# MONRO, INC. (MNRO)

Informational only - not investment advice.

CIK: 0000876427
SIC: 7500 Services-Automotive Repair, Services & Parking
SIC breadcrumb: [Services](/division/I/) > [SIC Major Group 75](/major-group/75/) > [SIC 7500 Services-Automotive Repair, Services & Parking](/industry/7500/)
Latest 10-K filed: 2026-05-27
SEC page: https://www.sec.gov/edgar/browse/?CIK=876427
Filing source: https://www.sec.gov/Archives/edgar/data/876427/000087642726000007/mnro-20260328x10k.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 1157176000 | USD | 2026 | 2026-05-27 |
| Net income | 2173000 | USD | 2026 | 2026-05-27 |
| Assets | 1567977000 | USD | 2026 | 2026-05-27 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000876427.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | 1,021,511,000 | 1,127,815,000 | 1,200,230,000 | 1,256,524,000 | 1,125,721,000 | 1,359,328,000 | 1,325,382,000 | 1,276,789,000 | 1,195,334,000 | 1,157,176,000 |
| Net income | 61,526,000 | 63,935,000 | 79,752,000 | 58,024,000 | 34,319,000 | 61,568,000 | 39,048,000 | 37,571,000 | -5,182,000 | 2,173,000 |
| Operating income | 116,384,000 | 127,296,000 | 126,743,000 | 101,702,000 | 72,238,000 | 101,298,000 | 79,750,000 | 71,425,000 | 12,565,000 | 20,029,000 |
| Gross profit | 396,889,000 | 435,574,000 | 465,228,000 | 476,658,000 | 395,195,000 | 481,836,000 | 456,175,000 | 452,103,000 | 417,645,000 | 405,261,000 |
| Diluted EPS | 1.85 | 1.92 | 2.37 | 1.71 | 1.01 | 1.81 | 1.20 | 1.18 | -0.22 | 0.03 |
| Assets | 1,185,264,000 | 1,218,432,000 | 1,312,288,000 | 2,049,457,000 | 1,811,814,000 | 1,871,412,000 | 1,776,877,000 | 1,692,814,000 | 1,641,823,000 | 1,567,977,000 |
| Liabilities | 604,010,000 | 589,956,000 | 612,778,000 | 1,315,017,000 | 1,062,130,000 | 1,088,506,000 | 1,081,955,000 | 1,036,039,000 | 1,021,062,000 | 976,504,000 |
| Stockholders' equity | 581,254,000 | 628,476,000 | 699,510,000 | 734,440,000 | 749,684,000 | 782,906,000 | 694,922,000 | 656,775,000 | 620,761,000 | 591,473,000 |
| Cash and cash equivalents | 8,995,000 | 1,909,000 | 6,214,000 | 345,476,000 | 29,960,000 | 7,948,000 | 4,884,000 | 6,561,000 | 20,762,000 | 14,633,000 |
| Net margin | 6.02% | 5.67% | 6.64% | 4.62% | 3.05% | 4.53% | 2.95% | 2.94% | -0.43% | 0.19% |
| Operating margin | 11.39% | 11.29% | 10.56% | 8.09% | 6.42% | 7.45% | 6.02% | 5.59% | 1.05% | 1.73% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000876427.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2023-Q1 | 2022-06-25 |  |  | 0.37 | reported discrete quarter |
| 2023-Q2 | 2022-09-24 |  |  | 0.40 | reported discrete quarter |
| 2023-Q3 | 2022-12-24 |  |  | 0.41 | reported discrete quarter |
| 2024-Q1 | 2023-06-24 | 326,968,000 | 8,829,000 | 0.28 | reported discrete quarter |
| 2024-Q2 | 2023-09-23 | 322,091,000 | 12,872,000 | 0.40 | reported discrete quarter |
| 2024-Q3 | 2023-12-23 | 317,653,000 | 12,170,000 | 0.38 | reported discrete quarter |
| 2024-Q4 | 2024-03-30 | 310,077,000 | 3,700,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2024-06-29 | 293,182,000 | 5,863,000 | 0.19 | reported discrete quarter |
| 2025-Q2 | 2024-09-28 | 301,391,000 | 5,647,000 | 0.18 | reported discrete quarter |
| 2025-Q3 | 2024-12-28 | 305,769,000 | 4,583,000 | 0.15 | reported discrete quarter |
| 2025-Q4 | 2025-03-29 | 294,992,000 | -21,275,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2025-06-28 | 301,035,000 | -8,050,000 | -0.28 | reported discrete quarter |
| 2026-Q2 | 2025-09-27 | 288,914,000 | 5,665,000 | 0.18 | reported discrete quarter |
| 2026-Q3 | 2025-12-27 | 293,387,000 | 11,139,000 | 0.35 | reported discrete quarter |
| 2026-Q4 | 2026-03-28 | 273,839,000 | -6,581,000 |  | derived Q4 = FY annual - nine-month YTD |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/876427/000087642726000004/mnro-20251227x10q.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-01-28
Report date: 2025-12-27

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Recent Developments

On November 9, 2025, the Board of Directors approved the adoption of a limited-duration shareholder rights plan (the “Rights Plan”), intended to protect the best interests of all Company shareholders and enable them to realize the full potential value of their investment in the Company. The Rights Plan is designed to reduce the likelihood that any entity, person or group would gain control of the Company through the open-market or other accumulation of the Company’s shares without appropriately compensating all shareholders for control. The Rights Plan is not intended to prevent or interfere with any attempt to purchase the entire Company. It is also not intended to prevent or interfere with any action with respect to the Company that the Board determines to be in the best interests of the Company and its shareholders. Instead, it will position the Board to fulfill its fiduciary duties on behalf of all shareholders by ensuring that the Board has sufficient time to make informed judgments about any attempts to control or significantly influence the Company. The Rights Plan will encourage anyone seeking to gain a significant interest in the Company to negotiate directly with the Board prior to attempting to control or significantly influence the Company. Pursuant to the Rights Plan, the Company issued one right for each common share outstanding as of the close of business on November 24, 2025. The rights will initially trade with the Company’s common stock and will generally become exercisable only if an entity, person or group acquires beneficial ownership of 17.5% or more of the Company’s outstanding shares (the “triggering percentage”). Under the Rights Plan, any person that owns more than the triggering percentage as of the adoption of the Rights Plan may continue to own its shares of common stock but may not acquire any additional shares without triggering the Rights Plan. The Rights Plan has a one-year duration, expiring on November 6, 2026. The Board of Directors may consider an earlier termination of the Rights Plan as circumstances warrant. See additional discussion related to the Rights Plan in Note 11 to our consolidated financial statements.

