SCHEDULE: Icahn Takes 14.79% Stake in Monro, Citing Undervaluation

Carl Icahn's entities have acquired a 14.79% stake in Monro, Inc., believing the shares are undervalued and represent an attractive investment opportunity.

Summary

• Icahn Enterprises L.P. and Carl C. Icahn (Reporting Persons) have acquired 4,439,914 shares of Monro, Inc. common stock.
• This represents approximately 14.79% of Monro, Inc.'s outstanding common stock, based on 30,019,660 shares outstanding as of October 17, 2025.
• The total acquisition cost was approximately $84.7 million.
• The Reporting Persons believe Monro's shares are undervalued and present an attractive investment opportunity.
• Funds for the acquisition came from general working capital, potentially including margin borrowing, with shares possibly pledged as collateral.
• The Reporting Persons may engage in various actions, including acquiring more shares, disposing of shares, entering into derivative transactions, and discussing operational, governance, and strategic changes with Monro's management and other shareholders.
• They may also propose board nominations, management changes, and pursue M&A or proxy contests.

Sentiment

Score: 6

Explanation: The filing indicates a significant activist investment by Carl Icahn, which is often viewed positively by the market due to the potential for value creation through strategic and operational changes. However, the recent SEC settlement involving the Reporting Persons introduces a notable negative aspect regarding their past disclosure practices.

Positives

• Reporting Persons believe Monro, Inc. shares are undervalued.
• The investment is seen as an attractive opportunity by a prominent activist investor.
• Potential for value creation through proposed operational, governance, and strategic improvements.

Negatives

• Icahn Enterprises L.P. and Carl C. Icahn recently settled with the SEC on August 19, 2024, for failing to disclose pledged securities and loan agreements in prior filings, resulting in civil penalties of $1.5 million and $500,000, respectively.
• The acquisition involved potential margin borrowing, with shares possibly pledged as collateral, which can introduce financial risk for the Reporting Persons.

Risks

• Shares of Monro, Inc. acquired by the Reporting Persons may be pledged as collateral security for margin loans.
• The Reporting Persons may enter into cash-settled equity swap agreements, increasing or decreasing their economic exposure to Monro's stock value.
• The activist stance could lead to management distraction or conflict if proposals are not aligned with the company's current strategy.

Future Outlook

The Reporting Persons intend to pursue their investment purposes by potentially acquiring or disposing of additional shares, engaging in derivative transactions, and actively engaging with Monro, Inc.'s management and board. They may propose significant changes to the company's operations, governance, management, corporate structure, capitalization, business strategy, and executive compensation, and may also suggest material business acquisitions, sales, mergers, or board nominations, including proxy contests, to enhance shareholder value.

Industry Context

This Schedule 13D filing signals a significant activist investment by Carl Icahn in Monro, Inc., a company operating in the automotive service industry. Such filings often precede periods of increased scrutiny on corporate performance, governance, and strategic direction, as activist investors typically seek to unlock perceived shareholder value. This move aligns with a broader trend of activist investors targeting companies they believe are underperforming or undervalued within their respective sectors.

Comparison to Industry Standards

• The filing does not provide specific comparisons to industry benchmarks or comparable companies. However, the activist stance taken by Carl Icahn implies a belief that Monro, Inc.'s current performance or valuation is below its potential relative to industry peers, suggesting room for operational or strategic improvements to align with or exceed industry standards.

Corporate Governance

Legal Proceedings

• Icahn Enterprises L.P. consented to an SEC order on August 19, 2024, requiring a civil penalty of $1.5 million and a cease and desist order for failing to disclose pledged securities in Forms 10-K for 2018, 2019, and 2020.
• Carl C. Icahn consented to an SEC order on August 19, 2024, requiring a civil penalty of $500,000 and a cease and desist order for failing to amend Schedule 13D filings to describe loan agreements and attach guarantees related to pledged securities.

Stakeholder Impact

• Shareholders: Potential for increased shareholder value if activist strategies are successful; potential for volatility due to activist engagement; potential for proxy contest.
• Management & Board: Increased scrutiny and pressure to perform; potential for changes in leadership or strategic direction.
• Creditors: Potential impact if changes to capital structure are proposed, though not explicitly detailed.

Next Steps

• Acquire additional shares or other securities of Monro, Inc.
• Dispose of any or all shares or other securities of Monro, Inc.
• Enter into swap or other derivative transactions related to Monro, Inc. securities.
• Engage in discussions with Monro, Inc. directors, officers, management, and other personnel regarding operations, governance, management, corporate structure, capitalization, business strategy, and executive compensation.
• Engage in discussions with other Monro, Inc. shareholders and third parties (investors, financing sources, strategic partners, analysts).
• Propose changes to Monro, Inc.'s operations, governance, management, corporate structure, capitalization, financial metrics, and business strategy.
• Propose material business acquisitions, sales, mergers, or business combinations for Monro, Inc.
• Propose or nominate candidates to serve on Monro, Inc.'s board of directors.
• Solicit proxies or consents from Monro, Inc. shareholders, potentially as part of a proxy contest or change of control.

Key Dates

Keywords

Monro Inc, Icahn Enterprises, Carl Icahn, Schedule 13D, Activist Investor, Shareholder Activism, Undervalued Stock, Corporate Governance, Investment Opportunity, Beneficial Ownership, SEC Filing