AutoZone (AZO) 10-K risk factor changes: FY2025 vs FY2024

We have increased annual revenues in the past five fiscal years from [removed: $11.9] [added: $12.6] billion in fiscal [removed: 2019] [added: 2020] to [removed: $18.5] [added: $18.9] billion in fiscal [removed: 2024,] [added: 2025,] with a compounded annual growth rate of approximately [removed: nine] [added: eight] percent.

We have increased our store count in the past five fiscal years, growing from [removed: 6,411] [added: 6,549] stores at August [removed: 31, 2019] [added: 29, 2020] to [removed: 7,353] [added: 7,657] stores at August [removed: 31, 2024,] [added: 30, 2025,] a compounded annual growth rate of approximately three percent.

Achieving our store development and expansion [removed: goals] [added: goals, domestically and in international markets,] will depend upon our ability to identify and obtain suitable sites for new and expanded stores in a timely manner and at acceptable costs, the hiring and training of qualified [removed: personnel] [added: personnel, effective utilization of our supply chain] and [added: hub network, and] the integration of new stores into existing operations, among other factors.

Furthermore, we open new stores only after evaluating customer buying trends and market demand/needs, all of which could be adversely affected by persistent unemployment, wage cuts, small business [removed: failures,] [added: failures and] microeconomic conditions unique to the automotive [removed: industry and our ability to expand into international markets.][added: industry.]

[added: There can be no assurance we will be able] to achieve our store expansion goals, manage our growth [added: investments] effectively, successfully integrate the planned new stores into our operations or operate our new, remodeled and expanded stores profitably.

Although we are a leading distributor of automotive parts and other products in the commercial market, we must effectively compete against national, regional and local auto parts chains, independently owned parts stores, [removed: wholesalers, jobbers, repair shops, auto dealers, online retailers and others in order to increase our commercial market share.]

Although we believe we compete effectively in the commercial market on the basis of customer service, merchandise quality, [removed: selection] [added: assortment] and availability, price, delivery times, product warranty, distribution locations and the strength of our AutoZone brand, trademarks and service marks, some automotive aftermarket participants have been in business for substantially longer periods of time than we have, and as a result have developed long-term customer relationships, an experienced sales organization, considerable market presence and have large available inventories.

We believe much of our brand value lies in the quality of the approximately [removed: 126,000] [added: 130,000] AutoZoners employed in our stores, distribution centers, store support centers and ALLDATA.

Furthermore, our vendors are impacted by global economic [added: and geopolitical] conditions which in turn impact our ability to source merchandise at competitive prices.

For example, [added: new or increased tariffs,] inflation, rising interest rates and disruption to the global supply chain have negatively impacted costs and inventory availability and may continue to have a negative impact on future results and profitability.

We directly imported approximately 13% of our purchases in fiscal [removed: 2024,] [added: 2025,] but many of our domestic vendors directly import their products or components of their products.

Changes to the price or flow of these goods for any reason, such as [added: increased import duties or tariffs, foreign trade policies,] civil unrest or acts of war, currency fluctuations, disruptions in maritime lanes, port labor disputes and other issues, economic conditions and instability in the countries in which foreign suppliers are located, the financial instability of suppliers, suppliers’ failure to meet our standards, issues with labor practices of our suppliers or labor problems they may experience (such as strikes, stoppages or slowdowns, which could also increase labor costs during and following the disruption), the availability and cost of raw materials to suppliers, [removed: increased import duties or tariffs,] merchandise quality or safety issues, shipping and transport availability and cost, increases in wage rates and taxes, transport security, [removed: foreign] trade [removed: policies, trade] sanctions, import limitations on certain types of goods or of goods containing certain materials from other countries, inflation and other factors relating to the suppliers and the countries in which they are located or from which they import, often are beyond our control and could adversely affect our operations and profitability.

Furthermore, these risks may be amplified if we [added: or our domestic vendors] are unable to diversify our [added: or their] supply [removed: chain] [added: chains] or rely too heavily on a single country to source our or our vendors’ products.

These and other factors affecting our [removed: suppliers] [added: suppliers’] and our access to products could materially adversely affect our business and financial performance.

For example, in recent years, ports, rails and domestic long-hauls in the U.S. and elsewhere have been negatively impacted by capacity constraints, congestion and delays, periodic labor disputes, security issues, weather-related events, [removed: and] natural disasters, [removed: which were further exacerbated by the COVID-19 pandemic] and other factors beyond our control.

In addition, we have made, and plan to continue to make, significant investments in our supply chain, such as the construction of multiple new distribution centers [added: which began operations in fiscal 2025] and the execution of various technology initiatives.

If we fail to effectively implement [removed: these changes,] [added: future investments,] or if our investments in our supply chain initiatives do not provide the anticipated benefits, we could experience sub-optimal inventory levels in our stores or [removed: increases in our operating costs,] [added: be required to make further investments,] which could adversely affect our sales volume and/or our margins.

The various risks we face in our U.S. operations generally also exist when conducting operations in and sourcing products and materials from outside of the [removed: U.S.,] [added: U.S. There are also challenges inherent] in [added: establishing and managing international operations, in] addition to the [removed: unique] [added: specific] costs, risks and difficulties [removed: of managing international operations.][added: unique to that market.]

Our expansion into international markets may [added: also] be adversely affected by local laws and customs, U.S. laws applicable to foreign operations, and political and socio-economic conditions as well as our general ability to compete effectively and provide superior customer service regardless of distance, language and cultural differences.

Risks inherent in international operations also include potential adverse tax consequences, [removed: potential] changes to [added: tariffs,] trade policies and trade agreements, compliance with the Foreign Corrupt Practices Act and local anti-bribery and anti-corruption laws, greater difficulty in obtaining and enforcing intellectual property rights, challenges to identify and gain access to local suppliers, and possibly misjudging the response of consumers in foreign countries to our product assortment and marketing strategy.

[removed: Business interruptions including war or acts] of [removed: terrorism, political or civil unrest, unusual] [added: critical infrastructure systems, banking systems] or [removed: severe weather conditions such as hurricanes, tornadoes, windstorms, fires, earthquakes and floods, public health crises] [added: utility services] and other disasters or the threat of any of them, may negatively impact the hours and operations of our stores, distribution centers, store support centers or sourcing offices; may negatively impact our supply chain and distribution network; and may impede our ability to source quality merchandise domestically and outside of the U.S. on favorable terms.

Delays in the maintenance, updates, upgrading, or patching of these systems, applications or processes could adversely impact their effectiveness [removed: or could] [added: and would] expose us to security and other risks.

[removed: Our systems and the third-party systems with which we interact are subject to damage, failure or interruption due to various reasons such as: power or other] critical infrastructure outages, facility damage, physical theft, telecommunications failures, malware, security incidents, malicious cyber-attacks, including the use of malicious codes, worms, phishing, spyware, denial of service attacks and ransomware, natural disasters and catastrophic events, inadequate or ineffective redundancy measures; and design or usage errors by AutoZoners, contractors or third-party service providers.

[added: Although we seek to] effectively maintain and safeguard our systems and our data and we seek to ensure our third-party service providers effectively maintain and safeguard their systems and our data, such efforts are not always successful.

As a result, we or our service providers have experienced and are likely to again experience one or more errors, interruptions, delays or cessations of service impacting the [removed: integrity] [added: integrity, performance] or availability of our information technology infrastructure.

In addition, our information technology systems, infrastructure and personnel require [added: ongoing] substantial investments, such as replacing existing systems, some of which are older, legacy systems that are less flexible and efficient, with successor systems; making changes to existing systems, including the migration of applications to the cloud; maintaining or enhancing legacy systems that are not currently being replaced; or designing or cost-effectively acquiring and implementing new systems with new [removed: functionality.][added: functionality, including artificial intelligence.]

While we have not experienced a material breach of our information systems or data to date, unauthorized parties have in the past gained access and exfiltrated data, and will continue to attempt to do so as the result of a cyber-attack, [removed: employee misconduct, employee error,] [added: misconduct or error by an AutoZoner, job applicant, customer, vendor or third party,] system vulnerabilities or compromises, fraud, hacking, phishing attempts, malware, ransomware, other malicious codes or other intentional or unintentional acts.

To the extent any cyber incident involving our or one of our [added: customer’s or] third-party service provider’s information systems results in the unauthorized access, loss, damage or misappropriation of information, we may be required by law to notify impacted individuals and face substantial [added: liability due to claims arising from customers, financial institutions, AutoZoners, regulatory authorities, payment card issuers and others.]

The potential effects of the various laws regulating the collection, [added: retention,] transfer, [removed: use] [added: use, notification, consent] and other types of processing of personal or protected information are far-reaching and may require significant time, resources and costs to comply, may require changes to our existing practices and processes that are not advantageous to our business, and otherwise limit our ability to use data to provide a more personalized [removed: customer] [added: user] experience or as otherwise desired.

In addition, failure to comply with applicable requirements by us or our business partners or third-party service providers or vendors could subject us to [removed: fines, sanctions,] governmental investigations, [added: regulatory enforcement actions, fines, sanctions,] lawsuits or reputational damage.

We are self-insured up to certain limits for workers’ compensation, employee group medical, general [removed: liability,] [added: and] product liability, property and [removed: automobile.][added: vehicle claims.]

Material increases in the number of insurance claims, changes to healthcare costs, accident frequency and severity, legal expenses and other factors could result in [added: an] unfavorable difference between actual self-insurance costs and our reserve estimates.

As a result, our self-insurance costs could [removed: increase] [added: increase,] which may adversely affect our business, results of operations, financial condition and cash flows.

A downgrade in our credit ratings could limit our access to public debt markets, limit the institutions willing to provide credit facilities to us, result in more restrictive financial and other covenants in our public and [removed: private debt and would likely significantly increase our overall borrowing costs and adversely affect our earnings.]

Moreover, significant deterioration in the financial condition of large financial institutions could result in a severe loss of liquidity and availability of credit in global credit markets and in more stringent [added: borrowing terms.]

For example, we have significant operations in [removed: California,] [added: California and other states,] where serious drought has made water less available and more costly and has increased the risk of wildfires.

Growing concern over climate change has led policy makers in [removed: the U.S.] [added: some jurisdictions] to consider the enactment of legislative and regulatory proposals that would impose extensive mandatory reporting requirements as well as requirements for reductions of greenhouse gas (“GHG”) emissions.

For example, significant [removed: increases] [added: changes] in fuel economy requirements, new federal or state restrictions on emissions of carbon dioxide or new [added: or changing] federal or state incentive programs or other regulations that may be imposed on vehicles and automobile fuels could adversely affect demand for vehicles, annual miles driven or the products we sell.

We may be unable to achieve the goals and aspirations set forth in our [removed: environmental, social and governance (ESG)] [added: Corporate Responsibility] report, particularly with respect to the reduction of GHG emissions, or otherwise meet the expectations of our stakeholders with respect to [removed: ESG] [added: corporate responsibility] matters.

[removed: Increasing governmental] [added: Governmental] and societal attention to [removed: ESG] [added: corporate responsibility] matters, including expanding mandatory and voluntary reporting of GHG emissions and other sustainability metrics, and disclosure topics such as climate change, sustainability, natural resources, waste reduction, energy, human capital, and risk oversight could expand the nature, scope, and complexity of matters that we are required to control, assess, and report.

The current global economic and geopolitical landscape has increased uncertainty about key areas of doing business internationally and may have a negative impact on our business.

During fiscal 2025, new global trade tariffs were announced on imports to the United States, including additional tariffs on various countries from which the Company directly or indirectly imports and/or sources merchandise, including Canada, China and Mexico, among others.

In response, several countries have imposed or threatened reciprocal tariffs on imports from the U.S. and other measures.

