitability, and unlocking the Company’s full potential to deliver long-term value creation. Part of the work to unlock our full potential includes focusing on several key areas we identified as opportunities for performance improvement, which include: driving profitable customer acquisition and activation; improving our store-based customer experience and selling effectiveness; and increasing merchandising productivity. I’d like to use this as an opportunity to thank our more than 6,200 valued Teammates across 1,115 stores who execute these initiatives every day. Their commitment to our customers has been exceptional. We’ve also significantly strengthened our leadership team in the last year, adding key talent and promoting from within across merchandising, marketing, stores, and finance. They’ve elevated our capabilities and brought fresh perspectives to long-standing challenges. The depth of our leadership bench today is substantially stronger than it was when we began our business transformation.

Driving Profitable Customer Acquisition & Activation

Last July, we introduced a multi-channel digital marketing plan that we ramped to more than 950 of our stores over the course of fiscal 2026 through a disciplined, phased rollout to ensure appropriate returns. We have also increasingly activated our customer relationship marketing (CRM) outreach. Additionally, we have continued to optimize our centralized customer call center, which now supports all of our retail store locations. We use industry-standard and company-specific metrics to determine where we believe our marketing dollars have the most impact. Our objective is to not only continue driving new Guests to our store locations, but also to improve our ability to retain existing customers, especially those of highest value to Monro. These are repeat customers that visit us over a number of years, and they choose us because we provide both the tire and auto aftermarket services that meet their vehicle needs. We have also enhanced our ability to allocate the appropriate method of advertising, that is, digital, CRM and other media, as well as the specific content to meet specific market or customer needs. We are more knowledgeable today about how to adjust our ad spending as a result of all the information we have gathered since we first introduced digital marketing. Today, we have the capabilities to customize our marketing approach to a variety of regional needs.

Improving Our Store-Based Customer Experience & Selling Effectiveness

Our ConfiDrive digital courtesy inspection process is a tremendous tool that has become the cornerstone of our customer experience transformation. We’ve successfully expanded its usage to nearly every customer vehicle that enters our service bays, ensuring comprehensive vehicle assessments across our entire network. We have intensified our training efforts with technicians to guarantee both the completion and accuracy of these critical inspections. The ConfiDrive process enables our store managers to provide transparency about vehicle condition to our customers. Our goal is to help our Guests identify and prioritize what they need to do to keep their vehicles safe. Our ConfiDrive process is designed to build trust with our customers through a quality diagnostic supported with pictures to truly show areas that require attention. Safety, trust, and confidence on the road is what we want to deliver for our customers. This transparency isn’t just about building trust; it’s about fundamentally changing how customers perceive automotive service. When customers can understand exactly what we’re seeing through detailed visual documentation, it eliminates the skepticism that has historically plagued our industry.

In addition to ConfiDrive, we have developed a District Manager Toolkit that we have further enhanced recently. The District Manager Toolkit allows us to more precisely identify which levers to pull to generate incremental sales, improve gross margin, or adjust staffing levels. We believe this has allowed us to evolve our analysis from simply identifying sales trends to a more holistic view of how we would improve store contribution by enabling our district managers to better coach each of their store teams. These tools, coupled with our efforts to steadily increase the quality and capabilities of our field leadership teams, will allow us to drive greater accountability with sales improvement and higher store contribution over time. For example, we have recently rolled out an enhanced District Manager Toolkit to approximately 150 stores. This enhancement focuses on gross margin opportunities at underperforming stores and enables us to adjust operating performance at the local level. We are encouraged by the profit improvement we’ve seen in many of our store locations. We expect this process to improve store profitability across the network as we roll this initiative out further.

Increasing Merchandising Productivity

We have nearly completed are-set of our tire inventory across stores, shifting to a more focused assortment and guest-aligned offering that is resonating with customers, despite challenging market conditions. This wasn’t simply a cosmetic change. We fundamentally reimagined how we present tire options to customers, making the selection process more intuitive and aligned with customer needs and budgets. The new assortment has helped us navigate an ongoing shift to lower-cost tier 4 and opening price point tires, a trend that continues to pressure our overall industry.

