MNRO Monro Inc

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

MONRO, INC.

Under Section 805 of the Business Corporation Law

Sections 6(b) and 6(c) of the Certificate of Incorporation are hereby amended and restated to read in their entirety as follows:

“(b) Prior to the annual meeting of shareholders to be held in 2025 (the “2025 Annual Meeting”), the Board of Directors shall be divided into two classes, designated Class 1 and Class 2, and each class shall consist, as nearly equal in number as possible, of one-half of the number of directors constituting the Board of Directors. Directors with terms expiring at the annual meeting of shareholders to be held in 2024 shall serve out the remainder of their current two-year terms, and they shall stand for re-election to a one-year term at the annual meeting of shareholders to be held in 2024; directors with terms expiring at the 2025 Annual Meeting shall serve out the remainder of their current two-year terms, and they shall stand for re-election to a one-year term at the 2025 Annual Meeting. Until the 2025 Annual Meeting, no decrease in the size of the Board of Directors shall have the effect of removing or shortening the term of any incumbent director. Until the 2025 Annual Meeting, increases and decreases in the size of the Board of Directors will be distributed among the classes so as to render the classes as nearly equal in number as practicable. All directors of the Corporation elected at or after the 2025 Annual Meeting shall be elected for a term expiring at the next annual meeting of shareholders, with each such director to hold office until his or her successor shall be elected and qualified, or his or her death, disability, resignation, retirement, disqualification or removal from office. Notwithstanding the foregoing, any director whose term expires at any annual meeting of shareholders prior to the 2025 Annual Meeting shall continue to hold office until the end of the term for which such director was elected, and until such director’s successor shall have been elected and qualified, or until his or her earlier death, retirement, resignation or removal. Whenever the holders of Serial Preferred Stock issued pursuant to this Restated Certificate of Incorporation or the resolution or resolutions adopted by a majority of the Board of Directors then in office providing for the issuance of shares of Serial Preferred Stock shall have the right, voting as a separate class, to elect directors, the election, term of office, filling of vacancies and other terms of such directorships shall be governed by the terms of this Restated Certificate of Incorporation or such resolution or resolutions, as the case may be.

(c) Subject to the rights of the holders of Serial Preferred Stock, if any, any vacancy in the Board of Directors caused by an increase in the number of directors and/or from the removal from office, death, disability, resignation, retirement, disqualification of a director or any other cause may be filled solely by vote of a majority of the Board of Directors then in office; provided, however, that any vacancy created by the removal of a director by shareholders pursuant to subsection (d) of this Section 6 may be filled by action of the shareholders taken at the same meeting at which the vacancy was created; provided, further, that subject to the rights of holders of any other class of stock entitled to vote thereon, any such action shall be taken upon the affirmative vote of the holders of not less than a majority of the outstanding shares of Common Stock. Any director so elected by the Board of Directors shall hold office until the next annual meeting of shareholders at which the election of directors is in the regular order of business, and until his or her successor has been elected and qualified, or until his or her earlier death, disability, resignation, retirement, disqualification or removal. Any director so elected by the shareholders shall hold office (i) in the case of any vacancy so filled prior to the 2025 Annual Meeting, for the remaining term of the class in which such vacancy existed, and until his or her successor has been elected and qualified, or until his or her earlier death, disability, resignation, retirement, disqualification or removal, and (ii) in the case of any vacancy so filled at or after the 2025 Annual Meeting, until the next annual meeting of shareholders, and until his or her successor shall be elected and qualified, or until his or her earlier death, disability, resignation, retirement, disqualification or removal.”

[signature page follows]

IN WITNESS WHEREOF, I have signed this Certificate this 15th day of August, 2023.

Exhibit 3.2

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

MONRO, INC.

Under Section 805 of the New York Business Corporation Law

1. The current name of the Corporation is Monro, Inc. The Corporation was originally formed under the name of Midas Service Corporation, Inc.

