MONRO, INC.
14.79%
4,439,914
876427
610236101
Oct 28, 2025
Nov 5, 2025, 08:00 AM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Icahn Enterprises L.P. | Partnership | 14.79% | 4,439,914 | 4,439,914 | 0 |
| Carl C. Icahn | Individual | 14.79% | 4,439,914 | 4,439,914 | 0 |
Disclosure Items (7)
Common Stock, par value $0.01 per share
MONRO, INC.
295 WOODCLIFF DRIVE, SUITE 202, FAIRPORT, NY, 14450
The persons filing this statement are Icahn Enterprises L.P., a Delaware master limited partnership ("Icahn Enterprises"), and Carl C. Icahn, a citizen of the United States of America (collectively, the "Reporting Persons"). Icahn Enterprises owns the shares of the Common Stock reported herein indirectly through its subsidiary entities Icahn Partners LP, Icahn Partners Master Fund LP, and Ames Billiards, LLC.
Icahn Enterprises G.P. Inc., a Delaware corporation ("Icahn Enterprises GP"), is the general partner of Icahn Enterprises. The principal business address of Icahn Enterprises GP is 16690 Collins Avenue, PH-1, Sunny Isles Beach, FL 33160.
Mr. Icahn's present principal occupation or employment is serving as (i) the Chief Executive Officer of Icahn Capital LP, a Delaware limited partnership and a wholly owned subsidiary of Icahn Enterprises through which Mr. Icahn manages various private investment funds, (ii) Chairman of the Board of Icahn Enterprises GP, the general partner of Icahn Enterprises, a Nasdaq listed diversified holding company engaged in a variety of businesses, and (iii) Chairman of the Board and a director of each of Starfire Holding Corporation, a Delaware corporation ("Starfire"), a holding company engaged in the business of investing in and/or holding securities of various entities, and as various of Starfire's subsidiaries. Set forth below are the names, and positions of each director and each executive officer of Icahn Enterprises G.P. Inc. Each person is a citizen of the United States of America and has a business address at 16690 Collins Avenue, PH-1, Sunny Isles Beach, FL 33160. Each person's principal occupation is as an employee of one or more of Icahn Enterprises L.P., Icahn Enterprises G.P. Inc. and/or one or more of their affiliates. Name Position Denise Barton Director Nancy Dunlap Director Robert Flint Chief Accounting Officer Brett Icahn Director Carl C. Icahn Chairman Alvin B. Krongard Director Margarita Palau-Hernandez Director Joseph Pacetti Director of SEC Reporting Ted Papapostolou Director; Chief Financial Officer; Secretary Craig Pettit Vice President of Tax Administration Andrew Teno Director; President; Chief Executive Officer; Principal Executive Officer
On August 19, 2024, Icahn Enterprises and Carl C. Icahn entered into settlement agreements with the U.S. Securities and Exchange Commission (the "SEC"), in connection with its inquiry previously disclosed by Icahn Enterprises. In connection with that settlement, the SEC entered an order in an administrative proceeding that contains non-scienter based findings that Icahn Enterprises failed to disclose in its Forms 10-K for the years 2018, 2019 and 2020 that Mr. Icahn pledged Icahn Enterprises securities as collateral to secure personal margin loans as required by Item 403(b) of Regulation S-K. The order relating to Mr. Icahn contains non-scienter based findings that, while Mr. Icahn's prior Schedule 13D filings generally disclosed that he had pledged Icahn Enterprises depository units as collateral for personal margin loans, subsequent Schedule 13D filings were not amended to describe loan agreements and amendments to loan agreements or to attach guarantees as required by Items 6 and 7 of Schedule 13D. Without admitting or denying the SEC's allegations (other than with respect to the SEC's jurisdiction), under the terms of the settlements, (i) Icahn Enterprises consented to the entry of an order requiring it to pay a civil penalty of $1.5 million and to cease and desist from violations and any future violations of Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 13a-1 thereunder, and (ii) Mr. Icahn consented to the entry of an order requiring him to pay a civil penalty of $500,000 and to cease and desist from committing or causing any violations of Section 13(d)(2) of the Exchange Act and Rule 13d-2(a) thereunder.
Icahn Enterprises is a Delaware master limited partnership and Carl C. Icahn is a citizen of the United States of America.