We have also turned our focus to improving assortments and offerings across our parts categories applying a strategic category management framework to develop consumer-centric product and service offerings. This isn’t just about having products on shelves; it’s about ensuring we have the right products available when customers need them, backed up by strongin-stock andon-demand inventory availability.

A key driver of our assortment progress has been our intensified work with vendor partners. We strengthened strategic relationships with our core suppliers, while simultaneously working with our supplier base to improve availability to ensure our stores remain consistently stocked. We’re investing in new demand and inventory planning capabilities, which are enabling us to manage supply more precisely at the same time as we expandin-store andsame-day availability. This balance requires sophisticated forecasting and rapid response capabilities that we’re still building out.

As it relates to potential pricing adjustments, we continue to work closely with suppliers to understand and manage costs in what has become an exceptionally dynamic environment. As in the past, we expect to deliver competitive prices for the services we offer also taking into account market conditions. We’re particularly focused on expanding our share in tires and oil, two of our key traffic driving categories. Pricing will continue to be a critical lever as we work to maintain the right balance between customer value and margin performance.

Closed Store Real Estate Dispositions

During the first quarter of fiscal 2026, we successfully completed the closing of 145 underperforming stores, which included repositioning our inventory. We have exited a total of 72 leases and sold 26 locations, which resulted in cumulative proceeds of approximately $25 million. This leaves us with a remaining balance of 47 stores that have the potential to be monetized during the next several quarters.

Progress in Advancing our Environmental, Social and Governance (ESG) Priorities

Over the past year, we made additional progress in the journey of advancing our ESG initiatives and recently published our sixth annual ESG report on the ESG section of our corporate website. Among our accomplishments, we continue to put our people first through continued investments in Teammate training and development, improved our people’s well-being through enhancements to work-life balance and our Teammate Assistance Fund, and made further strides in reducing our environmental impact. As our business grows, so does our commitment to further incorporating ESG practices into our strategy and operations, which is fundamental to our ability to create sustainable value for our stakeholders. We continue to make progress on our two ESG goals relating to employee safety and energy efficiency. These goals are tangible examples of how ESG factors are embedded in our everyday business decisions.

Looking Ahead

I’m pleased with the progress Monro has made in fiscal 2026, and I’m optimistic about the opportunities in front of us. In the coming fiscal year, we expect to continue to strengthen and capitalize on our national retail network and leverage our economies of scale, allowing us to better serve our Guests and provide meaningful careers for our Teammates. At the same time, we remain committed to maintaining a strong balance sheet, generating cash flow, and driving profitability to enhance long-term shareholder returns. We are grateful for the ongoing dedication of our Teammates and the trust of our stakeholders as we continue to strengthen our business.

On behalf of the Board of Directors and the Senior Leadership Team, I would like to thank you for your continued support of Monro. I look forward to speaking with you at our annual meeting on August 11, 2026.

Sincerely,

Peter D. Fitzsimmons

President and Chief Executive Officer

Cautionary Note Regarding Forward-Looking Statements

The statements contained in this proxy statement that are not historical facts may contain statements of future expectations and other forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by such words and phrases as “aim,” “believe,” “continue,” “design,” “expect,” “focus,” “goal,” “intend,” “may,” “objective,” “opportunity,” “plan,” “potential,” “should,” “strategy,” “will,” “would” and other similar words or phrases. Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed.

These factors include, but are not necessarily limited to uncertainty related to the financial and operational impact of the operational improvement plan, the pendency or results of the review of strategic alternatives, product demand, advances in automotive technologies including adoption of electric vehicle technology, our dependence on third parties for certain inventory, dependence on and competition within the primary markets in which the Company’s stores are located, the effect of general business or economic and geopolitical conditions on the Company’s business, including consumer spending levels, inflation, and unemployment, seasonality, our ability to generate sufficient cash flows from operations and service our debt obligations and comply with the terms of our credit agreement, changes in the U.S. trade environment, including the impact of tariffs on products imported from China and other countries, the impact of competitive services and pricing, product development, parts supply restraints or difficulties, the impact of weather trends and natural disasters, industry regulation, risks relating to leverage and debt service (including sensitivity to fluctuations in interest rates), continued availability of capital resources and financing, risks relating to protection of customer and employee personal data, risks relating to litigation, risks relating to integration of acquired businesses and other factors set forth elsewhere herein and in the Company’s Securities and Exchange Commission filings, including the Company’s annual report on Form 10-K for the fiscal year ended March 28, 2026. Except as required by law, the Company does not undertake and specifically disclaims any obligation to update any forward-looking statement to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date:Tuesday, August 11, 2026
Time:10:00 a.m. (Eastern Daylight Time)
Location:Virtual meeting to be held via the Internet at www.virtualshareholdermeeting.com/MNRO2026
Record Date:June 22, 2026