Various modifications to the U.S. tariffs have been

announced, and further changes are expected to be made in the future, including in response to pending litigation, which may include additional sector-based tariffs or other measures.

Additionally, the current administration has directed various federal agencies to further evaluate key aspects of U.S. trade policy and amid ongoing discussion and commentary regarding further potentially significant changes to U.S. trade policies, enforcement priorities, sanctions, treaties and tariffs.

As a result of these ongoing developments, significant uncertainty continues with respect to the future economic and political relationship between the U.S. and other countries.

The ultimate impact of tariffs and other trade policies on the Company’s business will depend on several factors, including whether additional or incremental U.S. tariffs or other measures are announced, revised, or rescinded, to what extent other countries implement tariffs or other measures in response, the overall magnitude and duration of these measures and our ability to mitigate the impacts of such measures more effectively than our competitors.

These developments, or the perception that any of them could occur, may have a material effect on global economic conditions, the stability of global financial markets, or global trade, and may impact the Company’s product cost, pricing, or competitive conditions, disrupt supply chains, impact the broader macroeconomic environment and consumer sentiment or otherwise negatively impact the Company’s business, financial condition and results of operations.

wholesalers, jobbers, repair shops, auto dealers, online retailers and others in order to increase our commercial market share.

For example, the sale and distribution of parts and products in Mexico and Brazil requires the ability to adapt our merchandising and marketing strategies to account for, among other things, different vehicles in operation in local markets and different consumer behaviors with respect to aftermarket automotive repair.

Business interruptions including war or acts of terrorism, political or civil unrest, unusual or severe weather conditions such as hurricanes, tornadoes, windstorms, fires, earthquakes and floods, public health crises, disruption

Our systems and the third-party systems with which we interact are subject to damage, failure or interruption due to various reasons such as: power or other

private debt and would likely significantly increase our overall borrowing costs and adversely affect our earnings.

​

There is added uncertainty surrounding potential changes to the regulatory environment in the United States.

Our ability to grow depends in part on new store openings, existing store remodels and expansions and effective utilization of our existing supply chain and hub network.

There can be no assurance we will be able

Although we seek to

liability due to claims arising from customers, financial institutions, AutoZoners, regulatory authorities, payment card issuers and others.

borrowing terms.

In addition, some jurisdictions have adopted laws and other regulations that may subject companies operating in those jurisdictions to legal liability for failing to meet published goals.

We are [removed: the] [added: a] leading retailer and distributor of automotive replacement parts and accessories in the Americas.

We began operations in 1979 and at August [removed: 31, 2024,] [added: 30, 2025,] operated [removed: 6,432] [added: 6,627] stores in the U.S., [removed: 794] [added: 883] stores in Mexico and [removed: 127] [added: 147] stores in Brazil.

At August [removed: 31, 2024,] [added: 30, 2025,] in [removed: 5,898] [added: 6,098] of our domestic stores as well as the vast majority of our stores in Mexico and Brazil, we had a commercial sales program that [removed: provided] [added: provides] prompt delivery of parts and other products and commercial credit to local, regional and national repair garages, dealers, service stations, fleet owners and other accounts.

For fiscal [removed: 2024,] [added: 2025,] net sales increased to [removed: $18.5] [added: $18.9] billion, a [removed: 5.9%] [added: 2.4%] increase over the prior year.

Operating profit [removed: increased 9.1%] [added: decreased 4.7%] to [removed: $3.8] [added: $3.6] billion, net income [removed: increased 5.3%] [added: decreased 6.2%] to [removed: $2.7] [added: $2.5] billion and diluted earnings per share [removed: increased 13.0%] [added: decreased 3.1%] to [removed: $149.55] [added: $144.87] for the year.

During fiscal [removed: 2024,] [added: 2025,] failure and maintenance related categories represented the largest portion of our sales mix, at approximately [removed: 86%] [added: 85%] of total sales.

While we have not experienced any fundamental shifts in our category sales mix as compared to previous years, [removed: in our domestic stores] we [removed: see] [added: have seen] a [added: slight] decrease in mix of sales of the [removed: discretionary] [added: accessories] category and a slight increase in the maintenance and failure categories compared to [removed: last year.][added: the previous two years.]

Our business is impacted by various factors within the economy that affect both our consumer and our industry, including but not limited to inflation, interest rates, levels of consumer debt, fuel and energy costs, prevailing wage rates, foreign exchange rate fluctuations, supply chain disruptions, [added: tariffs, trade policies and other geopolitical factors,] hiring and other economic conditions.

[removed: Since the beginning of] [added: For] the [removed: fiscal year and through] [added: twelve-month period ended] July [removed: 2024] [added: 2025,] miles driven in the U.S. increased [removed: 1.2%] [added: 1.0%] compared to the same period in the prior year based on the latest information available from the U.S. Department of Transportation.

According to the latest data provided by S&P Global Mobility, the average age of light vehicles on the road [removed: was 12.6] [added: increased slightly to 12.8] years and these vehicles account for approximately [removed: 38%] [added: 43%] of U.S. vehicles.

| _(in thousands, except per share data, same store sales and selected operating data)_ | | [added: 2025 | | |] 2024(1) | | | 2023 | | | 2022 | | | 2021(2) | | | [removed: 2020(2) | | |]

| Net sales | ​ | $ | [removed: 18,490,268] [added: 18,938,717] | ​ | $ | [removed: 17,457,209] [added: 18,490,268] | ​ | $ | [removed: 16,252,230] [added: 17,457,209] | ​ | $ | [removed: 14,629,585] [added: 16,252,230] | ​ | $ | [removed: 12,631,967] [added: 14,629,585] | ​ |

| Cost of sales, including warehouse and delivery expenses | ​ | | [removed: 8,673,216] [added: 8,972,243] | ​ | | [removed: 8,386,787] [added: 8,673,216] | ​ | | [removed: 7,779,580] [added: 8,386,787] | ​ | | [removed: 6,911,800] [added: 7,779,580] | ​ | | [removed: 5,861,214] [added: 6,911,800] | ​ |

| Gross profit | ​ | | [removed: 9,817,052] [added: 9,966,474] | ​ | | [removed: 9,070,422] [added: 9,817,052] | ​ | | [removed: 8,472,650] [added: 9,070,422] | ​ | | [removed: 7,717,785] [added: 8,472,650] | ​ | | [removed: 6,770,753] [added: 7,717,785] | ​ |

| Operating, selling, general and administrative expenses | ​ | | [removed: 6,028,344] [added: 6,356,318] | ​ | | [removed: 5,596,436] [added: 6,028,344] | ​ | | [removed: 5,201,921] [added: 5,596,436] | ​ | | [removed: 4,773,258] [added: 5,201,921] | ​ | | [removed: 4,353,074] [added: 4,773,258] | ​ |

| Operating profit | ​ | | [removed: 3,788,708] [added: 3,610,156] | ​ | | [removed: 3,473,986] [added: 3,788,708] | ​ | | [removed: 3,270,729] [added: 3,473,986] | ​ | | [removed: 2,944,527] [added: 3,270,729] | ​ | | [removed: 2,417,679] [added: 2,944,527] | ​ |

| Interest expense, net | ​ | | [removed: 451,578] [added: 475,824] | ​ | | [removed: 306,372] [added: 451,578] | ​ | | [removed: 191,638] [added: 306,372] | ​ | | [removed: 195,337] [added: 191,638] | ​ | | [removed: 201,165] [added: 195,337] | ​ |

| Income before income taxes | ​ | | [removed: 3,337,130] [added: 3,134,332] | ​ | | [removed: 3,167,614] [added: 3,337,130] | ​ | | [removed: 3,079,091] [added: 3,167,614] | ​ | | [removed: 2,749,190] [added: 3,079,091] | ​ | | [removed: 2,216,514] [added: 2,749,190] | ​ |

| Income tax expense(3) | ​ | | [removed: 674,703] [added: 636,085] | ​ | | [removed: 639,188] [added: 674,703] | ​ | | [removed: 649,487] [added: 639,188] | ​ | | [removed: 578,876] [added: 649,487] | ​ | | [removed: 483,542] [added: 578,876] | ​ |

| Net income(3) | ​ | $ | [removed: 2,662,427] [added: 2,498,247] | ​ | $ | [removed: 2,528,426] [added: 2,662,427] | ​ | $ | [removed: 2,429,604] [added: 2,528,426] | ​ | $ | [removed: 2,170,314] [added: 2,429,604] | ​ | $ | [removed: 1,732,972] [added: 2,170,314] | ​ |

| Diluted earnings per share(3) | ​ | $ | [removed: 149.55] [added: 144.87] | ​ | $ | [removed: 132.36] [added: 149.55] | ​ | $ | [removed: 117.19] [added: 132.36] | ​ | $ | [removed: 95.19] [added: 117.19] | ​ | $ | [removed: 71.93] [added: 95.19] | ​ |

| Weighted average shares for diluted earnings per share(3) | ​ | | [removed: 17,803] [added: 17,245] | ​ | | [removed: 19,103] [added: 17,803] | ​ | | [removed: 20,733] [added: 19,103] | ​ | | [removed: 22,799] [added: 20,733] | ​ | | [removed: 24,093] [added: 22,799] | ​ |

| [removed: Increase (decrease)] [added: (Decrease) increase] in international comparable store net sales(4) | ​ | ​ | [removed: 16.1] [added: (3.2%)] | [removed: %] [added: ​] | ​ | [removed: 29.3] [added: 16.1%] | [removed: %] [added: ​] | ​ | [removed: 19.1] [added: 29.3%] | [removed: %] [added: ​] | ​ | [removed: 22.5] [added: 19.1%] | [removed: %] [added: ​] | ​ | [removed: (2.8)] [added: 22.5%] | [removed: %] [added: ​] |

| Increase in international comparable store net sales (constant currency)(4) | ​ | ​ | [removed: 10.2] [added: 9.3%] | [removed: %] [added: ​] | ​ | [removed: 17.5] [added: 10.2%] | [removed: %] [added: ​] | ​ | [removed: 19.2] [added: 17.5%] | [removed: %] [added: ​] | ​ | [removed: 20.7] [added: 19.2%] | [removed: %] [added: ​] | ​ | [removed: 4.7] [added: 20.7%] | [removed: %] [added: ​] |

| Increase in total company comparable store net sales(4) | ​ | ​ | [removed: 2.1] [added: 2.4%] | [removed: %] [added: ​] | ​ | [removed: 5.6] [added: 2.1%] | [removed: %] [added: ​] | ​ | [removed: 9.2] [added: 5.6%] | [removed: %] [added: ​] | ​ | [removed: 14.3] [added: 9.2%] | [removed: %] [added: ​] | ​ | [removed: 6.6] [added: 14.3%] | [removed: %] [added: ​] |

| Increase in total company comparable store net sales (constant currency)(4) | ​ | ​ | [removed: 1.4] [added: 3.9%] | [removed: %] [added: ​] | ​ | [removed: 4.6] [added: 1.4%] | [removed: %] [added: ​] | ​ | [removed: 9.2] [added: 4.6%] | [removed: %] [added: ​] | ​ | [removed: 14.1] [added: 9.2%] | [removed: %] [added: ​] | ​ | [removed: 7.2] [added: 14.1%] | [removed: %] [added: ​] |

| Current assets | ​ | $ | [removed: 7,306,759] [added: 8,341,379] | ​ | $ | [removed: 6,779,426] [added: 7,306,759] | ​ | $ | [removed: 6,627,984] [added: 6,779,426] | ​ | $ | [removed: 6,415,303] [added: 6,627,984] | ​ | $ | [removed: 6,811,872] [added: 6,415,303] | ​ |

