What the changes say
- 145 underperforming stores closed, with $14.8 million of closing costs recorded in fiscal 2026’s first quarter.
- Credit Facility covenant restrictions and compliance risks receive greater emphasis, including potential limits on financing, dividends, acquisitions, and investments.
- Technology investment risk is separated into new risk 22, while risk 21 now focuses on remodeling and new-store returns.
- Climate-change and ESG risks are no longer listed.
What changed since the prior 10-K
New
- NewRisks Related to our Business
Covenants in the agreements governing our Credit Facility restrict the manner in which we conduct our business
Credit Facility covenants could restrict borrowing, investments, acquisitions, capital spending, dividends, repurchases, and the company’s ability to withstand downturns.
- NewRisks Related to our Strategic Initiatives
We are currently making, and expect to continue to make, investments in technology to improve customer experience and certain management systems. The effectiveness of these investments can be less predictable than remodeling stores and might not provide the anticipated benefits or desired rates of return
Technology investments for customer experience and management systems may fail to deliver expected benefits or returns, especially if poorly selected or integrated.
Dropped
- DroppedRisks Related to Our Common Stock
We are subject to the short- and long-term risks of climate change
- DroppedRisks Related to Our Common Stock
We may be unable to achieve the priorities and initiatives set forth in our environmental, social and governance (“ESG”) report or otherwise meet the expectations of our stakeholders with respect to ESG matters
Reworded
- 83% rewrittenRisks Related to our Strategic Initiatives
Planned store closings have resulted in acceleration of costs and future store closings could result in additional costs
The 145-store closure plan is now completed: $14.8 million of closing costs were recorded, replacing the prior year’s planned closures and $20.8 million impairment charge.
- 82% rewrittenRisks Related to our Business
our exposure to certain financial market risks, including fluctuations in interest rates associated with bank borrowings could become more significant
The risk now focuses on covenant noncompliance restricting Credit Facility draws; detailed covenant restrictions moved into new risk 10.
- 65% rewrittenRisks Related to our Strategic Initiatives
If our capital investments in remodeling existing or acquired stores, building new stores, and improving technology do not achieve appropriate returns, our competitive position, financial condition, and results of operations could be adversely affected
Technology-investment risks were removed from this item and are now addressed separately in risk 22.
- 45% rewrittenRisks Related to our Business
We depend on our relationships with our vendors for certain inventory and those vendors may be unable to perform under our existing agreements with them
Specific ATD tire-purchasing obligations and the 90% requirement were removed, while loss of a major or several suppliers was added.
- 41% rewrittenRisks Related to Our Common Stock
Provisions in our certificate of incorporation, bylaws, and shareholder rights plan may prevent or delay an acquisition of us, which could decrease the price of our common stock
The shareholder rights plan and a provision discouraging acquisitions of 17.5% or more through substantial dilution were added.
Was: Provisions in our certificate of incorporation and bylaws may prevent or delay an acquisition of us, which could decrease the price of our common stock
- 33% rewrittenLegal, Regulatory and Technological Risks
Data security breaches impacting confidential customer and/or employee information may result in penalties, negative publicity, loss of customer relationships, litigation, and increased costs, which would have a material adverse effect on our business
No substantive change appears in the provided cybersecurity risk text.
- 28% rewrittenRisks Related to Our Common Stock
The amount and frequency of our common stock repurchases and dividend payments may fluctuate or cease
Credit Facility limits were added as a factor affecting repurchases, while the Inflation Reduction Act’s 1% excise-tax example was removed.
- 22% rewrittenRisks Related to our Business
Our business may be negatively affected by the risks associated with vendor relationships and international trade
The provided text retains foreign sourcing, trade-policy, tariff, supplier-country, and shipping-route risks; the excerpt does not show further changes.
- 21% rewrittenRisks Related to Our Common Stock
Challenging financial market conditions and changes in long-term interest rates could adversely impact the funded status of our pension plan
- 21% rewrittenRisks Related to our Business
We are subject to cycles in the general economy and customers’ use of vehicles and seasonality, which may impact demand for our products and services
All 32 risk factors
Headings as the filing states them, in filing order.
