Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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MONRO, INC. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
610236101 (CUSIP Number) |
Jesse A. Lynn COO Icahn Capital LP, 16690 Collins Avenue, PH-1 Sunny Isles Beach, FL, 33160 (305) 422-4100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 610236101 |
| 1 |
Name of reporting person
Icahn Enterprises L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,078,573.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.92 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 610236101 |
| 1 |
Name of reporting person
Carl C. Icahn | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,078,573.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.92 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
MONRO, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
295 WOODCLIFF DRIVE, SUITE 202, FAIRPORT,
NEW YORK
, 14450. | |
Item 1 Comment:
This statement constitutes Amendment No.1 to the Schedule 13D relating to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Monro, Inc., a New York corporation (the "Issuer"), and amends the Schedule 13D relating to the Shares filed on November 5, 2025 (the "Initial 13D"), on behalf of the Reporting Persons (as defined in Item 2 to the Initial 13D). Capitalized terms used herein and not otherwise defined have the respective meanings ascribed thereto in the Initial 13D. | ||
| Item 2. | Identity and Background | |
| (a) | The Reporting Persons may be deemed to beneficially own, in the aggregate, 5,078,573 shares of the Common Stock, representing approximately 16.92% of the Issuer's outstanding shares of the Common Stock based upon the 30,019,660 of the Common Stock stated to be outstanding by the Issuer on October 17, 2025, in the Issuer's Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on October 29, 2025. | |
| (b) | For purposes of this Schedule 13D, each of the Reporting Persons may be deemed to have voting and dispositive power with respect to all of the shares of the Common Stock reported in this Schedule 13D. | |
| (c) | Since the filing of the Initial 13D, the Reporting Persons effected the following transactions in the shares of the Common Stock. All such transactions were purchases of shares of the Common Stock in open market transactions at the prices per share noted below including commissions paid. Date of Transaction Number of Securities Price Per Share ($) 10/5/2025 108,270 $17.23 10/6/2025 428,967 $17.40 10/7/2025 101,422 $17.48 | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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