| Operating lease right-of-use assets | ​ | ​ | [removed: 3,057,780] [added: 3,194,666] | ​ | ​ | [removed: 2,998,097] [added: 3,057,780] | ​ | ​ | [removed: 2,918,817] [added: 2,998,097] | ​ | ​ | [removed: 2,718,712] [added: 2,918,817] | ​ | ​ | [removed: 2,581,677] [added: 2,718,712] | ​ |

| Working capital [removed: (deficit)(5)] [added: deficit(5)] | ​ | | [removed: (1,407,484)] [added: (1,178,018)] | ​ | | [removed: (1,732,430)] [added: (1,407,484)] | ​ | | [removed: (1,960,409)] [added: (1,732,430)] | ​ | | [removed: (954,451)] [added: (1,960,409)] | ​ | | [removed: 528,781] [added: (954,451)] | ​ |

| Total assets | ​ | | [removed: 17,176,538] [added: 19,355,324] | ​ | | [removed: 15,985,878] [added: 17,176,538] | ​ | | [removed: 15,275,043] [added: 15,985,878] | ​ | | [removed: 14,516,199] [added: 15,275,043] | ​ | | [removed: 14,423,872] [added: 14,516,199] | ​ |

| Current liabilities | ​ | | [removed: 8,714,243] [added: 9,519,397] | ​ | | [removed: 8,511,856] [added: 8,714,243] | ​ | | [removed: 8,588,393] [added: 8,511,856] | ​ | | [removed: 7,369,754] [added: 8,588,393] | ​ | | [removed: 6,283,091] [added: 7,369,754] | ​ |

| Debt | ​ | | [removed: 9,024,381] [added: 8,799,775] | ​ | | [removed: 7,668,549] [added: 9,024,381] | ​ | | [removed: 6,122,092] [added: 7,668,549] | ​ | | [removed: 5,269,820] [added: 6,122,092] | ​ | | [removed: 5,513,371] [added: 5,269,820] | ​ |

| Finance lease liabilities, less current portion | ​ | | [removed: 283,882] [added: 288,419] | ​ | | [removed: 200,702] [added: 283,882] | ​ | | [removed: 217,428] [added: 200,702] | ​ | | [removed: 186,122] [added: 217,428] | ​ | | [removed: 155,855] [added: 186,122] | ​ |

| Operating lease liabilities, less current portion | ​ | ​ | [removed: 2,960,174] [added: 3,093,936] | ​ | ​ | [removed: 2,917,046] [added: 2,960,174] | ​ | ​ | [removed: 2,837,973] [added: 2,917,046] | ​ | ​ | [removed: 2,632,842] [added: 2,837,973] | ​ | ​ | [removed: 2,501,560] [added: 2,632,842] | ​ |

| Stockholders’ deficit | ​ | | [removed: (4,749,614)] [added: (3,414,313)] | ​ | | [removed: (4,349,894)] [added: (4,749,614)] | ​ | | [removed: (3,538,913)] [added: (4,349,894)] | ​ | | [removed: (1,797,536)] [added: (3,538,913)] | ​ | | [removed: (877,977)] [added: (1,797,536)] | ​ |

| Number of stores at beginning of year | ​ | | [removed: 7,140] [added: 7,353] | ​ | | [removed: 6,943] [added: 7,140] | ​ | | [removed: 6,767] [added: 6,943] | ​ | | [removed: 6,549] [added: 6,767] | ​ | | [removed: 6,411] [added: 6,549] | ​ |

| New stores | ​ | | [removed: 217] [added: 305] | ​ | | [removed: 198] [added: 217] | ​ | | [removed: 177] [added: 198] | ​ | | [removed: 219] [added: 177] | ​ | | [removed: 138] [added: 219] | ​ |

| Closed stores | ​ | | [removed: 4] [added: 1] | ​ | | [removed: 1] [added: 4] | ​ | | 1 | ​ | | 1 | ​ | | [removed: —] [added: 1] | ​ |

| Net new stores | ​ | | [removed: 213] [added: 304] | ​ | | [removed: 197] [added: 213] | ​ | | [removed: 176] [added: 197] | ​ | | [removed: 218] [added: 176] | ​ | | [removed: 138] [added: 218] | ​ |

| Relocated stores | ​ | | [removed: 6] [added: 9] | ​ | | [removed: 12] [added: 6] | ​ | | [removed: 13] [added: 12] | ​ | | [removed: 12] [added: 13] | ​ | | [removed: 5] [added: 12] | ​ |

Domestic commercial sales increased 6.7%, which represents 31.7% of our total Domestic sales.

Fiscal 2025 consisted of 52 weeks whereas fiscal 2024 consisted of 53 weeks.

The inclusion of the 53rd week in fiscal 2024 resulted in an increase to net sales of $365.9 million and an increase in operating profit of $86.7 million.

Additionally, fiscal 2025 comparisons were negatively impacted by foreign currency exchange rates which had an unfavorable impact to net sales of $273.1 million and operating profit of $88.2 million.

Operating profit comparison was also negatively impacted by an unfavorable net non-cash LIFO impact of $104.0 million.

| Increase in domestic comparable store net sales(4) | ​ | | 3.2% | ​ | | 0.4% | ​ | | 3.4% | ​ | | 8.4% | ​ | ​ | 13.6% | ​ |

| Increase in AutoZone store square footage | ​ | | 4.9% | ​ | | 3.2% | ​ | | 3.2% | ​ | | 3.1% | ​ | | 3.6% | ​ |

| Accounts payable to inventory ratio | ​ | | 114.2% | ​ | | 119.5% | ​ | | 124.9% | ​ | | 129.5% | ​ | | 129.6% | ​ |

| After-tax return on invested capital(7) | ​ | | 41.3% | ​ | | 49.7% | ​ | | 55.4% | ​ | | 52.9% | ​ | | 41.0% | ​ |

Domestic commercial sales increased $329.5 million, or 6.7%, compared to fiscal 2024 domestic commercial sales.

| *​* | ​ | 2025 | | ​ | 2024 | | ​ | 2025 | | ​ | 2024 | |

The fourth quarter of fiscal year 2025 represented 33.0% of annual sales and 33.5% of net income; the fourth quarter of fiscal year 2024 represented

Cash flows from operations increased slightly over last year primarily due to favorable changes in deferred income taxes.

We plan to continue leveraging our

The letter of credit facility was in addition to the letters of

credit that may be issued under the Revolving Credit Agreement.

On April 15, 2025, we repaid the $400 million 3.250% Senior Notes due April 2025 and our $500 million 3.625% Senior Notes due April 2025.

On October 8, 2025, the Board voted to authorize the repurchase of an additional $1.5 billion of our common stock in connection with our ongoing share repurchase program.

Since the inception of the repurchase program in 1998, the Board has authorized $40.7 billion in share repurchases.

| Debt(1) | | $ | 8,848,600 | ​ | $ | 1,598,600 | ​ | $ | 1,050,000 | ​ | $ | 2,800,000 | ​ | $ | 3,400,000 |

| Interest payments(2) | ​ | | 1,951,388 | ​ | ​ | 370,125 | ​ | ​ | 637,175 | ​ | ​ | 489,950 | ​ | ​ | 454,138 |

| Operating leases(3) | ​ | | 4,382,768 | ​ | ​ | 424,466 | ​ | ​ | 891,971 | ​ | ​ | 779,934 | ​ | ​ | 2,286,397 |

| Finance leases(3) | ​ | | 464,987 | ​ | ​ | 112,918 | ​ | ​ | 223,305 | ​ | ​ | 88,985 | ​ | ​ | 39,779 |

| Self-insurance reserves(4) | ​ | | 280,103 | ​ | ​ | 82,630 | ​ | ​ | 105,300 | ​ | ​ | 45,436 | ​ | ​ | 46,737 |

| Construction commitments | ​ | | 130,480 | ​ | | 130,480 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |

| Transferable federal tax credits | ​ | ​ | 207,156 | ​ | ​ | 207,156 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |

| ​ | ​ | $ | 16,265,482 | ​ | $ | 2,926,375 | ​ | $ | 2,907,751 | ​ | $ | 4,204,305 | ​ | $ | 6,227,051 |

| ​ | ​ | $ | 251,257 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | Fiscal Year Ended August | | | | | | | | | | | | | |

| *​* | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

*​*

Our retail sales and commercial sales in our domestic and international markets grew as we continue to make progress on our growth initiatives aimed at improving parts availability and providing WOW!

Customer Service.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *​* | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Increase in domestic comparable store net sales(4) | ​ | | 0.4 | % | | 3.4 | % | | 8.4 | % | ​ | 13.6 | % | ​ | 7.4 | % |

| Increase in AutoZone store square footage | ​ | | 3.2 | % | | 3.2 | % | | 3.1 | % | | 3.6 | % | | 2.3 | % |

| Accounts payable to inventory ratio | ​ | | 119.5 | % | | 124.9 | % | | 129.5 | % | | 129.6 | % | | 115.3 | % |

Domestic commercial sales increased $284.3 million, or 6.2%, over domestic commercial sales for fiscal 2023, driven in part by the additional 53rd week sales of $95.7 million.

| *​* | ​ | 2024 | | ​ | 2023 | | ​ | 2024 | | ​ | 2023 | |

| --- | --- |

At August 31, 2024, we operated 6,432 domestic stores, 794 in Mexico and 127 in Brazil, compared with 6,300 domestic stores, 740 in Mexico and 100 in Brazil at August 26, 2023.

We reported a total auto parts segment (domestic, Mexico and Brazil) sales increase of 5.9% for fiscal 2024.

Cash flows from operations are favorable compared to last year primarily due to higher net income partially due to the additional week of sales in the current year.

On November 15, 2021, we amended and restated our existing revolving credit facility (as amended from time to time, the “Revolving Credit Agreement”) pursuant to which our borrowing capacity under the Revolving Credit Agreement was increased from $2.0 billion to $2.25 billion, and the maximum borrowing under the Revolving Credit Agreement may, at our option, subject to lenders approval, be increased from $2.25 billion to $3.25 billion.

The letter of credit facility is in addition to the letters of credit that may be issued under the Revolving Credit Agreement and had an expiration in June 2022.

On May 16, 2022, we amended and restated the letter of credit facility to, among other things, extend the facility through June 2025.

On January 18, 2022, we repaid the $500 million 3.700% Senior Notes due April 2022, which were callable at par in January 2022.

Previously, the Board voted to increase the authorization by $4.5 billion in fiscal 2023 and $5.0 billion in fiscal 2022.

| Debt(1) | | $ | 9,080,000 | ​ | $ | 1,480,000 | ​ | $ | 1,450,000 | ​ | $ | 2,000,000 | ​ | $ | 4,150,000 |

| Interest payments(2) | ​ | | 2,198,888 | ​ | ​ | 375,625 | ​ | ​ | 653,775 | ​ | ​ | 527,550 | ​ | ​ | 641,938 |

| Operating leases(3) | ​ | | 4,157,877 | ​ | ​ | 391,901 | ​ | ​ | 828,934 | ​ | ​ | 719,996 | ​ | ​ | 2,217,046 |

| Finance leases(3) | ​ | | 461,654 | ​ | ​ | 116,999 | ​ | ​ | 209,841 | ​ | ​ | 92,389 | ​ | ​ | 42,425 |

| Self-insurance reserves(4) | ​ | | 267,779 | ​ | ​ | 82,976 | ​ | ​ | 97,736 | ​ | ​ | 42,585 | ​ | ​ | 44,482 |

| Construction commitments | ​ | | 103,780 | ​ | | 103,780 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |

| Other(5) | ​ | ​ | 49,259 | ​ | ​ | 49,259 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |

| ​ | ​ | $ | 16,319,237 | ​ | $ | 2,600,540 | ​ | $ | 3,240,286 | ​ | $ | 3,382,520 | ​ | $ | 7,095,891 |

| (5) | _Represents commitments to make additional capital contributions to certain tax credit instruments upon achievement of project milestones._ |

| ​ | ​ | $ | 192,261 |

| (1) | _During the third quarter of fiscal 2020, the Company temporarily suspended share repurchases under the share repurchase program in response to the COVID-19 pandemic._ |

| ​ | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |

| Adjusted after-tax ROIC | ​ | | 49.7 | % | | 55.4 | % | | 52.9 | % | | 41.0 | % | | 35.7 | % |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | For the year ended | | | | | | | | | | | | | |

As of August [removed: 31, 2024] [added: 30, 2025,] and August [removed: 26, 2023,] [added: 31, 2024,] no such interest rate swaps were outstanding.