The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 4,439,914 shares of Common Stock, which were purchased for an aggregate of approximately $84.7 million. The source of funding for the shares of the Common Stock reported herein held by the Reporting Persons was the general working capital of the respective purchasers, which may from time to time include margin borrowing in margin accounts established and maintained with one or more prime brokers and/or other third parties which extend margin credit in the ordinary course of business as and when required by the Reporting Persons for the Reporting Persons and/or their affiliates to acquire and/or hold various securities, which include the shares of the Common Stock reported herein, and the shares of the Common Stock reported herein may be pledged as collateral security for the repayment of loan amounts in such margin accounts. The margin accounts bear interest at market rates in effect from time to time. Because a variety of securities of various issuers are from time to time held in such margin accounts, it is not possible to determine the amounts, if any, of margin borrowing that may have been used to purchase the shares of the Common Stock reported herein.
The Reporting Persons may be deemed to beneficially own, in the aggregate, 4,439,914 shares of the Common Stock, representing approximately 14.79% of the Issuer's outstanding shares of the Common Stock based upon the 30,019,660 of the Common Stock stated to be outstanding by the Issuer on October 17, 2025, in the Issuer's Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on October 29, 2025.
For purposes of this Schedule 13D, each of the Reporting Persons may be deemed to have voting and dispositive power with respect to all of the shares of the Common Stock reported in this Schedule 13D.
During the past sixty (60) days, the Reporting Persons effected the following transactions in the shares of the Common Stock. All such transactions were purchases of shares of the Common Stock in open market transactions at the prices per share noted below including commissions paid. Date of Transaction Number of Securities Price Per Share ($) 10/29/2025 679,247 $15.09 10/30/2025 598,153 $14.90 10/31/2025 220,000 $14.28 11/03/2025 838,041 $14.86 11/04/2025 639,473 $15.19
Not applicable.
Not applicable.
One or more of the Reporting Persons and/or their affiliates are party to cash-settled equity swap agreements with Nomura Global Financial Products Inc. (the "Broker") with respect to the shares of the Common Stock, with reference prices and maturity dates that vary depending upon the terms of each such cash-settled equity swap agreement. Such cash-settled equity swap agreements, taken together, result in increased economic exposure of the Reporting Persons to changes in the value of the shares of the Common Stock during the period that such cash-settled equity swap agreements are in effect, and pursuant to the cash-settled equity swap agreements, either (i) the Reporting Persons (or such affiliates) will be obligated to pay to the Broker, in cash, a specified amount calculated in accordance with the terms of the applicable cash-settled equity swap agreement, which such amount will be based upon a decrease in value of the shares of the Common Stock between the date of the applicable cash-settled equity swap agreement and the maturity date set forth therein or (ii) the Broker will be obligated to pay to the Reporting Persons (or such affiliates), in cash, a specified amount calculated in accordance with the terms of the applicable cash-settled equity swap agreement, which such amount will be based upon an increase in value of the shares of the Common Stock between the date of the applicable cash-settled equity swap agreement and the maturity date set forth therein. One or more of the Reporting Persons and/or their affiliates may from time to time enter into one or more additional cash-settled equity swap agreements with the Broker, or with other third parties, that result in a further increase in the economic exposure of the Reporting Persons to changes in the value of the shares of the Common Stock, or that result in a decrease in the economic exposure of the Reporting Persons to changes in the value of the shares of the Common Stock, and which could require either that the Reporting Persons (or such affiliates) will be obligated to pay to the Broker or other third parties, in cash, or the Broker or other third parties will be required to pay to the Reporting Persons (or such affiliates), in cash, an amount based upon a decrease or increase, as applicable, in the value of the shares of the Common Stock between the date of the applicable cash-settled equity swap agreement and the maturity date set forth therein As set forth in Item 3 above, the Reporting Persons and/or their affiliates are parties to one or more prime brokerage and/or other similar agreements, including margin agreements, that provide for margin borrowing in accounts established and maintained with one or more prime brokers and/or other third parties which extend margin credit in the ordinary course of business as and when required by the Reporting Persons, which such agreements govern the shares of the Common Stock reported herein as well as a wide variety of other securities. Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of the Schedule 13D and between such persons and any person with respect to any securities of the Issuer, including any class of the Issuer's securities used as a reference security, in connection with any call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Joint Filing Agreement of the Reporting Persons.