Risks Related to our Business
- 01We operate in the highly competitive automotive repair industry
- 02Changes in economic conditions that impact consumer spending could harm our business
- 03We are subject to cycles in the general economy and customers’ use of vehicles and seasonality, which may impact demand for our products and services21% rewritten
- 04Adoption of electric vehicle technology may adversely affect the demand for our services
- 05Our business is affected by advances in automotive technology
- 06We depend on our relationships with our vendors for certain inventory and those vendors may be unable to perform under our existing agreements with them45% rewritten
- 07Our business may be negatively affected by the risks associated with vendor relationships and international trade22% rewritten
- 08Changes in the U.S. trade environment, including the imposition of import tariffs, could adversely affect our consolidated results of operations and cash flows
- 09If we are unable to generate sufficient cash flows from our operations, our liquidity will suffer and we may be unable to satisfy our obligations
- 10our exposure to certain financial market risks, including fluctuations in interest rates associated with bank borrowings could become more significant82% rewritten
- 11Covenants in the agreements governing our Credit Facility restrict the manner in which we conduct our businessNew
- 12plan for or react to market conditions or otherwise execute our business strategies
- 13We depend on the services of our key executives
- 14Failure to protect our brands and our reputation could have a material adverse effect on our business and results of operations
Legal, Regulatory and Technological Risks
- 15Our industry is subject to environmental, consumer protection and other regulation
- 16We are involved in litigation from time to time arising from the operation of our business and, as such, we could incur substantial judgments, fines, legal fees, or other costs
- 17Business interruptions and unavailability of products would negatively impact our store operations, which may have a material negative effect on our business
- 18Any interruption to the operability or breach of our computer systems could damage our reputation and have a material adverse effect on our business and results of operations
- 19Data security breaches impacting confidential customer and/or employee information may result in penalties, negative publicity, loss of customer relationships, litigation, and increased costs, which would have a material adverse effect on our business33% rewritten
- 20We may not have the resources or technical expertise to anticipate or prevent rapidly evolving types of cyber-attacks. Attacks have been targeted at us, our vendors, suppliers and customers, or at others who have entrusted us with information
Risks Related to our Strategic Initiatives
- 21We may not be successful in integrating new and acquired stores
- 22If our capital investments in remodeling existing or acquired stores, building new stores, and improving technology do not achieve appropriate returns, our competitive position, financial condition, and results of operations could be adversely affected65% rewritten
- 23We are currently making, and expect to continue to make, investments in technology to improve customer experience and certain management systems. The effectiveness of these investments can be less predictable than remodeling stores and might not provide the anticipated benefits or desired rates of returnNew
- 24Any impairment of goodwill, other intangible assets or long-lived assets could negatively impact our results of operations
- 25Planned store closings have resulted in acceleration of costs and future store closings could result in additional costs83% rewritten
Risks Related to Our Common Stock
- 26The amount and frequency of our common stock repurchases and dividend payments may fluctuate or cease28% rewritten
- 27The multi-class structure of our capital stock has the effect of concentrating power with holders of our Class C Convertible Preferred Stock, which severely limits the ability of our common shareholders to influence or direct the outcome of matters submitted to our shareholders for approval
- 28Provisions in our certificate of incorporation, bylaws, and shareholder rights plan may prevent or delay an acquisition of us, which could decrease the price of our common stock41% rewritten
- 29the advance notice required by our bylaws for any shareholder who wishes to bring business before a meeting of shareholders or to nominate a director for election at a meeting of shareholders
- 30The market price of our common stock may be volatile and could expose us to shareholder action including securities class action litigation
- 31We rely on an adequate supply of skilled field personnel
- 32Challenging financial market conditions and changes in long-term interest rates could adversely impact the funded status of our pension plan21% rewritten
Other Monro 10-Ks
- FY2025 10-K risk factors32 risks
Monro relies heavily on continued store acquisition success and the availability of skilled automotive technicians for growth.
Filed May 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.