On May 23, 2025, following an evaluation of market segmentation and demographic data specific to geographic areas where our stores are located, our Board of Directors approved a plan to close 145 underperforming stores that we identified to have failed to maintain an acceptable level of profitability (the “Store Closure Plan”). These stores were closed during the first quarter of fiscal 2026 and $14.8 million of net store closing costs were recorded during the quarter ended June 28, 2025. During the nine months ended December 27, 2025, the Company sold 25 owned stores and related equipment. We received net proceeds of $17.4 million and recorded a net gain of $9.1 million. Additionally, the Company assigned 35 leases to third parties and early terminated 22 leases. We received net proceeds of $5.4 million and recorded a net gain of $12.0 million, which included the derecognition of lease liabilities. The total net gain of $21.1 million was recorded in operating, selling, general and administrative expenses in our Consolidated Statements of Income and Comprehensive Income for the nine months ended December 27, 2025.

As a result, net gain on closings included in operating, selling, general and administrative expenses in our Consolidated Statements of Income and Comprehensive Income was $6.3 million for the nine months ended December 27, 2025. Net store closing costs/net gain on closings represent expected costs to be incurred related to the vacating of stores, utilities, real estate taxes, maintenance, other on-going costs related to the properties, and the disposal of inventory and other store assets, net of gains on early lease terminations, lease assignments and sales of owned locations. See additional discussion related to the Store Closure Plan in Note 1 to our consolidated financial statements.

On December 2, 2025, the Company entered into an employment agreement with Peter Fitzsimmons whereby he will continue to serve as the President and Chief Executive Officer and appointed him as a member of the Board of Directors. Prior to December 2, 2025, Mr. Fitzsimmons served as the President and Chief Executive Officer, pursuant to an engagement letter between the Company and AP Services, LLC, an affiliate of AlixPartners, LLP (“AlixPartners”). Following Mr. Fitzsimmons’ departure from AlixPartners, on December 23, 2025 the Company and AlixPartners entered into a master service agreement pursuant to which AlixPartners will be able to serve promptly in consulting roles as needed at its standard engagement rates to support the development and implementation of the Company’s long-term growth strategy to improve the Company’s financial performance. See additional discussion in Note 13 to our consolidated financial statements.

Financial Summary

Third quarter 2026 included the following notable items:

Diluted earnings per common share (“EPS”) was $0.35.

Adjusted diluted EPS, a non-GAAP measure, was $0.16.

Sales decreased 4.0 percent, due to closed stores partially offset by higher comparable store sales.

Comparable store sales increased 1.2 percent from the prior year period.

Operating income was $18.6 million.

Adjusted operating income, a non-GAAP measure, was $10.3 million.

Monro, Inc. Q3 2026 Form 10-Q

17

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

Net income was $11.1 million.

Adjusted net income, a non-GAAP measure, was $5.0 million.

Earnings Per Common Share

Three Months Ended

Nine Months Ended

December 27, 2025

December 28, 2024

Change

December 27, 2025

December 28, 2024

Change

Diluted EPS

$

0.35 

$

0.15

133.3 

%

$

0.26 

$

0.52

(50.0)

%

Adjustments

(0.19)

0.04 

0.32 

0.05

Adjusted diluted EPS

$

0.16 

$

0.19

(15.8)

%

$

0.58 

$

0.57

1.8 

%

Adjusted operating income, adjusted net income and adjusted diluted EPS, each of which is a measure not derived in accordance with GAAP, exclude the impact of certain items. Management believes that adjusted operating income, adjusted net income and adjusted diluted EPS are useful in providing period-to-period comparisons of the results of our operations by excluding certain items that are not part of our core operations, such as consulting costs related to the Company’s Operational Improvement Plan, transition costs related to back-office optimization, costs related to shareholder matters, store impairment charges, write-off of debt issuance costs, litigation reserve costs, store closing costs, net of gains on sales of closed stores, lease assignments and early lease terminations, and gain on sale of corporate headquarters net of closing and relocation costs. Reconciliations of these non-GAAP financial measures to GAAP measures are provided beginning on page 20 under “Non-GAAP Financial Measures.”

We define comparable store sales as sales for locations that have been opened or owned at least one full fiscal year. We believe this period is generally required for new store sales levels to begin to normalize. Management uses comparable store sales to assess the operating performance of the Company’s stores and believes the metric is useful to investors because our overall results are dependent upon the results of our stores. Comparable sales measures vary across the retail industry. Therefore, our comparable store sales calculation is not necessarily comparable to similarly titled measures reported by other companies.

Analysis of Results of Operations

Summary of Operating Income

Three Months Ended

Nine Months Ended

(thousands)

December 27, 2025

December 28, 2024

Change

December 27, 2025

December 28, 2024

Change

Sales

$

293,387 

$

305,769 

(4.0)

%

$

883,337 

$

900,342 

(1.9)

%

Cost of sales, including occupancy costs

191,020 

200,966 

(4.9)

570,950 

579,976 

(1.6)

Gross profit

102,367 

104,803 

(2.3)

312,387 

320,366 

(2.5)

Operating, selling, general and administrative expenses

83,797 

94,840 

(11.6)

287,142 

283,954 

1.1 

Operating income

$

18,570 

$

9,963 

86.4 

%

$

25,245 

$

36,412 

(30.7)

%

Sales

Sales include automotive undercar repair, tire replacement and tire related service sales, net of discounts, returns, and revenue from the sale of warranty agreements and commissions earned from the delivery of tires. See Note 7 to our consolidated financial statements for further information. We use comparable store sales to evaluate the performance of our existing stores by measuring the change in sales for a period over the comparable, prior-year period. There were 89 selling days in each of the three months ended December 27, 2025 and December 28, 2024, and 270 selling days in each of the nine months ended December 27, 2025 and December 28, 2024.

Sales growth – from both comparable store sales and new stores – represents an important driver of our long-term profitability. We expect that comparable store sales growth will significantly impact our total sales growth. We believe that our ability to successfully differentiate our customers’, often referred to as “guests”, experience through a careful combination of merchandise assortment, price strategy, convenience, and other factors will, over the long-term, drive both increasing guest traffic and the average ticket amount spent.

Sales

Three Months Ended

Nine Months Ended

(thousands)

December 27, 2025

December 28, 2024

December 27, 2025

December 28, 2024

Sales

$

293,387 

$

305,769 

$

883,337 

$

900,342 

Dollar change compared to prior year

$

(12,382)

$

(17,005)

Percentage change compared to prior year

(4.0)

%

(1.9)

%

The sales decrease was due to closed stores partially offset by an increase in comparable store sales. The following table shows the primary drivers of the change in sales for the three months and nine months ended December 27, 2025, as compared to the same periods ended December 28, 2024.