The fair value of our debt was estimated at [removed: $9.0] [added: $8.9] billion as of August [removed: 31, 2024,] [added: 30, 2025,] and [removed: $7.3] [added: $9.0] billion as of August [removed: 26, 2023,] [added: 31, 2024,] based on the quoted market prices for the same or similar debt issues or on the current rates available to us for debt having the same remaining maturities.

Such fair value is greater than the carrying value of debt by [removed: $3.5] [added: $94.4] million and [removed: less than the carrying value of debt by $406.6] [added: $3.5] million at August [removed: 31, 2024] [added: 30, 2025,] and August [removed: 26, 2023,] [added: 31, 2024,] respectively.

We had [added: $748.6 million and] $580.0 million in variable rate debt outstanding at August [removed: 31, 2024] [added: 30, 2025,] and [removed: $1.2 billion in] August [removed: 26, 2023.][added: 31, 2024, respectively.]

We had outstanding fixed rate debt of [removed: $8.4] [added: $8.1] billion, net of unamortized debt issuance costs of [removed: $55.6] [added: $48.8] million, at August [removed: 31, 2024,] [added: 30, 2025,] and [removed: $6.5] [added: $8.4] billion, net of unamortized debt issuance costs of [removed: $41.1] [added: $55.6] million, at August [removed: 26, 2023.][added: 31, 2024.]

A one percentage point increase in interest rates would have reduced the fair value of our fixed rate debt by approximately [removed: $365.1] [added: $443.7] million at August [removed: 31, 2024.][added: 30, 2025.]

The net asset exposure in the Mexican subsidiaries translated into U.S. dollars using the year-end exchange rates was [removed: $478.4] [added: $893.1] million at August [removed: 31, 2024] [added: 30, 2025,] and [removed: $409.8] [added: $478.4] million at August [removed: 26, 2023.][added: 31, 2024.]

The year-end exchange rates with respect to the Mexican peso [removed: decreased] [added: increased] by [removed: 17.9%] [added: 5.9%] with respect to the U.S. dollar during fiscal [removed: 2024] [added: 2025] and [removed: increased] [added: decreased] by [removed: 15.7%] [added: 17.9%] with respect to the U.S. dollar during fiscal [removed: 2023.][added: 2024.]

The potential loss in value of our net assets in the Mexican subsidiaries resulting from a hypothetical 10 percent adverse change in quoted foreign currency exchange rates at August [removed: 31, 2024] [added: 30, 2025,] and August [removed: 26, 2023,] [added: 31, 2024,] would have been approximately [removed: $43.5] [added: $81.2] million and approximately [removed: $37.3] [added: $43.5] million, respectively.

AutoZone, Inc. (“AutoZone,” the “Company,” “we,” “our” or “us”) is [removed: the] [added: a] leading retailer and distributor of automotive replacement parts and accessories in the Americas.

We began operations in 1979 and at August [removed: 31, 2024,] [added: 30, 2025,] operated [removed: 6,432] [added: 6,627] stores in the United States (“U.S.”), [removed: 794] [added: 883] stores in Mexico and [removed: 127] [added: 147] stores in Brazil.

At August [removed: 31, 2024,] [added: 30, 2025,] in [removed: 5,898] [added: 6,098] of our domestic stores as well as the vast majority of our stores in Mexico and Brazil, we had a commercial sales program that provides prompt delivery of parts and other products and commercial credit to local, regional and national repair garages, dealers, service stations, fleet owners and other accounts.

[removed: We believe the foundation of our success is our culture, which is rooted in our] [added: Our] Pledge and Values [removed: and defines] [added: define] how our employees (“AutoZoners”) take care of customers and fellow [removed: AutoZoners.][added: AutoZoners by fostering a strong, unique culture of teamwork and customer service.]

Each AutoZoner works hard to Live the Pledge, [added: remain committed to our values,] share their passion for WOW!

As of August [removed: 31, 2024,] [added: 30, 2025,] we employed approximately [removed: 126,000] [added: 130,000] AutoZoners, approximately 60 percent of whom were employed full-time and the remaining 40 percent were employed part-time.

[removed: About 90] [added: Approximately 91] percent of our AutoZoners were employed in stores or in direct field supervision, approximately [removed: 6] [added: six] percent in distribution centers and approximately [removed: 4] [added: three] percent in store support and other functions.

Included in the above numbers are approximately [removed: 17,500] [added: 19,000] AutoZoners employed in our international operations.

While many of our AutoZoners follow more traditional career paths (e.g., part-time to full-time sales, store manager, district manager, regional manager, vice president), we encourage cross-functional development and support of AutoZoners as they expand their [removed: career] [added: careers] into other departments and fields of interest within the Company.

For additional information, see “Store [removed: Operations—Store] Personnel Training and Incentives” below.

Additional information about our human capital resources can be found in our most recent [removed: Environmental, Social & Governance (“ESG”)] [added: Corporate Responsibility] Report, which is available on our website.

Our [removed: ESG] [added: Corporate Responsibility] Report is not, and will not be deemed to be, a part of this Annual Report on Form 10-K or incorporated by reference into this or any of our other filings with the Securities and Exchange Commission [removed: (“the SEC”).][added: (the “SEC”).]

At August [removed: 31, 2024] [added: 30, 2025,] our stores were in the following locations:

| ​ | ​ | [removed: Count] [added: Count] |

| Arkansas | | [removed: 75] [added: 77] |

| Delaware | | [removed: 22] [added: 23] |

| Hawaii | | [removed: 12] [added: 13] |

| Idaho | | [removed: 33] [added: 36] |

| Iowa | | [removed: 37] [added: 40] |

| Kansas | | [removed: 56] [added: 58] |

| Maryland | | [removed: 97] [added: 103] |

| Massachusetts | | [removed: 90] [added: 91] |

| Minnesota | | [removed: 68] [added: 69] |

| Mississippi | | [removed: 99] [added: 102] |

| Nebraska | | [removed: 25] [added: 27] |

| Nevada | | [removed: 73] [added: 75] |

| New Jersey | | [removed: 127] [added: 133] |

| New Mexico | | [removed: 64] [added: 67] |

| New York | | [removed: 224] [added: 233] |

| North Carolina | | [removed: 244] [added: 247] |

| North Dakota | | [removed: 7] [added: 8] |

| Oklahoma | | [removed: 90] [added: 93] |

| Oregon | | [removed: 58] [added: 59] |

| Puerto Rico | | [removed: 56] [added: 67] |

| Rhode Island | | [removed: 19] [added: 20] |

| Saint Thomas | | [removed: 1] [added: 2] |

| South Carolina | | [removed: 108] [added: 110] |

| Utah | | [removed: 72] [added: 74] |

| Wisconsin | | [removed: 79] [added: 80] |

| Total Domestic stores | | [removed: 6,432] [added: 6,627] |

We believe the foundation of our success is our culture, which is deeply rooted in our Pledge and Values: Puts Customers First, Cares About People, Strives for Exceptional Performance, Energizes Others, Embraces Diversity and Helps Teams Succeed.

We focus heavily on retention by offering competitive compensation and benefits packages, extensive training and development opportunities.

| Alabama | | 134 |

| Arizona | | 173 |

| California | | 681 |

| Colorado | | 104 |

| Florida | | 455 |

| Georgia | | 229 |

| Illinois | | 251 |

| Indiana | | 172 |

| Kentucky | | 110 |

| Louisiana | | 139 |

| Michigan | | 225 |

| Missouri | | 124 |

| Ohio | | 291 |

| Pennsylvania | | 255 |

| Tennessee | | 189 |

| Texas | | 736 |

| Virginia | | 160 |

| Washington | | 102 |

| Mexico | | 883 |

| Brazil | | 147 |

Hackney was named Executive Vice President – Merchandising, Marketing and Supply Chain in September 2023, and has notified the Company of his intent to retire effective prior to the end of the 2025 calendar year.

Gould, 56—Executive Vice President_ – _Merchandising, Marketing and Supply Chain, Customer Satisfaction_

Jennifer M.

_Bailey L.

Childress, 36—Senior Vice President_ – _Omnichannel and Merchandising Support, Customer Satisfaction_

Bailey L.

Childress was named Senior Vice President – Omnichannel and Merchandising Support in December 2024.

From 2022 to 2024, Mr. Childress served as Vice President – Merchandising Pricing and Analysis.

Prior to that, Mr. Childress held several key management positions with the Company, including Director – Merchandising, Commercial Merchandising, and Commercial Pricing.

_Eric J.

Leef, 51—Senior Vice President, Human Resources, Customer Satisfaction_

Eric J.

Prior to joining AutoZone, Mr. Leef was Executive Vice President and Chief Human Resources Officer for Hertz Global since 2021.

He joined Hertz as Senior Vice President, Chief Human Resources Officer in September 2020.

Prior to joining Hertz Global,

Mr. Leef was Chief Human Resources Officer at Atria Senior Living Community.

Prior to that, Mr. Leef spent 16 years at GE and GE Appliances, a Haier Company, holding various HR leadership roles supporting supply chain, technology and consumer service divisions.

Lindsay W.

We focus heavily on retention by offering competitive compensation and benefits packages, extensive training and development opportunities and by leveraging our business resource groups (“BRGs”) to support AutoZoners across the organization contribute their voices, time, and talent to helping other AutoZoners succeed in their careers.

*​*

_Diversity, Equity and Inclusion (“DEI”)_

“Embraces Diversity” is one of our Values, and we believe a diverse workforce has made meaningful contributions to our success.

Our DEI efforts influence and inform many parts of our human capital management efforts including talent acquisition, retention, professional development and workforce management.

Our first BRG was established in 2014 (AutoZone Women’s Initiative).

Since then, five other BRGs now exist to help AutoZoners across the organization grow and succeed in their careers.

The BRGs are open to all AutoZoners.

| Alabama | | 124 |

| Arizona | | 172 |

| California | | 670 |

| Colorado | | 102 |

| Florida | | 441 |

| Georgia | | 217 |

| Illinois | | 249 |

| Indiana | | 165 |

| Kentucky | | 107 |

| Louisiana | | 134 |

| Michigan | | 223 |

| Missouri | | 123 |

| Ohio | | 289 |

| Pennsylvania | | 241 |

| Tennessee | | 184 |

| Texas | | 709 |

| Virginia | | 156 |

| Washington | | 100 |

| Mexico | | 794 |

| Brazil | | 127 |

Jenna M.

| For the fiscal year ended August [removed: 31, 2024.] [added: 30, 2025.] | |

[removed: ][added: ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was [removed: $46,251,857,027.][added: $57,759,306,497.]

The number of shares of Common Stock outstanding as of October [removed: 21, 2024,] [added: 20, 2025,] was [removed: 16,904,289.][added: 16,632,663.]

