8-K
MONRO, INC. (MNRO)
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): October 29, 2025
MONRO, INC.
(Exact name of registrant as specified in its charter)
| New York | 0-19357 | 16-0838627 |
|---|---|---|
| (State of<br> <br>Incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
| 295 Woodcliff Drive, Suite 202, Fairport, NY | 14450 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (800) 876-6676
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):
| ☐ | 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<br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $.01 per share | 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 2.02 | Results of Operations and Financial Condition. |
|---|
On October 29, 2025, Monro, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended September 27, 2025, as well as results for the first half of fiscal 2026.
A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| Exhibit<br> <br>No. | Description |
| --- | --- |
| 99.1 | Press release dated October 29, 2025 |
| 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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MONRO, INC. | ||
|---|---|---|
| (Registrant) | ||
| October 29, 2025 | By: | /s/ Maureen E. Mulholland |
| Maureen E. Mulholland, | ||
| Executive Vice President – Chief Legal Officer and Secretary |
EX-99.1
Exhibit 99.1
| 295 Woodcliff Drive, Suite 202, Fairport, NY 14450 | |
|---|---|
| CONTACT: | Investors and Media: Felix Veksler |
| --- | --- |
| Vice President, Investor Relations | |
| ir@monro.com |
FOR IMMEDIATE RELEASE
MONRO, INC. ANNOUNCES SECOND QUARTER FISCAL 2026 FINANCIAL RESULTS
| • | Second Quarter Comparable Store Sales Increased 1.1% |
|---|---|
| • | Second Quarter Gross Margin Expanded 40 Basis Points |
| --- | --- |
| • | Second Quarter Diluted Earnings per Share of $.18; Adjusted Diluted Earnings per Share ^1^ of $.21 |
| --- | --- |
| • | Generated Cash from Operating Activities of $30 Million for the First Half of Fiscal 2026<br> |
| --- | --- |
| • | Distributed Second Quarter Fiscal 2026 Cash Dividend of $.28 per Share |
| --- | --- |
FAIRPORT, N.Y. – October 29, 2025 – Monro, Inc. (Nasdaq: MNRO), a leading provider of automotive undercar repair and tire services, today announced financial results for its second quarter ended September 27, 2025.
Second Quarter Results
Sales for the second quarter of the fiscal year ending March 28, 2026 (“fiscal 2026”) decreased 4.1% to $288.9 million, as compared to sales of $301.4 million for the second quarter of the fiscal year ended March 29, 2025 (“fiscal 2025”). This was primarily driven by a reduction in sales from the closure of 145 underperforming stores in the first quarter of fiscal 2026, partially offset by a 1.1% increase in comparable store sales from continuing store locations. Comparable store sales decreased 5.8% in the prior year period.
Comparable store sales increased 18% for front end/shocks and 6% for brakes compared to the prior year period. Comparable store sales for tires and maintenance services were flat compared to the prior year period. Comparable store sales decreased 5% for alignments and 21% for batteries compared to the prior year period. Please refer to the “Comparable Store Sales” section below for a discussion of how the Company defines comparable store sales.
| ^1^ | Adjusted diluted EPS is a non-GAAP measure. Please refer to the “Non-GAAP Financial Measures” section below for a discussion of this non-GAAP measure. |
|---|
Gross margin increased 40 basis points compared to the prior year period, primarily from lower occupancy costs and lower material costs as a percentage of sales, which were partially offset by higher technician labor costs as a percentage of sales, mostly due to wage inflation.
Total operating expenses for the second quarter of fiscal 2026 were $90.4 million, or 31.3% of sales, as compared to $93.2 million, or 30.9% of sales in the prior year period. The increase as a percentage of sales was affected by $8.3 million of costs incurred in connection with consultants related to the Company’s operational improvement plan, which were partially offset by $7.6 million of net gains from closed store real estate dispositions. The second quarter of fiscal 2025 also included $2.8 million of net gain on the sale of the Company’s headquarters.