Monro, Inc. Q3 2026 Form 10-Q

18

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

Sales Percentage Change

Three Months Ended

Nine Months Ended

December 27, 2025

December 27, 2025

Sales change

(4.0)

%

(1.9)

%

Primary drivers of change in sales

Closed store sales

(5.2)

%

(4.5)

%

Comparable store sales

1.2 

%

2.6 

%

During the three months ended December 27, 2025, comparable store sales increased in our front end/shocks category and our tires category. During the nine months ended December 27, 2025, comparable store sales increased in our front end/shocks, tires, brakes and maintenance service categories, each of which experienced declines during the nine months ended December 28, 2024. The following table shows the primary drivers of the comparable store product category sales change for the three months and nine months ended December 27, 2025, as compared to the same periods ended December 28, 2024.

Comparable Store Product Category Sales Change (a)

Three Months Ended

Nine Months Ended

December 27, 2025

December 28, 2024

December 27, 2025

December 28, 2024

Front end/shocks

7 

%

6 

%

17 

%

(5)

%

Tires

5 

%

(1)

%

3 

%

(4)

%

Brakes

(1)

%

(6)

%

5 

%

(10)

%

Maintenance service

(2)

%

(2)

%

1 

%

(6)

%

Alignment

(13)

%

13 

%

(7)

%

1 

%

Batteries

(16)

%

30 

%

(12)

%

16 

%

(a)The comparable store product category sales change for the three and nine months ended December 28, 2024, are adjusted for selling days.

Sales by Product Category

Three Months Ended

Nine Months Ended

December 27, 2025

December 28, 2024

December 27, 2025

December 28, 2024

Tires

51 

%

50 

%

48 

%

49 

%

Maintenance service

26 

26 

27 

27 

Brakes

12 

12 

13 

13 

Steering (a)

8 

8 

9 

8 

Bat

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

We continue to make strategic investments to support our operating and financial model designed to drive sustainable sales and profit growth. We have done this through our investment strategy focused on improving guest experience, enhancing customer-centric engagement, optimizing product and service offerings, and accelerating productivity and team engagement.

Recent Developments

On November 9, 2025, the Board of Directors approved the adoption of a limited-duration shareholder rights plan (The “Rights Plan”), intended to protect the best interests of all Company shareholders and enable them to realize the full potential value of their investment in the Company. The Rights Plan is designed to reduce the likelihood that any entity, person or group would gain control of the Company through the open-market or other accumulation of the Company’s shares without appropriately compensating all shareholders for control. The Rights Plan is not intended to prevent or interfere with any attempt to purchase the entire Company. It is also not intended to prevent or interfere with any action with respect to the Company that the Board determines to be in the best interests of the Company and its shareholders. Instead, it will position the Board to fulfill its fiduciary duties on behalf of all shareholders by ensuring that the Board has sufficient time to make informed judgements about any attempts to control or significantly influence the Company. The Rights Plan will encourage anyone seeking to gain a significant interest in the Company to negotiate directly with the Board prior to attempting to control or significantly influence the Company. Pursuant to the Rights Plan, the Company issued one right for each common share outstanding, as of the close of business on November 24, 2025. The rights will initially trade with the Company’s common stock and will generally become exercisable only if an entity, person or group acquires beneficial ownership of 17.5% or more of the Company’s outstanding shares (the “triggering event”). Under the Rights Plan, any person that owns more than the triggering percentage as of the adoptions of the Rights Plan may continue to own its shares of common stock but may not acquire any additional shares without triggering the Rights Plan. The Rights Plan has a one-year duration, expiring on November 6, 2026. The Board of Directors may consider an earlier termination of the Rights Plan as circumstances warrant. See additional discussion related to the Rights Plan in Note 17 to our consolidated financial statements.

In connection with Mr. Fitzsimmons’ appointment as President and Chief Executive Officer as of March 28, 2025, the Company entered into a consulting agreement with AlixPartners, LLP (“AlixPartners”) as of March 28, 2025, pursuant to which AlixPartners assessed the Company’s operations to develop a plan to improve the Company’s financial performance. On December 2, 2025, the Company entered into an employment agreement with Peter Fitzsimmons whereby he will continue to serve as our President and Chief Executive Officer and appointed him as a member of the Board of Directors. Prior to December 2, 2025, Mr. Fitzsimmons served as the President and Chief Executive Officer, pursuant to an engagement letter between the Company and AP Services, LLC, an affiliate of AlixPartners. Following Mr. Fitzsimmons’ departure from AlixPartners, on December 23, 2025 the Company and AlixPartners entered into a master service agreement pursuant to which AlixPartners will be able to serve promptly in consulting roles as needed at its standard engagement rates to support the development and implementation of the Company’s long-term growth strategy to improve the Company’s financial performance. See additional discussion in Note 16 to our consolidated financial statements.

On May 23, 2025, following an evaluation of market segmentation and demographic data specific to geographic areas where our stores are located, our Board of Directors approved a plan to close 145 underperforming stores that we identified to have failed to maintain an acceptable level of profitability (the “Store Closure Plan”). These stores were closed and $14.8 million of closing costs were recorded during the first quarter of fiscal 2026. As of March 28, 2026, the Company had a remaining liability of $3.7 million, representing such costs to be settled in future periods, with $1.8 million and $1.9 million included within Other current liabilities and Other long-term liabilities in our Consolidated Balance Sheets, respectively. We expect these costs to be settled within the next one to five years.

As of March 28, 2026, the Company sold 26 owned stores and related equipment. We received net proceeds of $19.7 million and recorded a net gain of $9.9 million. Additionally, the Company assigned 36 leases to third parties and early terminated 32 leases. We received net proceeds of $5.6 million and recorded a net gain of $12.2 million, which included the derecognition of lease liabilities.

The net gain of $7.3 million was recorded in operating, selling, general and administrative expenses in our Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the year ended March 28, 2026. Net store closing costs/net gains on closings represent expected costs to be incurred related to the vacating of stores, utilities, real estate taxes, maintenance, other on-going costs related to the properties, and the disposal of inventory and other store assets, net of gains on early lease terminations, lease assignments and sales of owned locations. See additional discussion in Note 1 to our consolidated financial statements.

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On May 21, 2026, we entered into an amendment (the “Sixth Amendment”) to our Credit Facility, which, among other things, amends the terms of certain of the financial and restrictive covenants in the credit agreement to provide us with additional flexibility to operate our business. See additional discussion under Part II, Item 9B, “Other Information”, and Note 6 to our consolidated financial statements.

Economic Conditions

The United States economy has experienced significant inflation and rising energy costs during fiscal 2025 and fiscal 2026 and there are market expectations that consumer prices may remain at elevated levels for a sustained period. In addition, labor availability has continued to be constrained and market labor costs have continued to increase. These conditions may give rise to an economic slowdown, and perhaps a recession, and could further increase our costs and/or impact our revenues. It is unclear whether the current economic conditions and government responses to these conditions, including inflation, rising energy costs, tariffs, changing interest rates, and geopolitical uncertainty, will result in an economic slowdown or recession in the United States. If that occurs, demand for our products and services may further decline, possibly significantly, which may significantly and adversely impact our business, results of operations and financial position.