Portions of the definitive Proxy Statement to be filed within 120 days of August [removed: 31, 2024,] [added: 30, 2025,] pursuant to Regulation 14A under the Securities Exchange Act of 1934 for the Annual Meeting of Stockholders to be held December [removed: 18, 2024,] [added: 17, 2025,] are incorporated by reference into Part III.

| [Item 1B.](#Item1BUnresolvedStaffComments_805543) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_805543) | [removed: 22] [added: 23] |

| [Item 1C.](#Item1CCybersecurity) | [Cybersecurity](#Item1CCybersecurity) | [removed: 22] [added: 24] |

| [Item 2.](#Item2Properties_157234) | [Properties](#Item2Properties_157234) | [removed: 24] [added: 25] |

| [Item 3.](#Item3LegalProceedings_756426) | [Legal Proceedings](#Item3LegalProceedings_756426) | [removed: 24] [added: 25] |

| [Item 4.](#Item4MineSafetyDisclosures_520665) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_520665) | [removed: 24] [added: 25] |

| [PART II](#PARTII_588024) | ​ | [removed: 25] [added: 26] |

| [Item 5.](#Item5MarketforRegistrantsCommonEquityRel) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquityRel) | [removed: 25] [added: 26] |

| [Item 6.](#Reserved) | [Reserved](#Reserved) | [removed: 26] [added: 27] |

| [Item 7.](#Item7ManagementsDiscussionandAnalysisofF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysisofF) | [removed: 27] [added: 28] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 39] [added: 41] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 41] [added: 43] |

| [Item 9.](#Item9ChangesInandDisagreementswithAccoun) | [Changes In and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesInandDisagreementswithAccoun) | [removed: 74] [added: 76] |

| [Item 9A.](#Item9AControlsandProcedures_188492) | [Controls and Procedures](#Item9AControlsandProcedures_188492) | [removed: 75] [added: 76] |

| [Item 9B.](#Item9BOtherInformation_172860) | [Other Information](#Item9BOtherInformation_172860) | [removed: 75] [added: 76] |

| [Item 9C.](#Item9CDisclosureRegardingForeignJurisdic) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeignJurisdic) | [removed: 75] [added: 76] |

| [PART III](#PARTIII_203734) | ​ | [removed: 76] [added: 77] |

| [Item 10.](#Item10DirectorsExecutiveOfficersandCorpo) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | [removed: 76] [added: 77] |

| [Item 11.](#Item11ExecutiveCompensation_791654) | [Executive Compensation](#Item11ExecutiveCompensation_791654) | [removed: 76] [added: 77] |

| [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | [removed: 76] [added: 77] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | [removed: 76] [added: 77] |

| [Item 14.](#Item14PrincipalAccountingFeesandServices) | [Principal Accounting Fees and Services](#Item14PrincipalAccountingFeesandServices) | [removed: 77] [added: 78] |

[removed: Certain statements herein constitute forward-looking] [added: Forward-looking] statements [removed: that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and] typically use words such as “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “seek,” “may,” “could” and similar [removed: expressions, although not all forward-looking statements contain such identifying words.][added: expressions.]

These forward-looking statements are subject to a number of risks and uncertainties, including without limitation: product demand, due to changes in fuel prices, miles driven or otherwise; energy prices; weather, including extreme temperatures and natural disasters; competition; credit market conditions; cash flows; access to financing on favorable terms; future stock repurchases; the impact of recessionary conditions; consumer debt levels; changes in laws or regulations; risks associated with self-insurance; war and the prospect of war, including terrorist activity; public health issues; inflation, including wage inflation; exchange rates; the ability to hire, train and retain qualified employees, including members of management; construction delays; failure or interruption of our information technology systems; issues relating to the confidentiality, integrity or availability of information, including due to cyber-attacks; historic growth rate sustainability; downgrade of our credit ratings; damage to our reputation; challenges associated with doing business in and expanding into international markets; origin and raw material costs of suppliers; inventory availability; disruption in our supply chain; [removed: tariffs;] [added: tariffs, trade policies and other geopolitical factors;] new accounting standards; our ability to execute our growth initiatives; and other business interruptions.

These and other risks and uncertainties [removed: could materially and adversely affect our business and] are discussed in more detail in the “Risk Factors” section contained in Item 1A under Part 1 of this Annual Report on Form 10-K for the year ended August [removed: 31, 2024.][added: 30, 2025.]

Certain statements herein constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

[added: Our program] prioritizes threat mitigation and risk management, while focusing on maintaining the integrity and resilience of our systems.

Our program is informed by industry standards, including the National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF), the American National Standards Institute encryption standards and the Payment Card Industry Data Security [removed: Standard.][added: Standard, among others.]

The cybersecurity risk management program is integrated into our broader enterprise risk management framework, which allows our senior management team, with oversight [removed: of] [added: from] our Board, to develop a more holistic view of our risk exposure and prioritize and manage such risks accordingly.

Our CISO has over 25 years’ experience in IT, with [removed: almost] [added: over] 20 years in dedicated Information Security leadership roles.

Our program

The following table reflects the number of leased and owned properties and square footage of selling space for our stores as of August [removed: 31, 2024:][added: 30, 2025:]

We have approximately [removed: 7.1] [added: 8.5] million square feet in distribution centers servicing our stores, of which approximately [removed: 2.1] [added: 2.0] million square feet is leased and the remainder is owned.

We have [removed: 11] [added: 13] distribution centers located throughout the U.S., two in Mexico, and one in Brazil.

| Leased | | 4,307 | | 29,029,004 |

| Owned | | 3,350 | | 22,788,576 |

| Total | | 7,657 | | 51,817,580 |

| Leased | | 4,081 | | 27,226,410 |

| Owned | | 3,272 | | 22,190,827 |

| Total | | 7,353 | | 49,417,237 |

The principal market on which our common stock is traded is the New York Stock Exchange under the symbol “AZO.” On October [removed: 21, 2024,] [added: 20, 2025,] there were [removed: 1,603] [added: 1,477] stockholders of record, which does not include the number of beneficial owners whose shares were represented by security position listings.

The Board voted to increase the repurchase authorization by [removed: $2.0 billion on December 20, 2023 and] $1.5 billion on [removed: June 19, 2024,] [added: October 8, 2025,] bringing the total value of authorized share repurchases to [removed: $39.2] [added: $40.7] billion.

Shares of common stock repurchased by the Company during the quarter ended August [removed: 31, 2024] [added: 30, 2025,] were as follows:

The Company [removed: also repurchased, at market value, an additional 4,886 shares in fiscal year 2022 from] [added: allows] employees [removed: electing] to [removed: sell their stock] [added: purchase Company shares] under the Company’s Eighth Amended and Restated Employee Stock Purchase Plan (as amended from time to time, the “Employee Plan”), qualified under Section 423 of the Internal Revenue Code, under which all eligible employees may purchase AutoZone’s common stock at 85% of the lower of the market price of the common stock on the first day or last day of each calendar quarter through payroll deductions.

Under the Employee Plan, [removed: 5,000, 5,183] [added: 4,419, 5,000] and [removed: 6,238] [added: 5,183] shares were sold to employees in fiscal [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

At August [removed: 31, 2024, 117,341] [added: 30, 2025, 112,922] shares of common stock were reserved for future issuance under the Employee Plan.

Purchases by executives under the Executive Plan were [removed: 540, 689] [added: 246, 540] and [removed: 709] [added: 689] shares in fiscal [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

At August [removed: 31, 2024, 232,426] [added: 30, 2025, 232,180] shares of common stock were reserved for future issuance under the Executive Plan.

The graph below presents changes in the value of AutoZone’s stock as compared to Standard & Poor’s 500 Composite Index (“S&P 500”) and to Standard & Poor’s Retail Index (“S&P Retail Index”) for the five-year period beginning August [removed: 31, 2019,] [added: 29, 2020,] and ending August [removed: 31, 2024.][added: 30, 2025.]

[removed: ][added: ]

| May 11, 2025 to June 7, 2025 | 2,685 | ​ | $ | 3,734.05 | ​ | 2,685 | ​ | $ | 1,069,026,435 |

| June 8, 2025 to July 5, 2025 | 42,792 | ​ | | 3,663.97 | ​ | 42,792 | ​ | ​ | 912,238,027 |

| July 6, 2025 to August 2, 2025 | 38,340 | ​ | | 3,784.60 | ​ | 38,340 | ​ | ​ | 767,136,413 |

| August 3, 2025 to August 30, 2025 | 33,111 | ​ | ​ | 4,071.93 | ​ | 33,111 | ​ | ​ | 632,310,629 |

| Total | 116,928 | ​ | $ | 3,820.66 | ​ | 116,928 | ​ | $ | 632,310,629 |

| May 5, 2024 to June 1, 2024 | 65,636 | ​ | $ | 2,891.87 | ​ | 65,636 | ​ | $ | 1,184,718,249 |

| June 2, 2024 to June 29, 2024 | 81,197 | ​ | | 2,881.79 | ​ | 81,197 | ​ | ​ | 2,450,725,318 |

| June 30, 2024 to July 27, 2024 | 84,860 | ​ | | 2,936.78 | ​ | 84,860 | ​ | ​ | 2,201,510,545 |

| July 28, 2024 to August 31, 2024 | 12,096 | ​ | ​ | 3,103.60 | ​ | 12,096 | ​ | ​ | 2,163,969,364 |

| Total | 243,789 | ​ | $ | 2,914.65 | ​ | 243,789 | ​ | $ | 2,163,969,364 |

| [Management’s Report on Internal Control Over Financial Reporting](#ManagementsReportonInternalControlOverFi) | [removed: 42] [added: 44] |

| [Reports of Independent Registered Public Accounting [removed: Firm](#ReportofIndpendentRegistereedPublicAccou)] [added: Firm](#ReportofIndependence)] | [removed: 43] [added: 45] |

| [Consolidated Statements of Income](#AutoZoneIncConsolidatedStatementsofIncom) | [removed: 46] [added: 48] |

| [Consolidated Statements of Comprehensive Income](#AutoZoneIncConsolidatedStatementsofCompr) | [removed: 46] [added: 48] |

| [Consolidated Balance Sheets](#ConsolidatedBalanceSheets_880763) | [removed: 47] [added: 49] |

| [Consolidated Statements of Cash Flows](#ConsolidatedStatementsofCashFlows_609202) | [removed: 48] [added: 50] |

| [Consolidated Statements of Stockholders’ Deficit](#StatementsofStockholdersDeficit_845379) | [removed: 49] [added: 51] |

| [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_8) | [removed: 50] [added: 52] |

Management, with the participation of our principal executive and financial officers, assessed our internal control over financial reporting as of August [removed: 31, 2024,] [added: 30, 2025,] the end of our fiscal year.

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of August [removed: 31, 2024.][added: 30, 2025.]

Ernst & Young LLP’s attestation report on the Company’s internal control over financial reporting as of August [removed: 31, 2024] [added: 30, 2025,] is included in this Annual Report on Form 10-K.

Report of Independent [removed: Registered] [added: Registered] Public Accounting Firm

We have audited AutoZone, Inc.’s internal control over financial reporting as of August [removed: 31, 2024,] [added: 30, 2025,] based on criteria established in Internal [removed: Control–Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework),] [added: framework)] (the COSO criteria).