Operating income for the second quarter of fiscal 2026 was $12.8 million, or 4.4% of sales, as compared to operating income of $13.2 million, or 4.4% of sales in the prior year period. Adjusted operating income, a non-GAAP measure, for the second quarter of fiscal 2026 was $14.0 million, or 4.8% of sales, as compared to $12.6 million, or 4.2% of sales in the prior year period. Please refer to the reconciliation of adjusted operating income in the table below for details regarding excluded items in the second quarters of fiscal 2026 and 2025. Please refer to the “Non-GAAP Financial Measures” section below for a discussion of this non-GAAP measure.
Interest expense was $4.4 million for the second quarter of fiscal 2026, as compared to $5.1 million for the second quarter of fiscal 2025, principally due to a decrease in weighted average debt.
Income tax expense in the second quarter of fiscal 2026 was $2.8 million, or an effective tax rate of 32.9%, compared to an effective tax rate of 30.9% in the prior year period. The year-over-year difference in effective tax rate is primarily related to share-based awards and other adjustments, none of which are significant.
Net income for the second quarter of fiscal 2026 was $5.7 million, as compared to net income of $5.6 million in the same period of the prior year. Diluted earnings per share for the second quarter of fiscal 2026 was $.18. This compares to diluted earnings per share of $.18 in the second quarter of fiscal 2025. Adjusted diluted earnings per share, a non-GAAP measure, for the second quarter of fiscal 2026 was $.21. This compares to adjusted diluted earnings per share of $.17 in the second quarter of fiscal 2025. Please refer to the reconciliation of adjusted net income and adjusted diluted earnings per share in the tables below for details regarding excluded items in the second quarters of fiscal 2026 and 2025. Please refer to the “Non-GAAP Financial Measures” section below for a discussion of these non-GAAP measures.
During the second quarter of fiscal 2026, the Company re-opened one store that was temporarily closed in a prior year. Monro ended the quarter with 1,116 company-operated stores and 48 franchised locations.
“The Monro team drove comparable store sales growth again in the second quarter, which has enabled us to report three consecutive quarters of positive comps for the first time in a couple of years. Further, our business generated an increase in adjusted diluted earnings per share compared to the prior year second quarter. We achieved this through solid gross margin performance, with a gross margin rate that expanded 40 basis points to 35.7% and prudent operating cost control, as reflected in lower store direct costs and good corporate expense control. For the second quarter in a row, we reduced inventory levels across the system, this time by approximately $11 million, which reflects improved inventory management. These results serve as an indication of continued progress toward building enhanced profitability in fiscal 2026”, said Peter Fitzsimmons, President and Chief Executive Officer.
Fitzsimmons continued, “While we have seen some recent softness in consumer demand which is reflected in preliminary October comps that are down 2%, we expect to deliver positive comp store sales in fiscal 2026 and we have a variety of levers to pull that we believe will enable us to achieve meaningfully higher year-over-year adjusted operating income.”
First Six Months Results
For the current six-month period:
| • | Sales decreased 0.8% to $589.9 million from $594.6 million in the same period of the prior year.<br>Comparable store sales increased 3.4%, compared to a decrease of 7.8% in the prior year period. |
|---|---|
| • | Gross margin for the six-month period was 35.6%, compared to 36.3% in the<br>prior year period. |
| --- | --- |
| • | Operating income was 1.1% of sales, compared to 4.4% of sales in the prior year period. Adjusted operating<br>income, a non-GAAP measure, was $28.0 million, or 4.7% of sales, as compared to $27.2 million, or 4.6% of sales in the prior year period. Please refer to the reconciliation of adjusted operating<br>income in the tables below for details regarding excluded items in the first six months of fiscal 2026 and 2025. Please refer to the “Non-GAAP Financial Measures” section below for a discussion of<br>this non-GAAP measure. |
| --- | --- |
| • | Net loss for the first six months of fiscal 2026 was $2.4 million, or $.10 per diluted share, as compared to<br>net income of $11.5 million, or $.37 per diluted share in the prior year period. |
| --- | --- |
| • | Adjusted diluted earnings per share, a non-GAAP measure, in the first six<br>months of fiscal 2026 was $.43. This compares to adjusted diluted earnings per share of $.39 in the first six months of fiscal 2025. Please refer to the reconciliation of adjusted net income and adjusted diluted earnings per share in the tables<br>below for details regarding excluded items in the first six months of fiscal 2026 and 2025. Please refer to the “Non-GAAP Financial Measures” section below for a discussion of these non-GAAP measures. |
| --- | --- |
Strong Financial Position
During the first half of fiscal 2026, the Company generated operating cash flow of $30 million. As of September 27, 2025, the Company had availability under its credit facility of $409.9 million and cash and equivalents of $10.5 million.