Financial Summary

Fiscal 2026 included the following notable items:

Diluted earnings per common share (“EPS”) was $0.03.

Adjusted diluted earnings per common share, a non-GAAP measure, was $0.42.

Sales decreased 3.2 percent, due to closed stores partially offset by higher comparable store sales.

Comparable store sales increased 1.4 percent from the prior year.

Operating income of $20.0 million was 59.4 percent higher than the prior year.

Adjusted operating income, a non-GAAP measure, was $35.8 million.

Net income was $2.2 million. 

Adjusted net income, a non-GAAP measure, was $14.0 million.

Earnings Per Common Share

Percent Change

2026

2025

2026/2025

Diluted earnings (loss) per common share

$

0.03

$

(0.22)

113.6

%

Adjustments

0.39

0.70

Adjusted diluted earnings per common share

$

0.42

$

0.48

(12.5)

%

Adjusted operating income, adjusted net income and adjusted diluted EPS, each of which is a measure not derived in accordance with generally accepted accounting principles in the U.S. (“GAAP”), exclude the impact of certain items. Management believes that adjusted operating income, adjusted net income and adjusted diluted EPS are useful in providing period-to-period comparisons of the results of our operations by excluding certain items that are not part of our core operations, such as consulting costs related to the Company’s Operational Improvement Plan, transition costs related to back-office optimization, costs related to shareholder matters, management restructuring/transition costs, store impairment charges, write-off of debt issuance costs, litigation reserve costs, gain on sale of corporate headquarters net of closing and relocation costs, and net of gains (losses) on sales of closed stores, lease assignments and early lease terminations. Reconciliations of these non-GAAP financial measures to GAAP measures are provided beginning on page 28 under “Non-GAAP Financial Measures.”

We define comparable store sales as sales for locations that have been opened or owned at least one full fiscal year. We believe this period is generally required for new store sales levels to begin to normalize. Management uses comparable store sales to assess the operating performance of the Company’s stores and believes the metric is useful to investors because our overall results are dependent upon the results of our stores. Comparable sales measures vary across the retail industry. Therefore, our comparable store sales calculation is not necessarily comparable to similarly titled measures reported by other companies.

Analysis of Results of Operations

Summary of Operating Income

Percent Change

(thousands)

2026

2025

2026/2025

Sales

$

1,157,176

$

1,195,334

(3.2)

%

Cost of sales, including occupancy costs

751,915

777,689

(3.3)

Gross profit

405,261

417,645

(3.0)

Operating, selling, general and administrative expenses

385,232

405,080

(4.9)

Operating income

$

20,029

$

12,565

59.4

%

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We have elected to omit discussion on the earliest of the three years covered by the consolidated financial statements presented. The discussion of our fiscal 2025 performance compared to our fiscal 2024 performance and our financial condition as of March 29, 2025 is incorporated herein by reference to Part I, Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in our Form 10-K for the fiscal year ended March 29, 2025, filed on May 28, 2025. 

Sales

Sales include automotive undercar repair, tire replacement and tire related service sales, net of discounts, returns, etc., and revenue from the sale of warranty agreements and commissions earned from the delivery of tires. See Note 7 to the Company’s consolidated financial statements for additional information. We use comparable store sales to evaluate the performance of our existing stores by measuring the change in sales for a period over the comparable, prior-year period. There were 361 selling days in both 2026 and 2025.

Sales growth – from both comparable store sales and new stores – represents an important driver of our long-term profitability. We expect that comparable store sales growth will significantly impact our total sales growth. We believe that our ability to successfully differentiate our guests’ experience through a careful combination of merchandise assortment, price strategy, convenience, and other factors will, over the long-term, drive both increasing guest traffic and the average ticket amount spent.

Sales

(thousands)

2026

2025

Sales

$

1,157,176

$

1,195,334

Dollar change compared to prior year

$

(38,158)

Percentage change compared to prior year

(3.2)

%

The sales decrease was due to closed stores partially offset by an increase in comparable store sales. The following table shows the primary drivers of the change in sales between 2026 and 2025.

Sales Percentage Change

2026

Sales change

(3.2)

%

Primary drivers of change in sales

Closed store sales

(4.6)

%

Comparable stores sales

1.4

%

During the year ended March 28, 2026, comparable store sales increased in front end/shocks, brakes and tires. The following table shows the primary drivers of the comparable store product category sales change for 2026 compared to 2025.

Comparable Store Product Category Sales Change (a)

2026

2025

Front end/shocks

12

%

2

%

Brakes

4

%

(8)

%

Tires

2

%

(3)

%

Maintenance Service

0

%

(4)

%

Alignment

(6)

%

0

%

Batteries

(9)

%

19

%

(a) Comparable store product category sales changes are adjusted for selling days for the year ended March 29, 2025, as there were fewer selling days in fiscal 2025 than fiscal 2024.

Sales by Product Category

2026

2025

Tires

48

%

47

%

Maintenance Service

27

28

Brakes

13

13

Steering (a)

9

9

Batteries

2

2

Other

1

1

Total

100

%

100

%

(a) Steering product category includes front end/shocks and alignment product category sales.

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Change in Number of Stores

2026

Beginning store count

1,260

Opened (a)

1

Closed (b)

(146)

Ending store count

1,115

(a)We reopened a store that was temporarily closed in a prior year.

(b)Includes 145 stores closed in the first quarter of fiscal 2026 as a result of the Store Closure Plan.

Cost of Sales and Gross Profit

Gross Profit

(thousands)

2026

2025

Gross profit

$

405,261

$

417,645

Percentage of sales

35.0

%

34.9

%

Dollar change compared to prior year

$

(12,384)

Percentage change compared to prior year

(3.0)

%

Gross profit, as a percentage of sales, increased approximately 10 basis points (“bps”) in 2026 as compared to the prior year. The increase in gross profit, as a percentage of sales, was primarily due to decreased occupancy costs as a percentage of sales, as we gained leverage on these largely fixed costs as a result of the Store Closure Plan and higher comparable store sales. This was partially offset by an increase in technician labor costs, primarily due to wage inflation.

Gross Profit as a Percentage of Sales Change

2026

Gross profit change

10

bps

Drivers of change in gross profit as a percentage of sales

Occupancy costs

60

bps

Technician labor costs

(50)

bps

Operating, Selling, General and Administrative Expenses (“OSG&A”)

OSG&A

(thousands)

2026

2025

Operating, Selling, General and Administrative Expenses

$

385,232

$

405,080

Percentage of sales

33.3

%

33.9

%

Dollar change compared to prior year

$

(19,848)

Percentage change compared to prior year

(4.9)

%

The decrease of $19.8 million in OSG&A expenses from the prior year is primarily due to a decrease in costs from closed stores and a decrease in store impairment charges, partially offset by increased store advertising costs and consulting costs related to our Operational Improvement Plan. The following table shows the change in OSG&A expenses for 2026 compared to 2025.