Items of Business

1.Elect eight directors to the Board of Directors to serve until their successors are duly elected and qualified at the 2027 annual meeting of shareholders;
2.Approve, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers;
3.Ratify the re-appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending March 27, 2027;
4.Consider such other business as may properly be brought before the meeting or any adjournment or postponement thereof.

The Board of Directors recommends that you vote “FOR” each of the director nominees included in Proposal No. 1 and “FOR” Proposals No. 2 and 3.

How to Vote

Using the control number that appears on the Notice of Internet Availability (the “Notice”), you may vote your shares:

By Telephone: You may vote by calling 1-800-690-6903By Internet: Prior to the Annual Meeting, you mayvote at Proxyvote.comBy Mail: Mark, sign and date your proxycard and return it in the postage- paid envelope we have providedor return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717During the Meeting: Go towww.virtualshareholdermeeting.com/MNRO2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholders’ Meeting to be Held on August 11, 2026: We are following the Securities and Exchange Commission’s“e-proxy” rules that allow public companies to furnish proxy materials to shareholders over the Internet. Instead of a physical copy, you have received a Notice of Internet Availability of Proxy Materials, which provides instructions on how to view our proxy materials for the Annual Meeting over the Internet, how to vote, and how to request a printed copy of the proxy materials.

PROXY STATEMENT SUMMARY

Below are the highlights of the important information you will find in this Proxy Statement. As this is only a summary, we request that you please review the full Proxy Statement before casting your vote.

General Meeting Information
2026 Annual Meeting Date and TimeTuesday, August 11, 2026 10:00 a.m. (Eastern Daylight Time)
Record DateJune 22, 2026
VotingShareholders of record as of the record date are entitled to vote personally or by proxy at the Annual Meeting. Each share of common stock is entitled to one vote on each matter to be voted on at the Annual Meeting.
Voting Matters and Board of Directors’ Recommendations
ProposalVoting OptionsVote Required for ApprovalBoard of Directors’ Recommendation
1. Election of Directors“FOR” all nominees or “WITHHOLD” your vote for all or any of the nomineesEach nominee for director must receive a majority of the votes castFOR EACH NOMINEE
2. Advisory Vote to Approve Executive Compensation“FOR,” “AGAINST” or “ABSTAIN” from votingMajority of votes cast must vote in favor of this proposalFOR
3. Ratification of Appointment of Independent Registered Public Accounting Firm“FOR,” “AGAINST” or “ABSTAIN” from votingMajority of votes cast must vote in favor of this proposalFOR

Governance Highlights

We are committed to applying sound corporate governance principles. We believe these governance practices are in the best interests of our shareholders and strengthen accountability within our organization. Unless otherwise indicated, information below is presented as of March 28, 2026.

Annual ElectionsYesStock Ownership Guidelines for Directors and ExecutivesYes
Declassified BoardYesAnti-Hedging and Pledging PolicyYes
Independent Board ChairYesCode of Ethics covering all EmployeesYes
Board Independence89%Board Member Recruiting GuidelinesYes
Audit, Compensation and Nominating Committee Independence100%Regular Executive Sessions of the Independent Board MembersYes
Number of Financial ExpertsTwoAnonymous ReportingYes
Comprehensive Annual Board and Committee EvaluationsYesExecutive Compensation Clawback PolicyYes
Director OverboardingNoStrategy and Risk Oversight by Board and CommitteesYes
Three New Independent Directors since 2020YesESG ReportingYes

i

Our commitment to sound corporate governance practices has been illustrated through a number of actions taken this past year, including:

•On June 18, 2026, the 19,664 shares of Class C Preferred Stock converted into 1,204,908 shares of common stock, eliminating the Company’s dual class structure;
•Annual elections of all directors began in 2025;
•Compensation Committee retained Exequity, LLP as its independent compensation advisor;
•Issued sixth annual ESG Report for our fiscal year ended March 28, 2026 (“Fiscal 2026”);
•Engaged Optera Climate, a leading corporate sustainability consulting firm and software provider, to inventory and assess our greenhouse gas emissions; and
•Continued strong Board oversight of Environmental, Social and Governance (“ESG”) matters, through standing ESG reports by management at every regularly scheduled Nominating & Corporate Governance Committee meeting, followed by Committee reports to the full Board and periodic educational presentations by third parties.

On November 9, 2025, the Board approved a limited duration shareholder rights plan, which is designed to reduce the likelihood that any entity, person or group would gain control of Monro through the open market or other accumulation of our shares without appropriately compensating all shareholders for control. For more information, see “Corporate Governance Practices and Policies – Short-Term Shareholder Rights Plan.”

Director Nominees

You are being asked to vote to elect the following eight director nominees to our Board of Directors. Detailed information about each of these nominees begins on page 7 of the Proxy Statement.

NameAgeDirectorSinceIndependentOccupation
Peter D. Fitzsimmons692025NoPresident and Chief Executive Officer, Monro, Inc. (Nasdaq: MNRO)
Lindsay N. Hyde442017YesEntrepreneur in Residence, Moderne Ventures, Senior Lecturer in Residence, Entrepreneurial Management at Harvard Business School
Leah C. Johnson632020YesExecutive Vice President, Chief Communications, Marketing & Advocacy Officer of Lincoln Center for the Performing Arts
Stephen C. McCluski742013YesFormer Senior Vice President and Chief Financial Officer of Bausch & Lomb Incorporated (Retired)
Robert E. Mellor822010YesChairman of the Board of Monro, Inc. (Nasdaq: MNRO) (Retired)
Thomas B. Okray632024YesDirector of Flowserve Corporation (NYSE: FL) and former Chief Financial Officer of Nikola Corporation (Retired)
Peter J. Solomon871984YesFounding Chairman of Solomon Partners, LP (Retired)
Hope B. Woodhouse702023YesDirector of Granite Point Mortgage Trust Inc. (NYSE: GMPT), Two Harbors Investment Corp. (NYSE: TWO) and Acadia Realty Trust (NYSE: AKR) (Retired)

ii

Board of Directors Overview

Our Board of Directors is currently composed of nine directors, eight of whom are independent. The charts below highlight the Board’s composition and experience as of March 28, 2026:

Director IndependenceTenure on the Board of Directors

Gender Diversity

Executive Compensation Overview

Positive Results From Advisory Votes on Executive Compensation

98% of the votes cast on the say on pay advisory vote at the 2025 annual meeting were cast in favor of the Company’s executive compensation program. Monro’s say on pay votes have averaged over 97% support for the last 5 years. We believe these strong results indicate that our shareholders are generally supportive of our compensation program.

What We DoWhat We Don’t Do
✓ Emphasize pay for performance, with a majority of compensation “at risk”X No short sales by directors, officers or employees
✓ Reasonable post-employment and change in control provisionsX No hedging or pledging of company stock
✓ Provide meaningful stock ownership guidelinesX No repricing of underwater options without shareholder approval
✓ Engage an independent compensation advisorX No change in control tax gross-ups

iii

What We DoWhat We Don’t Do
✓ Maintain a clawback policy compliant with, and exceeding, SEC rules and NASDAQ listing standards in the event of financial restatement and also covers certain detrimental conductX No single trigger cash severance based solely upon a change-in-control of the Company
✓ Conduct an annual shareholder “say on pay” vote
✓ Evaluate annual share utilization
✓ Conduct an annual compensation risk assessment to ensure our compensation programs discourage excessive risk taking
✓ Provide limited perquisites
✓ Conduct an annual risk assessment
✓ Limited use of employment agreements, with only the CEO and CFO

iv

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