In our opinion, AutoZone, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of August [removed: 31, 2024,] [added: 30, 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of August [removed: 31, 2024] [added: 30, 2025] and August [removed: 26, 2023,] [added: 31, 2024,] the related consolidated statements of income, comprehensive income, stockholders’ deficit and cash flows for each of the three years in the period ended August [removed: 31, 2024,] [added: 30, 2025,] and the related notes and our report dated October [removed: 28, 2024] [added: 27, 2025] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of AutoZone, Inc. (the Company) as of August [removed: 31, 2024,] [added: 30, 2025] and August [removed: 26, 2023,] [added: 31, 2024,] the related consolidated statements of income, comprehensive income, stockholders' deficit and cash flows for each of the three years in the period ended August [removed: 31, 2024,] [added: 30, 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at August [removed: 31, 2024] [added: 30, 2025] and August [removed: 26, 2023,] [added: 31, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended August [removed: 31, 2024,] [added: 30, 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of August [removed: 31, 2024,] [added: 30, 2025,] based on criteria established in Internal [removed: Control–Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated October [removed: 28, 2024] [added: 27, 2025] expressed an unqualified opinion thereon.

| ​ | ​ | August [removed: 31,] [added: 30,] | | ​ | August [removed: 26,] [added: 31,] | | ​ | August [removed: 27,] [added: 26,] | |

| ​ | ​ | [removed: 2024] [added: 2025] | | ​ | [removed: 2023] [added: 2024] | | ​ | [removed: 2022] [added: 2023] | |

| _(in thousands, except per share data)_ | ​ | [removed: (53] [added: (52] weeks) | | ​ | [removed: (52] [added: (53] weeks) | | ​ | (52 weeks) | |

| Net sales | | $ | [removed: 18,490,268] [added: 18,938,717] | | $ | [removed: 17,457,209] [added: 18,490,268] | | $ | [removed: 16,252,230] [added: 17,457,209] |

| Cost of sales, including warehouse and delivery expenses | ​ | ​ | [removed: 8,673,216] [added: 8,972,243] | ​ | ​ | [removed: 8,386,787] [added: 8,673,216] | ​ | ​ | [removed: 7,779,580] [added: 8,386,787] |

| Gross profit | ​ | ​ | [removed: 9,817,052] [added: 9,966,474] | ​ | | [removed: 9,070,422] [added: 9,817,052] | ​ | | [removed: 8,472,650] [added: 9,070,422] |

| Operating, selling, general and administrative expenses | ​ | ​ | [removed: 6,028,344] [added: 6,356,318] | ​ | ​ | [removed: 5,596,436] [added: 6,028,344] | ​ | ​ | [removed: 5,201,921] [added: 5,596,436] |

| Operating profit | ​ | ​ | [removed: 3,788,708] [added: 3,610,156] | ​ | ​ | [removed: 3,473,986] [added: 3,788,708] | ​ | ​ | [removed: 3,270,729] [added: 3,473,986] |

| Interest expense, net | ​ | ​ | [removed: 451,578] [added: 475,824] | ​ | ​ | [removed: 306,372] [added: 451,578] | ​ | ​ | [removed: 191,638] [added: 306,372] |

| Income before income taxes | ​ | ​ | [removed: 3,337,130] [added: 3,134,332] | ​ | | [removed: 3,167,614] [added: 3,337,130] | ​ | | [removed: 3,079,091] [added: 3,167,614] |

| Income tax expense | ​ | ​ | [removed: 674,703] [added: 636,085] | ​ | ​ | [removed: 639,188] [added: 674,703] | ​ | ​ | [removed: 649,487] [added: 639,188] |

| Net income | ​ | $ | [removed: 2,662,427] [added: 2,498,247] | ​ | $ | [removed: 2,528,426] [added: 2,662,427] | ​ | $ | [removed: 2,429,604] [added: 2,528,426] |

| Weighted average shares for basic earnings per share | ​ | | [removed: 17,309] [added: 16,789] | ​ | | [removed: 18,510] [added: 17,309] | ​ | | [removed: 20,107] [added: 18,510] |

| Effect of dilutive stock equivalents | ​ | ​ | [removed: 494] [added: 456] | ​ | ​ | [removed: 593] [added: 494] | ​ | ​ | [removed: 626] [added: 593] |

| Weighted average shares for diluted earnings per share | ​ | | [removed: 17,803] [added: 17,245] | ​ | | [removed: 19,103] [added: 17,803] | ​ | | [removed: 20,733] [added: 19,103] |

| Basic earnings per share | ​ | $ | [removed: 153.82] [added: 148.80] | ​ | $ | [removed: 136.60] [added: 153.82] | ​ | $ | [removed: 120.83] [added: 136.60] |

| Diluted earnings per share | ​ | $ | [removed: 149.55] [added: 144.87] | ​ | $ | [removed: 132.36] [added: 149.55] | ​ | $ | [removed: 117.19] [added: 132.36] |

| ​ | ​ | August [removed: 31,] [added: 30,] | | ​ | August [removed: 26,] [added: 31,] | | ​ | August [removed: 27,] [added: 26,] | |

| ​ | | [removed: 2024] [added: 2025] | | ​ | [removed: 2023] [added: 2024] | | ​ | [removed: 2022] [added: 2023] | |

| _(in thousands)_ | ​ | [removed: (53] [added: (52] weeks) | | ​ | [removed: (52] [added: (53] weeks) | | ​ | (52 weeks) | |

| Other comprehensive [removed: (loss) income:] [added: income (loss):] | ​ | | | ​ | | | ​ | | |

| Foreign currency translation adjustments | ​ | | [removed: (174,715)] [added: 74,236] | ​ | | [removed: 103,633] [added: (174,715)] | ​ | | [removed: 7,448] [added: 103,633] |

October 27, 2025

| Description of the Matter | At August 30, 2025, the Company’s self-insurance reserve estimate was $268.8 million. As more fully described in Note A of the consolidated financial statements, the Company retains a significant portion of the risks associated with workers’ compensation, general and product liability, property and vehicle insurance. The self-insurance reserves are accrued based upon discounted estimates of the liability for claims incurred and for events that have occurred but have not been reported using certain third-party actuarial projections and the Company’s claim loss experience. ​ |

| ​ ​ ​ How We Addressed the Matter in Our Audit | Auditing the insurance reserve was complex and judgmental due to the actuarial valuation methods and assumptions related to the loss development factors and loss trends. ​ We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the valuation of the self-insurance reserve. This included management’s review of the actuarial valuation methods and the assumptions related to the loss development factors and loss trends. To test the valuation of the Company’s self-insurance reserve, we performed audit procedures that included, among others, assessing the appropriateness of the actuarial valuation methods and testing the significant assumptions discussed above. We also developed an independent range of reserves for comparison to the Company’s recorded amounts, using standard actuarial methods. We involved our actuarial specialists to assist with our audit procedures. |

October 27, 2025

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Net income | ​ | $ | 2,498,247 | ​ | $ | 2,662,427 | ​ | $ | 2,528,426 |

| _(in thousands)_ | ​ | 2025 | | ​ | 2024 | |

| Cash and cash equivalents | ​ | $ | 271,803 | ​ | $ | 298,172 |

| ​ | ​ | | 7,062,509 | ​ | | 6,183,539 |

| Net income | ​ | $ | 2,498,247 | ​ | $ | 2,662,427 | ​ | $ | 2,528,426 |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 2,498,247 | ​ | | — | ​ | | — | ​ | | 2,498,247 |

| Retirement of treasury shares | | (710) | ​ | | (7) | ​ | | (69,878) | ​ | | (2,049,117) | ​ | | — | ​ | | 2,119,002 | ​ | | — |

| Balance at August 30, 2025 | | 16,927 | ​ | $ | 169 | ​ | $ | 1,843,779 | ​ | $ | (3,975,852) | ​ | $ | (285,010) | ​ | $ | (997,399) | ​ | $ | (3,414,313) |

CIP represents costs incurred for the construction of retail store locations, renovations of existing stores, and the development of distribution centers.

Assets recorded as CIP are not depreciated until the assets are placed in service.

Cloud Computing Arrangements: The Company capitalizes implementation costs associated with its cloud computing arrangements when incurred, consistent with the treatment of costs capitalized for internal use software.

These costs begin amortization once the related software is placed in service and will be amortized over the remaining non-cancellable term of the hosting agreement, plus any renewal periods that are reasonably certain to be exercised, and are recorded within Operating, selling, general and administrative expenses in the Company’s Consolidated Statements of Income, the same line item as the related hosting fees.

No amortization expenses have been recorded in the year ended August 30, 2025, or the comparable prior year periods.

At August 30, 2025, capitalized cloud-based enterprise resource planning (ERP) software implementation costs were $1.6 million recorded within Other current assets and $29.6 million recorded within Other long-term assets on the Company's Condensed Consolidated Balance Sheets.

No cloud-based software implementation costs were recorded at August 31, 2024.

Cloud computing arrangement implementation costs are classified within operating activities in the Company’s Statements of Cash Flows.

The Company adopted this standard in the fourth quarter ended August 30, 2025.

(Refer to “Note P – Segment Reporting” for additional information.)

The

In November 2024, the FASB issued ASU 2024-03, _Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40)_.

This ASU requires disclosure in the notes to the financial statements, at each interim and annual reporting period, of specified information about certain costs and expenses including purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption.

Also required is a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated.

This ASU should be applied either prospectively to financial statements issued after the effective date of this update or retrospectively to all prior periods presented in the financial statements.

| Other current assets | ​ | $ | 13,667 | ​ | $ | 4,994 | ​ | $ | — | ​ | $ | 18,661 |

| Other long-term assets | ​ | | 52,278 | ​ | ​ | 53,201 | ​ | | — | ​ | | 105,479 |

| ​ | ​ | $ | 65,945 | ​ | $ | 58,195 | ​ | $ | — | ​ | $ | 124,140 |

Additionally, the Company has deferred compensation plan assets which are recorded at fair value on a recurring basis using Level 1 inputs.

These assets consisted of investments in various mutual and money markets funds of which $2.7 million is recorded in Other current assets and $68.2 million is recorded in Other long-term assets at August 30, 2025, and $3.1 million was recorded in Other current assets and $62.3 million was recorded in Other long-term assets at August 31, 2024.

The Company’s liability under the plan included $2.7 million recorded in Accrued expenses and other and $68.2 million recorded in Other long-term liabilities at August 30, 2025, and $3.1 million recorded in Accrued expenses and other and $62.3 million recorded in Other long-term liabilities at August 31, 2024.

| Corporate debt securities | ​ | $ | 23,441 | ​ | $ | 270 | ​ | $ | (33) | ​ | $ | 23,678 |

| Government bonds | ​ | | 63,053 | ​ | | 910 | ​ | | (201) | ​ | | 63,762 |

| Mortgage-backed securities | ​ | | 21,433 | ​ | | 227 | ​ | | (81) | ​ | | 21,579 |

| ​ | ​ | $ | 122,970 | ​ | $ | 1,488 | ​ | $ | (318) | ​ | $ | 124,140 |

The contractual maturities of the Company’s available for sale marketable debt securities are as follows:

| ​ | ​ | Amortized | | ​ | Fair | |

October 28, 2024

​

| Description of the Matter | At August 31, 2024, the Company’s self-insurance reserve estimate was $257.7 million. As more fully described in Note A of the consolidated financial statements, the Company retains a significant portion of the risks associated with workers’ compensation, general liability, product liability, property and vehicle insurance. Accordingly, the Company utilizes various methods, including analyses of historical trends and actuarial methods, to estimate the costs of these risks. Auditing the self-insurance reserve is complex and required the involvement of specialists due to the judgmental nature of estimating the costs to settle reported claims and claims incurred but not yet reported. There are a number of factors and/or assumptions (e.g., severity, duration and frequency of claims, projected inflation of related factors, and the risk-free rate) used in the measurement process which have a significant effect on the estimated self-insurance reserve. |

| How We Addressed the Matter in Our Audit | We evaluated the design and tested the operating effectiveness of the Company’s controls over the self-insurance reserve process. For example, we tested controls over management’s review of the self-insurance reserve calculations, the significant actuarial assumptions and the data inputs provided to the actuary. To evaluate the self-insurance reserve, our audit procedures included, among others, assessing the methodologies used, evaluating the significant actuarial assumptions discussed above and testing the completeness and the accuracy of the underlying claims data used by the Company. We compared the actuarial assumptions used by management to historical trends and evaluated the change in the self-insurance reserve from the prior year due to changes in these assumptions. In addition, we involved our actuarial specialists to assist in assessing the valuation methodologies and significant assumptions used in the valuation analysis, we evaluated management’s methodology for determining the risk-free interest rate utilized in measuring the net present value of the long-term portion of the self-insurance reserve, we compared the significant assumptions used by management to industry accepted actuarial assumptions and we compared the Company’s reserve to a range developed by our actuarial specialists based on assumptions developed by the specialists. ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | | 6,183,539 | ​ | | 5,596,548 |

| Cash and cash equivalents at beginning of period | ​ | ​ | 277,054 | ​ | ​ | 264,380 | ​ | | 1,171,335 |

| Balance at August 28, 2021 | | 23,007 | ​ | $ | 230 | ​ | $ | 1,465,669 | ​ | $ | (419,829) | ​ | $ | (307,986) | ​ | $ | (2,535,620) | ​ | $ | (1,797,536) |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 2,429,604 | ​ | | — | ​ | | — | ​ | | 2,429,604 |

| Retirement of treasury shares | | (2,484) | ​ | | (25) | ​ | | (292,975) | ​ | | (3,339,842) | ​ | | — | ​ | | 3,632,842 | ​ | | — |

is relied upon in determining the current portion of these liabilities.

based on changes in market conditions, vendor marketing strategies and changes in the profitability or sell-through of the related merchandise.