\

OSG&A Expenses Change

(thousands)

2026

OSG&A expenses change

$

(19,848)

Drivers of change in OSG&A expenses

Decrease from closed stores

$

(25,064)

Decrease in store impairment charges

$

(24,081)

Decrease in store closing costs, net of gains on sales of closed stores, lease assignments and early lease terminations

$

(8,493)

Decrease from management restructuring/transition costs

$

(1,778)

Decrease in litigation reserve

$

(650)

Decrease from transition costs related to back-office optimization

$

(78)

Increase from costs related to shareholder matters

$

274

Increase from net gain on sale of corporate headquarters

$

2,508

Increase from comparable stores

$

3,078

Increase in store advertising costs

$

14,134

Increase in consulting costs related to the Operational Improvement Plan

$

20,302

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Other Performance Factors

Net Interest Expense

Net interest expense of $17.2 million for 2026 decreased $1.7 million as compared to the prior year and decreased as a percentage of sales from 1.6 percent to 1.5 percent. Weighted average debt outstanding for 2026 decreased by approximately $42.9 million as compared to 2025. This decrease is primarily related to lower finance lease debt related to our stores as well as lower debt outstanding under the Credit Facility. The weighted average interest rate increased approximately 10 basis points from the prior year due primarily to an increase in the Credit Facility’s floating borrowing rate.

Provision for Income Taxes

Our effective income tax rate was 29.9 percent for 2026 compared to 12.4 percent for 2025. The change in the effective tax rate for 2026 is primarily related to a decrease in valuation allowances as well as the impact from a decrease in unrecognized tax benefits and tax expense related to share-based compensation and other adjustments, none of which are significant, on the change in pre-tax income (loss). See Note 8 to the Company’s consolidated financial statements for additional information.

On July 4, 2025, the “H.R.1: One Big Beautiful Bill Act” (OBBBA) became law. The OBBBA contains a broad range of tax reform provisions with various effective dates affecting business taxpayers. The legislation did not have a material impact on our consolidated financial statements for the year ending March 28, 2026.

Non-GAAP Financial Measures

In addition to reporting operating income, net income and diluted EPS, which are GAAP measures, this Form 10-K includes adjusted operating income, adjusted net income and adjusted diluted EPS, which are non-GAAP financial measures. We have included reconciliations to adjusted operating income, adjusted net income and adjusted diluted EPS from our most directly comparable GAAP measures, operating income, net income, and diluted EPS, below. Management views these non-GAAP financial measures as indicators to better assess comparability between periods because management believes these non-GAAP financial measures reflect our core business operations while excluding certain items that are not part of our core operations, such as consulting costs related to the Company’s Operational Improvement Plan, transition costs related to back-office optimization, costs related to shareholder matters, management restructuring/transition costs, store impairment charges, write-off of debt issuance costs, litigation reserve costs, gain on sale of corporate headquarters net of closing and relocation costs, and net of gains (losses) on sales of closed stores, lease assignments and early lease terminations.

These non-GAAP financial measures are not intended to represent, and should not be considered more meaningful than, or as an alternative to, their most directly comparable GAAP measures. These non-GAAP financial measures may be different from similarly titled non-GAAP financial measures used by other companies.

Adjusted operating income is summarized as follows:

Reconciliation of Adjusted Operating Income

(thousands)

2026

2025

Operating income

$

20,029

$

12,565

Consulting costs related to the Operational Improvement Plan

20,302

—

Transition costs related to back-office optimization

2,185

2,263

Store impairment charges

274

24,355

Costs related to shareholder matters

274

—

Management restructuring/transition costs (a)

—

1,778

Litigation reserve

—

650

Net gain on sale of corporate headquarters (b)

—

(2,508)

Store closing costs, net (c)

(7,290)

1,203

Adjusted operating income

$

35,774

$

40,306

(a)Costs incurred in connection with restructuring and elimination of certain management positions.

(b)Gain on sale of the corporate headquarters building net of associated closing and relocation costs.

(c)Amounts in fiscal 2026 include the closing costs and asset write-offs related to the closure of 145 underperforming stores, in accordance with the Store Closure Plan, net of related gains on the sale of owned locations, lease assignments and early lease terminations.

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Adjusted net income is summarized as follows:

Reconciliation of Adjusted Net Income

(thousands)

2026

2025

Net income (loss)

$

2,173

$

(5,182)

Consulting costs related to the Operational Improvement Plan

20,302

—

Transition costs related to back-office optimization

2,185

2,263

Store impairment charges

274

24,355

Costs related to shareholder matters

274

—

Write-off of debt issuance costs

263

—

Management restructuring/transition costs (a)

—

1,778

Litigation reserve

—

650

Net gain on sale of corporate headquarters (b)

—

(2,508)

Store closing costs, net (c)

(7,290)

1,203

Provision for income taxes on pre-tax adjustments

(4,163)

(6,935)

Adjusted net income

$

14,018

$

15,624

(a)Costs incurred in connection with restructuring and elimination of certain management positions.

(b)Gain on sale of the corporate headquarters building net of associated closing and relocation costs.

(c)Amounts in fiscal 2026 include the closing costs and asset write-offs related to the closure of 145 underperforming stores, in accordance with the Store Closure Plan, net of related gains on the sale of owned locations, lease assignments and early lease terminations.

Adjusted diluted EPS is summarized as follows:

Reconciliation of Adjusted Diluted EPS

2026

2025

Diluted EPS

$

0.03

$

(0.22)

Consulting costs related to the Operational Improvement Plan

0.50

—

Transition costs related to back-office optimization

0.05

0.06

Store impairment charges

0.01

0.61

Costs related to shareholder matters

0.01

—

Write-off of debt issuance costs

0.01

—

Management restructuring/transition costs (a)

—

0.04

Litigation reserve

—

0.02

Net gain on sale of corporate headquarters (b)

—

(0.06)

Store closing costs, net (c)

(0.18)

0.03

Adjusted diluted EPS

$

0.42

$

0.48

(a)Costs incurred in connection with restructuring and elimination of certain management positions.

(b)Gain on sale of the corporate headquarters building net of associated closing and relocation costs.

(c)Amounts in fiscal 2026 include the closing costs and asset write-offs related to the closure of 145 underperforming stores, in accordance with the Store Closure Plan, net of related gains on the sale of owned locations, lease assignments and early lease terminations.

Note: The calculation of the impact of non-GAAP adjustments on diluted EPS is performed on each line independently. The table may not add down by +/- $0.01 due to rounding.

The other adjustments to diluted EPS reflect adjusted effective tax rates of 26.0 percent and 25.0 percent for 2026 and 2025, respectively. This represents the tax effect of non-GAAP adjustments calculated at an estimated blended statutory tax rate. See adjustments from the Reconciliation of Adjusted Net Income table above for pre-tax amounts.