Second Quarter Fiscal 2026 CashDividend
On September 9, 2025, the Company paid a cash dividend for the second quarter of fiscal 2026 of $.28 per share.
Company Expectations
Monro is not providing fiscal 2026 financial guidance at this time but will provide perspective on its expectations for fiscal 2026 during its earnings conference call.
Earnings Conference Call and Webcast
The Company will host a conference call and audio webcast on October 29, 2025 at 8:30 a.m. Eastern Time. The conference call may be accessed by dialing 1-833-470-1428 and using the required access code of 290589. A replay will be available approximately two hours after the recording through Wednesday, November 12, 2025 and can be accessed by dialing 1-866-813-9403 and using the required access code of 794906. A replay can also be accessed via audio webcast at the Investors section of the Company’s website, located at corporate.monro.com/investors.
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 focus on sustainable growth, the Company generated approximately $1.2 billion in sales in fiscal 2025. 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 corporate.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 “continue,” “expect,” “may,” “believe,” “focus,” “will,” “plan,” 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, 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,
Comparable Store Sales
The Company defines comparable store sales as sales for locations that have been opened or owned at least one full fiscal year. The Company believes 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 the Company’s overall results are dependent upon the results of its stores.
Source: Monro, Inc.
MNRO-Fin
MONRO, INC.
Financial Highlights
(Unaudited)
(Dollars and share counts in thousands)
| Quarter Ended Fiscal<br>September | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % Change | |||||||
| Sales | $ | 288,914 | $ | 301,391 | (4.1 | )% | |||
| Cost of sales, including occupancy costs | 185,800 | 195,014 | (4.7 | )% | |||||
| Gross profit | 103,114 | 106,377 | (3.1 | )% | |||||
| Operating, selling, general and administrative expenses | 90,364 | 93,175 | (3.0 | )% | |||||
| Operating income | 12,750 | 13,202 | (3.4 | )% | |||||
| Interest expense, net | 4,350 | 5,136 | (15.3 | )% | |||||
| Other income, net | (38 | ) | (110 | ) | (65.5 | )% | |||
| Income before income taxes | 8,438 | 8,176 | 3.2 | % | |||||
| Provision for income taxes | 2,773 | 2,529 | 9.6 | % | |||||
| Net income | $ | 5,665 | $ | 5,647 | 0.3 | % | |||
| Diluted earnings per share | $ | 0.18 | $ | 0.18 | 0.0 | % | |||
| Weighted average number of diluted shares outstanding | 31,363 | 31,224 | |||||||
| Number of stores open (at end of quarter) | 1,116 | 1,272 |
MONRO, INC.