There were 118,771, 140,071 and 142,887 stock

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, _Liabilities – Supplier Finance Programs (Subtopic 405-50)_.

This ASU requires buyers in a supplier finance program to disclose sufficient qualitative and quantitative information about the program to allow a reader of the financial statements to understand the program’s nature, activity during the period, changes from period to period and the program’s potential magnitude.

The Company adopted this standard on a retrospective basis beginning with its first quarter ended November 18, 2023.

Refer to “Note F – Supplier Financing Programs.”

measure fair value.

| *​* | ​ | August 26, 2023 | | | | | | | | | | |

| Other current assets | ​ | $ | 35,349 | ​ | $ | 4,290 | ​ | $ | — | ​ | $ | 39,639 |

| Other long-term assets | ​ | | 71,028 | ​ | | 10,846 | ​ | | — | ​ | | 81,874 |

| ​ | ​ | $ | 106,377 | ​ | $ | 15,136 | ​ | $ | — | ​ | $ | 121,513 |

At August 31, 2024, the fair value measurement amounts for assets and liabilities recorded in the accompanying Consolidated Balance Sheet consisted of short-term marketable debt securities of $38.4 million, which are included within Other current assets and long-term marketable debt securities of $83.7 million, which are included within Other long-term assets.

| Corporate debt securities | ​ | $ | 31,683 | ​ | $ | 17 | ​ | $ | (504) | ​ | $ | 31,196 |

| Government bonds | ​ | | 63,747 | ​ | | — | ​ | | (1,440) | ​ | | 62,307 |

| Mortgage-backed securities | ​ | | 3,215 | ​ | | — | ​ | | (213) | ​ | | 3,002 |

| ​ | ​ | $ | 123,887 | ​ | $ | 17 | ​ | $ | (2,391) | ​ | $ | 121,513 |

| 2025 | ​ | $ | 116,999 | ​ | $ | 391,901 | ​ | $ | 508,900 |

| 2026 | ​ | | 117,426 | ​ | ​ | 424,859 | ​ | ​ | 542,285 |

| 2027 | ​ | | 92,415 | ​ | ​ | 404,075 | ​ | ​ | 496,490 |

| 2028 | ​ | | 61,692 | ​ | ​ | 375,799 | ​ | ​ | 437,491 |

| 2029 | ​ | | 30,697 | ​ | ​ | 344,197 | ​ | ​ | 374,894 |

| Thereafter | ​ | | 42,425 | ​ | ​ | 2,217,046 | ​ | ​ | 2,259,471 |

| Total lease payments | ​ | ​ | 461,654 | ​ | ​ | 4,157,877 | ​ | | 4,619,531 |

| Less: Interest | ​ | | (62,213) | ​ | ​ | (930,848) | ​ | ​ | (993,061) |

| Present value of lease liabilities | ​ | $ | 399,441 | ​ | $ | 3,227,029 | ​ | $ | 3,626,470 |

| *​* | ​ | August 31, 2024 | ​ |

| ​ | | August 31, | | | August 26, | |

The Organization for Economic Co-operation and Development has issued Pillar Two model rules introducing a new global minimum tax of 15% intended to be effective for our tax periods ending August 30, 2025 and forward.

While the U.S. has not yet adopted the Pillar Two rules, various other governments around the world are enacting similar legislation.

As of August [removed: 31, 2024,] [added: 30, 2025,] an evaluation was performed under the supervision and with the participation of AutoZone’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as amended.

Based on that evaluation, our management, including the Chief Executive Officer and the Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of August [removed: 31, 2024.][added: 30, 2025.]

A report of AutoZone’s management on our internal control over financial reporting (as such term [added: is] defined in Rule 13a-15(f) under the Exchange Act) and a report of Ernst & Young, LLP, an independent registered public accounting firm, on the effectiveness of AutoZone’s internal control over financial reporting are included in Part I, Item 8 of this document and is incorporated herein by reference.

There were no changes in our internal control over financial reporting that occurred during the quarter ended August [removed: 31, 2024] [added: 30, 2025,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our internal control over financial reporting as of August [removed: 31, 2024] [added: 30, 2025,] has been audited by Ernst & Young, LLP, an independent registered public accounting firm, which also audited our Consolidated Financial Statements for the year ended August [removed: 31, 2024,] [added: 30, 2025,] as stated in their report included herein, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of August [removed: 31, 2024.][added: 30, 2025.]

On June 27, 2025, K.

Michelle Borninkhof, our Senior Vice President and Chief Information Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The trading plan provides for the sale of up to 3,680 shares of our common stock and will terminate on December 31, 2026, subject to the terms and conditions specified in the plan.

None.

Without limiting the generality of the foregoing, during the quarterly period ended August 31, 2024, no officer or director of the Company adopted or terminated any “Rule 10b5-1 trading agreement” or any “non-Rule 10b5-1 trading arrangement,” as each item is defined in Item 408 of Regulation S-K.

Certain information required by Part III is incorporated by reference from AutoZone’s definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders to be held on December [removed: 18, 2024] [added: 17, 2025] (our “Proxy Statement”).

Additionally, the information contained in AutoZone, Inc.’s Proxy Statement relating to our [removed: 2024] [added: 2025] Annual Meeting of Shareholders, in the sections entitled “Corporate Governance Matters,” “Proposal 1 – Election of Directors” and “Delinquent Section 16(a) Reports,” is incorporated herein by reference in response to this item.

The Company has adopted a Code of Ethical Conduct for Financial Executives that applies to its chief executive officer, chief financial officer, [removed: chief accounting officer] [added: controller] and other financial executives.

The information contained in AutoZone, Inc.’s Proxy Statement relating to our [removed: 2024] [added: 2025] Annual Meeting of Shareholders, in the section entitled [removed: “Executive Compensation,”] [added: “Compensation Discussion & Analysis,”] is incorporated herein by reference in response to this item.

The information contained in AutoZone, Inc.’s Proxy Statement relating to our [removed: 2024] [added: 2025] Annual Meeting of Shareholders, in the sections entitled [removed: “Security] [added: “Share] Ownership of [removed: Management] [added: Directors] and [removed: Board of Directors,” “Security] [added: Executive Officers,” “Share] Ownership of Certain Beneficial Owners” and “Equity Compensation Plans” is incorporated herein by reference in response to this item.

The information contained in AutoZone, Inc.’s Proxy Statement relating to our [removed: 2024] [added: 2025] Annual Meeting of Shareholders, in the sections entitled “Related Party Transactions” and [removed: “Corporate Governance Matters] [added: “Governance Framework] – [added: Director] Independence” is incorporated herein by reference in response to this item.

The information contained in AutoZone, Inc.’s Proxy Statement relating to our [removed: 2024] [added: 2025] Annual Meeting of Shareholders, in the section entitled “Proposal 2 – Ratification of Independent Registered Public Accounting Firm,” is incorporated herein by reference in response to this item.

| [Reports of Independent Registered Public Accounting [removed: Firm](#ReportofIndpendentRegistereedPublicAccou)] [added: Firm](#ReportofIndependence)] |

| [Consolidated Statements of Income for the fiscal years ended August [removed: 31, 2024,] [added: 30, 2025,] August [removed: 26, 2023] [added: 31, 2024] and August [removed: 27, 2022](#StatementsofIncome_880869)] [added: 26, 2023](#StatementsofIncome_880869)] |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended August [removed: 31, 2024,] [added: 30, 2025,] August [removed: 26, 2023] [added: 31, 2024] and August [removed: 27, 2022](#StatementsofComprehensiveIncome_464381)] [added: 26, 2023](#StatementsofComprehensiveIncome_464381)] |

| [Consolidated Balance Sheets as of August [removed: 31, 2024] [added: 30, 2025] and August [removed: 26, 2023](#ConsolidatedBalanceSheets_880763)] [added: 31, 2024](#ConsolidatedBalanceSheets_880763)] |

| [Consolidated Statements of Cash Flows for the fiscal years ended August [removed: 31, 2024,] [added: 30, 2025,] August [removed: 26, 2023] [added: 31, 2024] and August [removed: 27, 2022](#ConsolidatedStatementsofCashFlows_609202)] [added: 26, 2023](#ConsolidatedStatementsofCashFlows_609202)] |

| [Consolidated Statements of Stockholders’ Deficit for the fiscal years ended August [removed: 31, 2024,] [added: 30, 2025,] August [removed: 26, 2023] [added: 31, 2024] and August [removed: 27, 2022](#StatementsofStockholdersDeficit_845379)] [added: 26, 2023](#StatementsofStockholdersDeficit_845379)] |

| 3.2 | ​ | [removed: [Eighth] [added: [Ninth] Amended and Restated By-Laws of AutoZone, Inc. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated [removed: March 23, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000117184323001868/exh_31.htm)] [added: April 1, 2025.](https://www.sec.gov/Archives/edgar/data/866787/000117184325001937/exh_31.htm)] |

| 4.9 | ​ | [Officers’ Certificate dated April 18, 2019, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the [removed: 3.125%] [added: 3.750%] Senior Notes due [removed: 2024.] [added: 2029.] Incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Current Report on Form 8-K dated April 18, [removed: 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex41.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex42.htm)] |

| [removed: 4.10] [added: 4.26] | ​ | [Officers’ Certificate dated [removed: April 18, 2019,] [added: July 21, 2023,] pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the [removed: 3.750%] [added: 5.200%] Senior Notes due [removed: 2029.] [added: 2033.] Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated [removed: April 18, 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex42.htm)] [added: July 21, 2023](https://www.sec.gov/Archives/edgar/data/866787/000110465923083034/tm2321426d6_ex4-2.htm).] |

| [removed: 4.11] [added: 4.10] | ​ | [Form of [removed: 3.125%] [added: 3.750%] Senior Notes due [removed: 2024.] [added: 2029.] Incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to the Current Report on Form 8-K dated April 18, [removed: 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex43.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex44.htm)] |

| [removed: 4.12] [added: 4.14] | ​ | [Form of [removed: 3.750%] [added: 4.000%] Senior Notes due [removed: 2029.] [added: 2030.] Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated [removed: April 18, 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex44.htm)] [added: March 30, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-4.htm)] |