Analysis of Financial Condition

Liquidity and Capital Resources

Capital Allocation

We expect to continue to generate positive operating cash flow as we have done in each of the last three fiscal years. We believe the cash we generate from our operations will allow us to continue to support business operations and pay down debt. Additionally, we intend to return cash to our shareholders through our dividend program.

In addition, because we believe a portion of our future expenditures will be to fund our growth, through acquisition of retail stores and/or opening greenfield stores, we continually evaluate our cash needs and may decide it is best to fund the growth of our business through

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MANAGEMENT’S DISCUSSION AND ANALYSIS

borrowings on our Credit Facility. Conversely, we may also periodically determine that it is in our best interests to voluntarily repay certain indebtedness early.

Dividends

We declared dividends of $1.12 per share totaling $35.0 million in 2026 and $34.9 million in 2025.

Share Repurchases

We did not repurchase any shares during fiscal 2026 or 2025. For details regarding our share repurchase program, see Part II, Item 5, “Market for the Company's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of this report.

Working Capital Management

As of March 28, 2026, we had a working capital deficit of $281.2 million, an increase from $246.9 million as of March 29, 2025. The overall working capital deficit is a result of our supply chain finance program. We have agreed to contractual payment terms and conditions with our suppliers. As part of our working capital management, we facilitate a voluntary supply chain finance program to provide our suppliers with the opportunity to sell receivables due from the Company to a participating financial institution subject to the independent discretion of both the supplier and participating financial institution. For details regarding our supplier finance program, see Note 15 to our consolidated financial statements.

Future Cash Requirements

We enter into contractual obligations in the ordinary course of business that may require future cash payments. Such obligations include, but are not limited to, debt service and leasing arrangements. The timing and nature of these obligations are expected to have an impact on our liquidity and capital requirements in future periods.

Contractual Obligations

Commitments as of March 28, 2026 Due by Period

Within

2 to

4 to

After

(thousands)

Total

1 Year

3 Years

5 Years

5 Years

Principal payments on long-term debt

$

60,000

$

—

$

60,000

$

—

$

—

Finance lease commitments/financing obligations (a)

278,576

46,289

81,308

58,728

92,251

Operating lease commitments (a)

229,907

47,571

76,490

48,277

57,569

Total

$

568,483

$

93,860

$

217,798

$

107,005

$

149,820

(a) Finance and operating lease commitments represent future undiscounted lease payments and include $44.7 million and $28.7 million, respectively, related to options to extend lease terms that are reasonably certain of being exercised.

Sources and Conditions of Liquidity

Our sources to fund our material cash requirements are predominantly cash from operations, availability under our Credit Facility, and cash and equivalents on hand. 

Summary of Cash Flows

The following table presents a summary of our cash flows from operating, investing, and financing activities.

Summary of Cash Flows

(thousands)

2026

2025

Cash provided by operating activities

$

70,438

$

131,912

Cash used for investing activities

(1,196)

(1,231)

Cash used for financing activities

(75,371)

(116,480)

(Decrease) increase in cash and equivalents

(6,129)

14,201

Cash and equivalents at beginning of period

20,762

6,561

Cash and equivalents at end of period

$

14,633

$

20,762

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Cash provided by operating activities

For 2026, cash provided by operating activities was $70.4 million, which consisted of net income of $2.2 million, adjusted by non-cash charges of $48.2 million and by a change in operating assets and liabilities of $20.1 million. The non-cash charges were largely driven by $61.7 million of depreciation and amortization, as well as $3.9 million in shared-based compensation expense, partially offset by a $18.5 million net gain on disposal of assets. The change in operating assets and liabilities was largely due to a decrease in our inventory balance of $23.1 million, as well as an increase of $5.2 million in our accrued expenses, partially offset by a decrease in accounts payable of $8.9 million.

For 2025, cash provided by operating activities was $131.9 million, which consisted of net loss of $5.2 million, adjusted by non-cash charges of $93.8 million and by a change in operating assets and liabilities of $43.3 million. The non-cash charges included $69.4 million of depreciation and amortization and $24.4 million of long-lived asset impairment charges. The change in operating assets and liabilities was largely due to an increase in accounts payable of $70.7 million, partially offset by an increase in our inventory balance of $27.0 million.

Cash used for investing activities

For 2026, cash used for investing activities was $1.2 million. This was primarily due to cash used for capital expenditures, including property and equipment, of $31.7 million, partially offset by proceeds from the disposal of assets, primarily related to our Store Closure Plan, of $27.0 million and the final proceeds from the sale of our wholesale tire locations and distributions assets of $3.5 million.

For 2025, cash used for investing activities was $1.2 million. This was primarily due to cash used for capital expenditures, including property and equipment, of $26.4 million, offset by subsequent proceeds from the sale of our wholesale tire locations and distribution assets and from other property and equipment, including the proceeds related to the sale of our corporate headquarters, for $12.0 million and $13.1 million, respectively.

Cash used for financing activities

For 2026, cash used for financing activities was $75.4 million. This was primarily due to principal payments on finance leases and financing obligations of $38.7 million, as well as dividends and payment on our Credit Facility, net of amounts borrowed during the period, of $35.0 million and $1.3 million respectively.

For 2025, cash used for financing activities was $116.5 million. This was primarily due to payment on our Credit Facility, net of amounts borrowed during the period, of $40.8 million, as well as payment of finance lease principal and dividends of $39.8 million and $34.9 million, respectively.

Credit Facility

Interest only is payable monthly throughout the term of our Credit Facility. The current borrowing capacity for the Credit Facility is $400 million and includes an accordion feature permitting us to request an increase in availability of up to an additional $250 million. The Credit Facility initially bore interest at 75 to 200 basis points over the London Interbank Offered Rate (“LIBOR”) (or replacement index) or at the prime rate, depending on the type of borrowing and the rates then in effect.

On June 11, 2020, we entered into a First Amendment to the Credit Facility (the “First Amendment”), which, among other things, amended the terms of certain of the financial and restrictive covenants in the credit agreement through the first quarter of 2022 to provide us with additional flexibility to operate our business. The First Amendment amended the interest rate charged on borrowings to be based on the greater of adjusted one-month LIBOR or 0.75 percent. For the period from June 30, 2020 to June 30, 2021, the minimum interest rate spread charged on borrowings was 225 basis points over LIBOR.

Additionally, during the same period, we were permitted to declare, make, or pay any dividend or distribution up to $38.5 million in the aggregate and the acquisition of stores or other businesses up to $100 million in the aggregate were permitted if we are in compliance with the financial covenants and other restrictions in the First Amendment and Credit Facility. The Credit Facility requires fees payable quarterly throughout the term between 0.125 percent and 0.35 percent of the amount of the average net availability under the Credit Facility during the preceding quarter.