Financial Highlights
(Unaudited)
(Dollars and share counts in thousands)
| Six Months Ended Fiscal<br>September | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % Change | |||||||
| Sales | $ | 589,949 | $ | 594,573 | (0.8 | )% | |||
| Cost of sales, including occupancy costs | 379,929 | 379,010 | 0.2 | % | |||||
| Gross profit | 210,020 | 215,563 | (2.6 | )% | |||||
| Operating, selling, general and administrative expenses | 203,345 | 189,114 | 7.5 | % | |||||
| Operating income | 6,675 | 26,449 | (74.8 | )% | |||||
| Interest expense, net | 9,134 | 10,279 | (11.1 | )% | |||||
| Other income, net | (196 | ) | (201 | ) | (2.5 | )% | |||
| (Loss) income before income taxes | (2,263 | ) | 16,371 | (113.8 | )% | ||||
| Provision for income taxes | 122 | 4,861 | (97.5 | )% | |||||
| Net (loss) income | $ | (2,385 | ) | $ | 11,510 | (120.7 | )% | ||
| Diluted (loss) earnings per share | $ | (0.10 | ) | $ | 0.37 | (126.3 | )% | ||
| Weighted average number of diluted shares outstanding | 29,983 | 31,201 |
MONRO, INC.
Financial Highlights
(Unaudited)
(Dollars in thousands)
| September 27,<br>2025 | March 29,<br>2025 | |||
|---|---|---|---|---|
| Assets | ||||
| Cash and equivalents | $ | 10,468 | $ | 20,762 |
| Inventory | 160,681 | 181,467 | ||
| Other current assets | 71,686 | 75,170 | ||
| Total current assets | 242,835 | 277,399 | ||
| Property and equipment, net | 240,655 | 258,949 | ||
| Finance lease and financing obligation assets, net | 152,923 | 159,794 | ||
| Operating lease assets, net | 174,138 | 181,587 | ||
| Other non-current assets | 773,455 | 764,094 | ||
| Total assets | $ | 1,584,006 | $ | 1,641,823 |
| Liabilities and Shareholders’ Equity | ||||
| Current liabilities | $ | 511,210 | $ | 524,290 |
| Long-term debt | 60,000 | 61,250 | ||
| Long-term finance leases and financing obligations | 205,870 | 220,783 | ||
| Long-term operating lease liabilities | 156,723 | 167,523 | ||
| Other long-term liabilities | 48,518 | 47,216 | ||
| Total liabilities | 982,321 | 1,021,062 | ||
| Total shareholders’ equity | 601,685 | 620,761 | ||
| Total liabilities and shareholders’ equity | $ | 1,584,006 | $ | 1,641,823 |
MONRO, INC.
Reconciliation of Adjusted Operating Income
(Unaudited)
(Dollars in Thousands)
| Quarter Ended FiscalSeptember | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Operating Income | $ | 12,750 | $ | 13,202 | ||
| Consulting costs related to operational improvement plan | 8,264 | — | ||||
| Transition costs related to back-office optimization | 527 | 553 | ||||
| Store closing costs, net ^(a)^ | (7,561 | ) | 531 | |||
| Store impairment charges | — | 1,031 | ||||
| Net gain on sale of corporate headquarters<br>^(b)^ | — | (2,764 | ) | |||
| Adjusted Operating Income | $ | 13,980 | $ | 12,553 |
MONRO, INC.
Reconciliation of Adjusted Net Income
(Unaudited)
(Dollars in Thousands)
| Quarter Ended FiscalSeptember | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Net Income | $ | 5,665 | $ | 5,647 | ||
| Consulting costs related to operational improvement plan | 8,264 | — | ||||
| Transition costs related to back-office optimization | 527 | 553 | ||||
| Store closing costs, net ^(a)^ | (7,561 | ) | 531 | |||
| Store impairment charges | — | 1,031 | ||||
| Net gain on sale of corporate headquarters<br>^(b)^ | — | (2,764 | ) | |||
| Provision for income taxes on pre-tax adjustments ^(c)^ | (320 | ) | 177 | |||
| Adjusted Net Income | $ | 6,575 | $ | 5,175 |
MONRO, INC.
