8-K

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 10, 2022

MONRO, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (585) 647-6400

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

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

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.  ☐

On November 10, 2022 (the “Closing Date”), Monro, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its Amended and Restated Credit Agreement with a syndicate of banks led by Citizens Bank, N.A. as administrative agent (the “Credit Agreement”), which had previously been amended in June 2020 and October 2021 (the “Previous Amendments” and, with the Credit Agreement, the “Amended Credit Agreement”).

This Amendment amends certain of the terms in the Amended Credit Agreement. Specifically, the term of the facility is extended for five (5) years from the Closing Date. Further, the interest rate charged on borrowings will now be based on 0.10% over SOFR, replacing the previously used LIBOR.

Except as amended by the Amendment, the remaining terms of the Amended Credit Agreement remain in full force and effect. The material terms of the Credit Agreement, as amended by the Previous Amendments, are described in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on May 1, 2019, June 11, 2020 and October 8, 2021, which descriptions are incorporated herein by reference. The Company intends to file the Amendment as Exhibit 10.22c to its Form 10-Q for the quarter ending December 24, 2022.

On November 15, 2022, the Company issued a press release announcing the Amendment. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

SIGNATURES

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

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

MONRO,INC. ANNOUNCES AMENDMENT & EXTENSION TO EXISTING CREDIT FACILITY

ROCHESTER, N.Y. – November **15, 2022 –**Monro, Inc. (Nasdaq: MNRO), a leading provider of automotive undercar repair and tire services, today announced a new $600 million revolving line of credit, which amends and extends an existing $600 million credit facility. The amendment changes the current LIBOR interest rate calculation on borrowings to 0.10% over SOFR and extends the original expiration date from 2024 to 2027.

The amended facility will be used to refinance debt, fund acquisitions and for general corporate purposes.

Citizens Bank was Lead Left Arranger, Bookrunner and Administrative Agent in the nine-bank group.

“We are pleased to have secured an extension to our existing credit facility and we appreciate the support of our banking partners, including Citizens. The extended facility underscores their confidence in our business and our management team. We have a strong financial position allowing us to execute on our growth strategy and maintain our balanced approach to capital allocation”, said Brian D’Ambrosia, Chief Financial Officer.

The amendment and extension are effective November 10, 2022.

About Monro, Inc.

Monro, Inc. (NASDAQ: MNRO) is one of the nation’s leading automotive service and tire providers, delivering best-in-class auto care to communities across the country, from oil changes, tires and parts installation, to the most complex vehicle repairs. With a growing market share and a focus on sustainable growth, the Company generated approximately $1.4 billion in sales in fiscal 2022 and continues to expand its national presence through strategic acquisitions and the opening of newly constructed stores. Across approximately 1,300 stores and 9,000 service bays nationwide, Monro brings customers the professionalism and high-quality service they expect from a national retailer, with the convenience and trust of a neighborhood garage. Monro’s highly trained teammates and certified technicians bring together hands-on experience and state-of-the-art technology to diagnose and address automotive needs every day to get customers back on the road safely. For more information, please visit www.monro.com.

Cautionary Note Regarding Forward-Looking Statements

The statements contained in this press release 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 “expect,” “estimate,” “guidance,” “outlook,” “anticipate,” “believe,” “could,” “may,” “might,” “will,” “intend,” 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 product demand, dependence on and competition within the primary markets in which the Company’s stores are located, the need for and costs associated with store renovations and other capital expenditures, the effect of general business or economic conditions on the Company’s business, including the direct and indirect effects of the COVID-19 pandemic and the Russian invasion of Ukraine on the economy, consumer spending levels, inflation, and unemployment, seasonality, changes in the U.S. trade environment, including the impact of tariffs on products imported from China, 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 26, 2022. 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.

Source: Monro, Inc.

MNRO-Fin