On October 5, 2021, we entered into a Second Amendment to the Credit Facility (the “Second Amendment”). The Second Amendment amended the interest rate charged on borrowings to be based on the greater of adjusted one-month LIBOR or 0.00 percent. In addition, the Second Amendment updated certain provisions regarding a successor interest rate to LIBOR.

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On November 10, 2022, we entered into a Third Amendment to the Credit Facility (the “Third Amendment”). The Third Amendment, among other things, extended the term of the Credit Facility to November 10, 2027 and amended certain of the financial terms in the Credit Agreement, as amended by the Second Amendment. The Third Amendment amended the interest rate charged on borrowings to be based on 0.10 percent over the Secured Overnight Financing Rate (“SOFR”), replacing the previously used LIBOR. In addition, one additional bank was added to the bank syndicate for a total of nine banks now within the syndicate.

On May 23, 2024, we entered into a Fourth Amendment to the Credit Facility (the “Fourth Amendment”). The Fourth Amendment, among other things, amended the terms of certain of the financial and restrictive covenants in the Credit Agreement, to provide us with additional flexibility to operate our business from the first quarter of fiscal 2025 through the fourth quarter of fiscal 2026 (“the Covenant Relief Period”). During the Covenant Relief Period, the minimum interest coverage ratio was reduced from 1.55x to 1.00x to: (a) 1.25x to 1.00x from the first quarter of fiscal 2025 through the first quarter of fiscal 2026; (b) 1.35x to 1.00x from the second quarter of fiscal 2026 through the fourth quarter of fiscal 2026; and (c) 1.55x to 1.00x for the first quarter of fiscal 2027 and thereafter. During the Covenant Relief Period, the maximum ratio of adjusted debt to EBITDAR remained at 4.75x to 1.00x, except that, if we completed a qualified acquisition during the Covenant Relief Period, the maximum ratio would increase to 5.00x to 1.00x for a certain 12-month period after the qualified acquisition.

In addition, the Fourth Amendment modified the definition of “EBITDAR” to permit add-backs relating to expenses, and restrict add-backs related to gains, associated with store closures of (a) all non-cash items and (b) cash items up to 20% of EBITDA from the first quarter of fiscal 2025 through the fourth quarter of fiscal 2026 and up to 15% of EBITDA from the first quarter of fiscal 2027 and thereafter. During the Covenant Relief Period, the interest rate spread charged on borrowings increased by 25 basis points. During the Covenant Relief Period, the restrictions on our ability to declare dividends were modified to reduce the cushion inside the threshold required for us to be able to declare dividends without restriction from 0.50x to 0.25x. In addition, during the Covenant Relief Period, we were required to have minimum liquidity of at least $400 million to declare dividends. We were prohibited from repurchasing our securities during the Covenant Relief Period if there were outstanding amounts under the Credit Facility immediately before or after giving effect to the repurchase. During the Covenant Relief Period, we were permitted to acquire stores or other businesses as long as we had minimum liquidity of at least $400 million after completing the acquisition.

On May 23, 2025, we entered into a Fifth Amendment to our Credit Facility (the “Fifth Amendment”). The Fifth Amendment amended the terms of certain of the financial and restrictive covenants in the Credit Facility to provide us with additional flexibility to operate our business from the first quarter of fiscal 2026 through the first quarter of fiscal 2027 (the “Extended Covenant Relief Period”). During the Extended Covenant Relief Period, the minimum interest coverage ratio was reduced from 1.55x to 1.00x to: (a) 1.15x to 1.00x from the first quarter of fiscal 2026 through the third quarter of fiscal 2026; (b) 1.25x to 1.00x from the fourth quarter of fiscal 2026 through the first quarter of fiscal 2027; and (c) 1.55x to 1.00x for the second quarter of fiscal 2027 and thereafter. During the Extended Covenant Relief Period, the maximum ratio of adjusted debt to EBITDAR remained at 4.75x to 1.00x, except that, if we completed a qualified acquisition during the Extended Covenant Relief Period, the maximum ratio would increase to 5.00x to 1.00x for a certain 12-month period after the qualified acquisition.

In addition to the Fourth Amendment modifications, the Fifth Amendment further modified the definition of “EBITDAR” to permit add-backs relating to non-cash impairment and other expenses, with the restriction for add-backs of certain cash expense items up to 20% of EBITDA from the first quarter of fiscal 2026 through the fourth quarter of fiscal 2026 and up to 15% of EBITDA from the first quarter of fiscal 2027 and thereafter. During the Extended Covenant Relief Period, the interest rate spread charged on borrowings was 225 basis points. During the Extended Covenant Relief Period, the restrictions on our ability to declare dividends were modified to reduce the cushion inside the threshold required for us to be able to declare dividends without restriction from 0.50x to 0.25x. In addition, during the Extended Covenant Relief Period, we were required to have minimum liquidity of at least $300 million to declare dividends. We were prohibited from repurchasing our securities during the Extended Covenant Relief Period if there are outstanding amounts under the Credit Facility immediately before or after giving effect to the repurchase. During the Extended Covenant Relief Period, we were permitted to acquire stores or other businesses as long as we had minimum liquidity of at least $300 million after completing the acquisition. In addition, the Fifth Amendment permanently reduced the Credit Facility from $600 million to $500 million.

Within the Credit Facility, we have a sub-facility of $80 million available for the purpose of issuing standby letters of credit. The sub-facility requires fees aggregating 87.5 to 212.5 basis points annually of the face amount of each standby letter of credit, payable quarterly in arrears. There was a $30.1 million outstanding letter of credit at March 28, 2026.

Mortgages and specific lease financing arrangements with other parties (with certain limitations) are permitted under the Credit Facility. Other specific terms and the maintenance of specified ratios are generally consistent with our prior financing agreement. Additionally, the Credit Facility is not secured by our real property, although we have agreed not to encumber our real property, with certain permissible exceptions.

We were in compliance with all debt covenants at March 28, 2026.

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On May 21, 2026, we entered into a Sixth Amendment to our Credit Facility (the “Sixth Amendment”). The Sixth Amendment amends the terms of certain of the financial and restrictive covenants in the Credit Facility to provide us with additional flexibility to operate our business to the Credit Facility maturity date or November 10, 2027 (the “Further Extended Covenant Relief Period”).

During the Further Extended Covenant Relief Period, the minimum interest coverage ratio will be reduced from 1.55x to 1.25. During the Further Extended Covenant Relief Period, the maximum ratio of adjusted debt to EBITDAR remains at 4.75x to 1.00x, except that, if we completed a qualified acquisition during the Further Extended Covenant Relief Period, the maximum ratio would increase to 5.00x to 1.00x for a certain 12-month period after the qualified acquisition. In addition to the Fourth and Fifth Amendment modifications, the Sixth Amendment further modifies the definition of “EBITDAR” to permit add-backs relating to non-cash pension accounting charges.

