v3.26.1
Share-Based Compensation
12 Months Ended
Mar. 28, 2026
Share-Based Compensation [Abstract]  
Share-Based Compensation Note 10 – Share-based Compensation

We maintain a long-term incentive plan whereby eligible employees and non-employee directors may be granted non-qualified service condition stock options, non-qualified market condition stock options, restricted stock awards, and restricted stock units. We grant share-based awards to continue to attract and retain employees and to better align employees’ interests with those of our shareholders. Monro issues new shares of Common Stock upon the exercise of stock options.

Share-based compensation expense included in cost of sales and OSG&A expense in Monro’s Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for 2026, 2025 and 2024 was $3.9 million, $4.7 million and $4.3 million, respectively, and the related income tax benefit for each year was $1.0 million, $1.2 million and $1.1 million, respectively.

Monro currently grants stock option awards, shares of restricted stock and restricted stock units under the 2007 Incentive Stock Option Plan (the “2007 Plan”), as amended and restated effective August 2017. As of March 28, 2026, there were a total of 7,116,620 shares and 2,155,873 shares that were authorized and available for grant under the 2007 Plan, respectively.

Non-Qualified Stock Options

Generally, employee options vest over a four-year period, and have a duration of six years. Outstanding options are exercisable for various periods through May 2030.

Stock Option Activity

Weighted average

Aggregate

Stock

Weighted average

Remaining Contractual

Intrinsic

Options

Exercise Price

Term (years)

Value (a)

Outstanding as of March 29, 2025

499,403

$

43.48

Granted

Exercised

Canceled

(173,356)

44.26

Outstanding as of March 28, 2026

326,047

$

43.04

3.17

$

Vested and exercisable as of March 28, 2026

215,183

$

49.17

2.88

$

(a)Total shares valued at the market price of the underlying stock as of March 28, 2026, less the exercise price.

As of March 28, 2026, the total unrecognized compensation expense related to unvested stock option awards was $0.6 million, which is expected to be recognized over a weighted average period of approximately one year. There were no options granted during 2026. The weighted average grant date fair value of options granted during 2025 and 2024 was $6.60 and $11.02, respectively. The total fair value of stock options vested during 2026, 2025 and 2024 was $0.8 million, $1.7 million and $1.4 million, respectively. There were no stock options exercised during 2026, 2025 or 2024.

Restricted Stock

Monro issues restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance stock units (“PSUs”) to certain members of management as well as non-employee directors of the Company (collectively, “restricted stock”). RSAs represent shares issued upon grant that are restricted whereas RSUs and PSUs represent shares issued upon vesting in the future. The fair value for RSAs, RSUs and PSUs are generally calculated based on the stock price on the date of grant. RSAs have voting rights and earn dividends during the vesting period. RSUs and PSUs do not have voting rights but earn dividends during the vesting period. The dividends are paid to the recipient at the time the RSA, RSU or PSU becomes vested. If the recipient leaves Monro prior to the vesting date for any reason, the shares of RSA or the shares underlying RSU or PSU, and the dividends accrued on those shares will be forfeited and returned to Monro. Generally, RSAs and RSUs vest equally over three or four years. Generally, PSUs vest at the end of three years based upon the achievement of certain performance targets.

During 2026, the Company granted RSAs, RSUs and PSUs in connection with the appointment of its new President and Chief Executive Officer, effective December 2, 2025. 26,441 RSAs will vest over one year, and 59,492 RSUs will vest equally over two years on December 31, 2026 and December 31, 2027. 178,476 PSUs may vest upon the Company’s common stock price meeting certain market conditions on December 31, 2027.

In 2024, the Company issued a limited number of PSUs to members of senior management which may vest at the end of three years upon the achievement of a three-year average return on invested capital target. In 2025, the Company issued a limited number of PSUs to members of senior management which may vest upon the achievement of a three-year average relative total shareholder return (“rTSR”) target. In 2026, the Company issued a limited number of PSUs to members of senior management, which performance vesting is split evenly between the achievement of a three-year average rTSR target and the achievement of a fiscal 2026 EBITDA target, followed by an additional two-year time-vesting period.

Non-vested Restricted Stock Activity

Weighted average

Grant-date

Restricted Shares

Fair Value per Share

Outstanding as of March 29, 2025

378,901

$

32.22

Granted

679,656

15.09

Vested

(80,851)

30.78

Forfeited

(108,769)

33.49

Outstanding as of March 28, 2026

868,937

$

19.48

As of March 28, 2026, the total unrecognized compensation expense related to unvested restricted shares was $11.4 million, which is expected to be recognized over a weighted average period of approximately two years. The weighted average grant date fair value of restricted shares granted during 2026, 2025 and 2024 was $15.09, $25.65 and $37.09, respectively. The total fair value of restricted shares vested during 2026, 2025 and 2024 was $2.5 million, $3.0 million and $3.7 million, respectively.