2. The Certificate of Incorporation was filed with the Department of State on October 5, 1959.

3. The Certificate of Incorporation is hereby amended to effect the amendments specified below:

The first paragraph of sub-section (iv) of Section 4(d) of the Certificate of Incorporation is hereby amended to provide for the mandatory conversion of shares of Class C Convertible Preferred Stock of the Corporation (“Class C Preferred Stock”) into shares of Common Stock of the Corporation (“Common Stock”) upon the earliest to occur of certain specified events, so that the first paragraph of said sub-section (iv) shall provide in its entirety as follows:

“(iv) Conversion. Subject to the following terms and conditions, each share of Class C Preferred Stock is convertible at any time, at the option of the holder thereof, into fully paid and non-assessable shares of Common Stock at the Applicable Conversion Rate; provided that each share of Class C Preferred Stock that has not been converted into shares of Common Stock shall be automatically converted into a number of fully paid and non-assessable shares of Common Stock at the Applicable Conversion Rate, as may be adjusted from time to time, on the earliest to occur of: (x) the third (3^rd) anniversary of the date of the 2023 annual meeting of the shareholders of the Corporation, including any postponement or adjournment thereof; (y) the first (1^st) business day immediately prior to the record date established for the determination of the shareholders entitled to vote at the 2026 annual meeting of the shareholders of the Corporation, including any postponement or adjournment thereof; and (z) the date on which the holders of the Class C Preferred Stock, in the aggregate, cease to beneficially own at least fifty percent (50%) of all shares of Class C Preferred Stock issued and outstanding as of May 12, 2023.”

The first paragraph of sub-section (iv)(D) of Section 4(d) of the Certificate of Incorporation is hereby amended to alter the conversion ratio at which shares of Class C Preferred Stock shall convert into shares of Common Stock, so that the first paragraph of said sub-section (iv)(D) shall provide in its entirety as follows:

“(D) The conversion rate of shares of Class C Preferred Stock into shares of Common Stock shall be, as of the effective date of this Certificate of Amendment, 61.275 shares of Common Stock for each share of Class C Preferred Stock issued and outstanding, and shall be adjusted from time to time (such rate, as so adjusted, the “Applicable Conversion Rate”) as follows:”

4. This Certificate of Amendment was authorized by the vote of the Board of Directors followed by approval by (a) a majority of the issued and outstanding shares of Common Stock held by all holders of Common Stock, voting as a separate voting class, (b) a majority of the issued and outstanding shares of Common Stock held by holders of Common Stock who do not hold any Class C Preferred Stock, voting as a separate voting class, and (c) a majority of the issued and outstanding shares of Class C Preferred Stock, voting as a separate voting class.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by a duly authorized officer as of this 15th day of August, 2023.

[Signature Page to Certificate of Amendment to Certificate of Incorporation]

Exhibit 3.3

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

MONRO, INC.

Under Section 805 of the New York Business Corporation Law

1. The current name of the Corporation is Monro, Inc. The Corporation was originally formed under the name of Midas Service Corporation, Inc.

2. The Certificate of Incorporation was filed with the Department of State on October 5, 1959.

3. The Certificate of Incorporation is hereby amended to effect the amendment specified below:

Sub-section (iii) of Section 4(d) of the Certificate of Incorporation is hereby amended to provide for a revised liquidation preference for shares of Class C Convertible Preferred Stock of the Corporation (“Class C Preferred Stock”), so that the first sentence of said sub-section (iii) shall provide in its entirety as follows:

“In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, each holder of the Class C Preferred Stock shall be entitled to receive an amount equal to the greater of (A) $1.50 per share of Class C Preferred Stock and (B) the amount such holder would have received had such Class C Preferred Stock been converted to Common Stock immediately prior to such liquidation, dissolution or winding up of the affairs of the Corporation, in each case, out of the assets of the Corporation available for distribution to its shareholders, after payment in full of the preferential amounts to be distributed to the holders of all classes of stock entitled thereto, and before any amount shall be paid out of such assets to the holders of the Common Stock.”

4. This Certificate of Amendment was authorized by the vote of the Board of Directors followed by approval by (a) a majority of the issued and outstanding shares of Common Stock of the Corporation (“Common Stock”) held by all holders of Common Stock, voting as a separate voting class, (b) a majority of the issued and outstanding shares of Common Stock held by holders of Common Stock who do not hold any Class C Preferred Stock, voting as a separate voting class, and (c) a majority of the issued and outstanding shares of Class C Preferred Stock, voting as a separate voting class.

[Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by a duly authorized officer as of this 15th day of August, 2023.

[Signature Page to Certificate of Amendment to Certificate of Incorporation]