During the Further Extended Covenant Relief Period, the interest rate spread charged on borrowings is 225 basis points.

During the Further Extended Covenant Relief Period, the restrictions on our ability to declare dividends were modified to reduce the cushion inside the threshold required for us to be able to declare dividends without restriction from 0.50x to 0.25x. In addition, during the Further Extended Covenant Relief Period, we must have minimum liquidity of at least $200 million to declare dividends. We are prohibited from repurchasing our securities during the Further Extended Covenant Relief Period if there are outstanding amounts under the Credit Facility immediately before or after giving effect to the repurchase. During the Further Extended Covenant Relief Period, we may acquire stores or other businesses as long as we have minimum liquidity of at least $200 million after completing the acquisition.

In addition, the Sixth Amendment permanently reduces the Credit Facility from $500 million to $400 million.

Except as amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment and Sixth Amendment, the remaining terms of the Credit Facility remain in full force and effect.

As of May 15, 2026, we had approximately $2.4 million in cash on hand. In addition, we had $382.0 million available under the Credit Facility as of May 15, 2026, subject to compliance with our covenants.

We believe that our sources of liquidity, namely cash flow from operations, availability under our Credit Facility, and cash and equivalents on hand, will continue to be adequate to meet our contractual obligations, working capital and capital expenditure needs, and fund debt maturities for at least the next 12 months and the foreseeable future. Additionally, we intend to return cash to our shareholders through our dividend program and may use a portion of our future expenditures to fund our growth, through acquisition of retail stores and/or opening greenfield stores.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with GAAP, which requires us to make estimates and apply judgments that affect the reported amounts. In Note 1 to the Company’s consolidated financial statements, we describe the significant accounting policies used in preparing the consolidated financial statements. Our management believes that the accounting estimates listed below are those that are most critical to the portrayal of our financial condition and results of operations, and that require management’s most difficult, subjective, and complex judgments in estimating the effect of inherent uncertainties.

Valuation of Long-Lived Assets

We assess potential impairments to our long-lived assets, which include property and equipment and Right of Use (“ROU”) assets, whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. Long-lived assets are grouped and evaluated for impairment at the lowest level for which there are identifiable cash flows that are independent of the cash flows of other groups of assets. The carrying value of an asset group is considered impaired when its carrying value exceeds its estimated undiscounted future cash flows. The amount of any impairment loss recorded is calculated as the excess of the asset group’s carrying value over its fair value. Fair value of the assets is determined based on the highest and best use of the asset group, considering external market participant assumptions. During the fourth quarter, we consider changes in the actual and forecasted financial performance of certain asset groups and we have determined such events indicated that a triggering event occurred for certain asset groups. We assessed the recoverability of certain asset groups through the use of an undiscounted cash flow model, which involved significant judgement in a number of assumptions including projected revenues and operating income. We assessed the fair value of certain asset groups through the use of a discounted cash flow model, which involved significant judgement in a number of assumptions, including projected revenues, operating income, comparable market rents, and estimated selling price of owned stores. Such indicators may include, among others: a significant decline in our expected future cash flows; changes in expected useful life; unanticipated competition; slower growth rates, ongoing maintenance and improvements of the assets, or changes in operating performance. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on our consolidated financial statements.

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Valuation of Goodwill

We assess potential impairment to our goodwill on an annual basis. Goodwill is also tested whenever events and circumstances indicate that goodwill may be impaired. Any excess goodwill resulting from the impairment test must be written off in the period of determination.  If a triggering event occurs, we perform quantitative analysis for goodwill impairment testing and base the fair value of our reporting unit on consideration of various valuation methodologies, including projecting future cash flows discounted at rates commensurate with the risks involved (“DCF”). The forecasted cash flows are based on current plans and for years beyond that plan, the estimates are based on assumed growth rates. The calculation of fair value under the discounted future cash flows is based on estimates including revenue projections, EBITDA margin and discount rate, among others. Projected future cash flows are based on management’s knowledge of the current operating environment and expectations for the future. We believe that our assumptions are consistent with the plans and estimates used to manage the underlying businesses. The discount rate, which is intended to reflect the risks inherent in future cash flow projections, used in a DCF are based on estimates of the weighted-average cost of capital of a market participant. Such estimates are derived from our analysis of peer companies and consider the industry weighted average return on debt and equity from a market participant perspective. Any adverse change in these factors could determine goodwill impairment and could have a material impact on our consolidated financial statements. 

Insurance Reserves

We maintain a high retention deductible plan with respect to workers’ compensation and general liability insurance claims (except for in Ohio in which we are self-insured) and are otherwise self-insured for employee medical insurance claims. To reduce our risk and better manage our overall loss exposure, we purchase stop-loss insurance that covers individual claims more than the deductible amounts, and caps total losses in a fiscal year. We maintain an accrual for the estimated cost to settle open claims as well as an estimate of the cost of claims that have been incurred but not reported. These estimates take into consideration the historical average claim volume, the average cost for settled claims, current trends in claim costs, changes in our business and workforce, and general economic factors. These accruals are reviewed on a quarterly basis. For more complex reserve calculations, such as workers’ compensation, we periodically use the services of an actuary to assist in determining the required reserve for open claims.

Income Taxes

We estimate our provision for income taxes, deferred tax assets and liabilities, income taxes payable, and unrecognized tax benefit liabilities based on several factors including, but not limited to, historical pre-tax operating income, future estimates of pre-tax operating income, tax planning strategies, differences between tax laws and accounting rules of various items of income and expense, statutory tax rates and credits, uncertain tax positions, and valuation allowances.

We record deferred tax assets and liabilities based upon the expected future tax outcome of differences between tax laws and accounting rules of various items of income and expense recognized in our results of operations using enacted tax rates in effect for the year in which the future tax outcome is expected. We evaluate our ability to realize the tax benefits associated with deferred tax assets and establish valuation allowances when we believe it is more likely than not that some portion of our deferred tax assets will not be realized.

We measure and recognize the tax benefit from an uncertain tax position taken or expected to be taken on an income tax return based on the largest benefit that we determine is more likely than not of being realized upon settlement. We use significant judgment and estimates in evaluating our tax positions. Due to the complexity of some of these uncertain tax positions, the ultimate resolution may result in an actual tax liability that differs from our estimated tax liabilities for unrecognized tax benefits and our effective tax rate may be materially impacted. Income taxes are described further in Note 8 of the Company’s consolidated financial statements.

Accounting Standards

See “Recent Accounting Pronouncements” in Note 1 to the Company’s consolidated financial statements for a discussion of the impact of recently issued accounting standards on our consolidated financial statements as of March 28, 2026 and for the year then ended, as well as the expected impact on the consolidated financial statements for future periods.

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