Business Context and Reporting Period
Company: MONRO, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: November 9, 2025
Event: Entry into a Material Definitive Agreement (Poison Pill/Shareholder Rights Plan).
On November 9, 2025, the Board of Directors declared a dividend of one Right for each outstanding share of Common Stock. The Rights are payable to holders of record as of the close of business on November 24, 2025. The Rights Agreement was executed on November 10, 2025, with Equiniti Trust Company, LLC as the rights agent.
Key Financial Metrics
This filing is a current report regarding a corporate governance action and does not contain financial performance data.
- Revenue, Profit, Cash Flow, Margins: Not provided in this filing.
- Debt and Liquidity: Not provided in this filing.
- Dividend Declaration: One Right per share of Common Stock.
- Redemption Price: $0.01 per Right (if redeemed by the Board prior to a Triggering Event).
- Exercise Price: $90.00 per Right (to purchase 1/1000th of a share of Series D Junior Participating Serial Preferred Stock).
Material Changes and Plan Mechanics
The filing details the implementation of a shareholder rights plan designed to deter unsolicited takeover attempts. Key mechanics include:
- Triggering Threshold: The plan is triggered if a person or group acquires beneficial ownership of 17.5% or more of the Common Stock (an "Acquiring Person").
- Distribution Date: Rights separate from Common Stock and become exercisable 10 days after a public announcement of an Acquiring Person or 10 business days after the commencement of a tender offer that would result in an Acquiring Person.
- Flip-In Provision: Upon a Triggering Event, holders (excluding the Acquiring Person) may exercise Rights to purchase Common Stock with a value equal to two times the Purchase Price ($180.00 value per Right).
- Flip-Over Provision: If the Company merges or sells 50% or more of its assets after a Triggering Event, Rights may be exercised to purchase common shares of the acquiring company with a value equal to two times the Purchase Price.
- Expiration: Rights expire on November 6, 2026, unless redeemed or exchanged earlier.
- Redemption: The Board may redeem the Rights at $0.01 per Right at any time prior to a Triggering Event.
Guidance, Outlook, and Risks
Management Commentary: The filing states the Rights are intended to provide a defensive mechanism against hostile takeovers. The Board retains the ability to amend the Rights Agreement prior to a Triggering Event to make provisions inapplicable to specific transactions.
Risks and Contingencies:
- Acquisition Deterrence: The plan may discourage potential acquirers from making unsolicited offers, potentially limiting opportunities for shareholders to receive a premium for their shares.
- Board Discretion: The Board has broad authority to amend the agreement or redeem the Rights, which could alter the defensive posture of the plan.
- Tax Implications: While the distribution of Rights is not taxable, stockholders may recognize taxable income if Rights become exercisable for Common Stock or are redeemed.
Investor Verification Checklist
- Verify the Record Date of November 24, 2025, to confirm eligibility for the Rights dividend.
- Review the full Rights Agreement (Exhibit 4.1) for specific definitions of "Acquiring Person" and exceptions for inadvertent acquisitions.
- Monitor for any press releases or filings indicating the Board's intent to redeem the Rights at $0.01 per share.
- Check for any amendments to the Certificate of Incorporation (Exhibit 3.1) filed on November 10, 2025, to understand the authorized Series D Preferred Stock.
- Confirm the expiration date of November 6, 2026, to assess the duration of the defensive measure.