Reconciliation of Adjusted Diluted Earnings Per Share (EPS)
(Unaudited)
| Quarter Ended Fiscal<br><br><br>September | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Diluted Earnings Per Share | $ | 0.18 | $ | 0.18 | ||
| Consulting costs related to operational improvement plan | 0.19 | — | ||||
| Transition costs related to back-office optimization | 0.01 | 0.01 | ||||
| Store closing costs, net ^(a)^ | (0.18 | ) | 0.01 | |||
| Store impairment charges | — | 0.02 | ||||
| Net gain on sale of corporate headquarters<br>^(b)^ | — | (0.06 | ) | |||
| Adjusted Diluted Earnings Per Share | $ | 0.21 | $ | 0.17 |
Note: Amounts may not foot due to rounding.
MONRO, INC.
Reconciliation of Adjusted Operating Income
(Unaudited)
(Dollars in Thousands)
| Six Months Ended<br><br><br>Fiscal September | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Operating Income | $ | 6,675 | $ | 26,449 | |
| Consulting costs related to operational improvement plan | 12,986 | — | |||
| Store closing costs, net ^(a)^ | 7,255 | 712 | |||
| Transition costs related to back-office optimization | 1,098 | 1,150 | |||
| Store impairment charges | — | 1,551 | |||
| Net gain on sale of corporate headquarters<br>^(b)^ | — | (2,639 | ) | ||
| Adjusted Operating Income | $ | 28,014 | $ | 27,223 |
MONRO, INC.
Reconciliation of Adjusted Net Income
(Unaudited)
(Dollars in Thousands)
| Six Months Ended<br><br><br>Fiscal September | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Net (Loss) Income | $ | (2,385 | ) | $ | 11,510 | |
| Consulting costs related to operational improvement plan | 12,986 | — | ||||
| Store closing costs, net ^(a)^ | 7,255 | 712 | ||||
| Transition costs related to back-office optimization | 1,098 | 1,150 | ||||
| Write-off of debt issuance costs | 263 | — | ||||
| Store impairment charges | — | 1,551 | ||||
| Net gain on sale of corporate headquarters<br>^(b)^ | — | (2,639 | ) | |||
| Provision for income taxes on pre-tax adjustments ^(c)^ | (5,617 | ) | (210 | ) | ||
| Adjusted Net Income | $ | 13,600 | $ | 12,074 |
MONRO, INC.
Reconciliation of Adjusted Diluted Earnings Per Share (EPS)
(Unaudited)
| Six MonthsEnded<br><br><br>Fiscal September | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Diluted (Loss) Earnings Per Share | $ | (0.10 | ) | $ | 0.37 | |
| Consulting costs related to operational improvement plan | 0.32 | — | ||||
| Store closing costs, net ^(a)^ | 0.18 | 0.02 | ||||
| Transition costs related to back-office optimization | 0.03 | 0.03 | ||||
| Write-off of debt issuance costs | 0.01 | — | ||||
| Store impairment charges | — | 0.04 | ||||
| Net gain on sale of corporate headquarters<br>^(b)^ | — | (0.06 | ) | |||
| Adjusted Diluted Earnings Per Share | $ | 0.43 | $ | 0.39 |
Note: Amounts may not foot due to rounding.
| a) | Amounts include closing costs and asset write-offs related to the closure of 145 underperforming stores, in<br>accordance with the Store Closure Plan, net of related gains on the sale of owned locations, lease assignments and early lease terminations. |
|---|---|
| b) | Amounts include the gain on sale of the corporate headquarters building net of associated closing and<br>relocation costs. |
| --- | --- |
The adjustments to diluted EPS reflect adjusted effective tax rates of 26.0 percent and 27.3 percent for the quarter ended fiscal September 2025 and the quarter ended fiscal September 2024, respectively. The adjustments to diluted EPS reflect adjusted effective tax rates of 26.0 percent and 27.1 percent for the six months ended fiscal September 2025 and the six months ended fiscal September 2024, respectively. This represents the tax effect of non-GAAP adjustments calculated