| [removed: 4.13] [added: 4.11] | ​ | [Officers’ Certificate dated March 30, 2020, pursuant to Section 3.2 of the Indenture, dated August 8, 2003, setting forth the terms of the 3.625% Senior Notes due 2025. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated March 30, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-1.htm) |

| [removed: 4.14] [added: 4.12] | ​ | [Officers’ Certificate dated March 30, 2020, pursuant to Section 3.2 of the Indenture, dated August 8, 2003, setting forth the terms of the 4.000% Senior Notes due 2030. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated March 30, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-2.htm) |

| [removed: 4.15] [added: 4.13] | ​ | [Form of 3.625% Senior Notes due 2025. Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K dated March 30, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-3.htm) |

| [removed: 4.16] [added: 4.15] | ​ | [Form of 4.000% Senior Notes due 2030. Incorporated by reference to Exhibit [removed: 4.4] [added: 4.5] to the Current Report on Form 8-K dated March 30, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-4.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-5.htm)] |

| 4.17 | ​ | [Form of [removed: 4.000%] [added: 1.650%] Senior Notes due [removed: 2030.] [added: 2031.] Incorporated by reference to Exhibit [removed: 4.5] [added: 4.3] to the Current Report on Form 8-K dated [removed: March 30, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-5.htm)] [added: August 14, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-3.htm)] |

| [removed: 4.18] [added: 4.16] | ​ | [Form of 1.650% Senior Notes due 2031. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated August 14, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-2.htm) |

| [removed: 4.19] [added: 4.18] | ​ | [removed: [Form] [added: [Officers’ Certificate dated August 14, 2020, pursuant to Section 3.2] of [added: the Indenture, dated August 8, 2003, setting forth the terms of the] 1.650% Senior Notes due 2031. Incorporated by reference to Exhibit [removed: 4.3] [added: 4.1] to the Current Report on Form 8-K dated August 14, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-3.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-1.htm)] |

| [removed: 4.20] [added: 4.19] | ​ | [Officers’ Certificate dated August [removed: 14, 2020,] [added: 1, 2022,] pursuant to Section 3.2 of the [removed: Indenture,] [added: Indenture] dated August 8, 2003, setting forth the terms of the [removed: 1.650%] [added: 4.750%] Senior Notes due [removed: 2031.] [added: 2032.] Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated August [removed: 14, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-1.htm)] [added: 1, 2022.](https://www.sec.gov/Archives/edgar/data/866787/000110465922084759/tm2221132d8_ex4-1.htm)] |

| 4.21 | ​ | [Officers’ Certificate dated [removed: August 1, 2022,] [added: January 27, 2023,] pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the [removed: 4.750%] [added: 4.500%] Senior Notes due [removed: 2032.] [added: 2028.] Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated [removed: August 1, 2022.](https://www.sec.gov/Archives/edgar/data/866787/000110465922084759/tm2221132d8_ex4-1.htm)] [added: January 27, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923007525/tm234002d5_ex4-1.htm)] |

| [removed: 4.22] [added: 4.20] | ​ | [Form of 4.750% Senior Notes due 2032. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated August 1, 2022.](https://www.sec.gov/Archives/edgar/data/866787/000110465922084759/tm2221132d8_ex4-2.htm) |

| [removed: 4.23] [added: 4.22] | ​ | [Officers’ Certificate dated January 27, 2023, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the [removed: 4.500%] [added: 4.750%] Senior Notes due [removed: 2028.] [added: 2033.] Incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Current Report on Form 8-K dated January 27, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923007525/tm234002d5_ex4-1.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923007525/tm234002d5_ex4-2.htm)] |

| [removed: 4.24] [added: 4.30] | ​ | [Officers’ Certificate dated [removed: January 27,] [added: October 25,] 2023, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the [removed: 4.750%] [added: 6.550%] Senior Notes due 2033. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated [removed: January 27, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923007525/tm234002d5_ex4-2.htm)] [added: October 25, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923111422/tm2328488d5_ex4-2.htm)] |

| [removed: 4.25] [added: 4.23] | ​ | [Form of 4.500% Senior Notes due 2028. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated January 27, 2023](https://www.sec.gov/Archives/edgar/data/866787/000110465923007525/tm234002d5_ex4-1.htm). |

| [removed: 4.26] [added: 4.24] | ​ | [Form of 4.750% Senior Notes due 2033. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated January 27, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923007525/tm234002d5_ex4-2.htm) |

| [removed: 4.27] [added: 4.25] | ​ | [Officers’ Certificate dated July 21, 2023, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 5.050% Senior Notes due 2026. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated July 21, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923083034/tm2321426d6_ex4-1.htm) |

| [removed: 4.28] [added: 4.34] | ​ | [Officers’ Certificate dated [removed: July 21, 2023,] [added: June 28, 2024,] pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the [removed: 5.200%] [added: 5.400%] Senior Notes due [removed: 2033.] [added: 2034.] Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated [removed: July 21, 2023](https://www.sec.gov/Archives/edgar/data/866787/000110465923083034/tm2321426d6_ex4-2.htm).] [added: June 28, 2024.](https://www.sec.gov/Archives/edgar/data/866787/000110465924076270/tm2417968d5_ex4-2.htm)] |

| [removed: 4.29] [added: 4.27] | ​ | [Form of 5.050% Note due 2026. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated July 21, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923083034/tm2321426d6_ex4-1.htm) |

| [removed: 4.30] [added: 4.28] | ​ | [Form of 5.200% Note due 2033. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated July 21, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923083034/tm2321426d6_ex4-2.htm) |

| [removed: 4.31] [added: 4.29] | ​ | [Officers’ Certificate dated October 25, 2023, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 6.250% Senior Notes due 2028. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated October 25, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923111422/tm2328488d5_ex4-1.htm) |

| 4.32 | ​ | [removed: [Officers’ Certificate dated October 25, 2023, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms] [added: [Form] of [removed: the] 6.550% [removed: Senior Notes] [added: Note] due 2033. Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated October 25, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923111422/tm2328488d5_ex4-2.htm) |

| [removed: 4.33] [added: 4.31] | ​ | [Form of 6.250% Note due 2028. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated October 25, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923111422/tm2328488d5_ex4-1.htm) |

| [removed: 4.34] [added: 4.36] | ​ | [Form of [removed: 6.550%] [added: 5.400%] Note due [removed: 2033.] [added: 2034.] Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated [removed: October 25, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923111422/tm2328488d5_ex4-2.htm)] [added: June 28, 2024.](https://www.sec.gov/Archives/edgar/data/866787/000110465924076270/tm2417968d5_ex4-2.htm)] |

| [removed: 4.35] [added: 4.33] | ​ | [Officers’ Certificate dated June 28, 2024, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 5.100% Senior Notes due 2029. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated June 28, 2024.](https://www.sec.gov/Archives/edgar/data/866787/000110465924076270/tm2417968d5_ex4-1.htm) |

| [removed: 4.36] [added: 4.37] | ​ | [Officers’ Certificate dated [removed: June 28, 2024,] [added: April 14, 2025,] pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the [removed: 5.400%] [added: 5.125%] Senior Notes due [removed: 2034.] [added: 2030.] Incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to the Current Report on Form 8-K dated [removed: June 28, 2024.](https://www.sec.gov/Archives/edgar/data/866787/000110465924076270/tm2417968d5_ex4-2.htm)] [added: April 14, 2025.](https://www.sec.gov/Archives/edgar/data/866787/000110465925034681/tm2512262d1_ex4-1.htm)] |

| [removed: 4.37] [added: 4.35] | ​ | [Form of 5.100% Note due 2029. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated June 28, 2024.](https://www.sec.gov/Archives/edgar/data/866787/000110465924076270/tm2417968d5_ex4-1.htm) |

| 4.38 | ​ | [Form of [removed: 5.400% Note] [added: 5.125% Senior Notes] due [removed: 2034.] [added: 2030.] Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated [removed: June 28, 2024.](https://www.sec.gov/Archives/edgar/data/866787/000110465924076270/tm2417968d5_ex4-2.htm)] [added: April 14, 2025.](https://www.sec.gov/Archives/edgar/data/866787/000110465925034681/tm2512262d1_ex4-1.htm)] |

| 19.1 | ​ | [AutoZone, Inc. Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/866787/000155837024013758/azo-20240831xex19d1.htm).] [added: Policy. Incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K for the fiscal year ended August 31, 2024.](https://www.sec.gov/Archives/edgar/data/866787/000155837024013758/azo-20240831xex19d1.htm)] |

| 21.1 | ​ | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/866787/000155837024013758/azo-20240831xex21d1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/866787/000110465925102611/azo-20250830xex21d1.htm)] |

| 23.1 | ​ | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/866787/000155837024013758/azo-20240831xex23d1.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/866787/000110465925102611/azo-20250830xex23d1.htm)] |

| 10.28 | ​ | [Master Extension Agreement, dated November 15, 2024, among AutoZone, Inc. as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent. Incorporated by reference to Exhibit 10.1 to the quarterly Report on Form 10-Q for the fiscal quarter ended November 23, 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000866787/000155837024016435/azo-20241123xex10d1.htm) |

| *10.29 | ​ | [Form of Grant Notice and Award Agreement for Stock Options granted to Officers under the AutoZone, Inc. 2020 Omnibus Incentive Award Plan (Extended Vesting). Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended February 15, 2025.](https://www.sec.gov/Archives/edgar/data/866787/000155837025003476/azo-20250215xex10d1.htm) |

| 10.30 | ​ | [Second Amendment to Credit Agreement, dated as of April 10, 2025, among AutoZone, Inc. as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent. Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended May 10, 2025.](https://www.sec.gov/Archives/edgar/data/866787/000155837025008618/azo-20250510xex10d1.htm) |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| Dated: October [removed: 28, 2024] [added: 27, 2025] | ​ | ​ | |

| /s/ PHILIP B. DANIELE, III | ​ | President and Chief Executive Officer | ​ | October [removed: 28, 2024] [added: 27, 2025] |

| /s/ JAMERE JACKSON | ​ | Chief Financial Officer | ​ | October [removed: 28, 2024] [added: 27, 2025] |

| /s/ J. SCOTT MURPHY | ​ | Vice President and Controller | ​ | October [removed: 28, 2024] [added: 27, 2025] |

| /s/ WILLIAM C. RHODES, III | ​ | Executive Chairman | ​ | October [removed: 28, 2024] [added: 27, 2025] |

| /s/ MICHAEL A. GEORGE | ​ | Director | ​ | October [removed: 28, 2024] [added: 27, 2025] |

| /s/ LINDA A. GOODSPEED | ​ | Director | ​ | October [removed: 28, 2024] [added: 27, 2025] |

| /s/ EARL G. GRAVES, JR. | ​ | Director | ​ | October [removed: 28, 2024] [added: 27, 2025] |

| /s/ BRIAN HANNASCH | ​ | Director | ​ | October [removed: 28, 2024] [added: 27, 2025] |

| /s/ GALE V. KING | ​ | Director | ​ | October [removed: 28, 2024] [added: 27, 2025] |

| /s/ GEORGE R. MRKONIC, JR. | ​ | Director | ​ | October [removed: 28, 2024] [added: 27, 2025] |

| /s/ JILL A. SOLTAU | ​ | Director | ​ | October [removed: 28, 2024] [added: 27, 2025] |

| /s/ CLAIRE R. MCDONOUGH | ​ | Director | ​ | October 27, 2025 |

| Claire R. McDonough | ​ | ​ | ​ | ​ |

| /s/ CONSTANTINO SPAS MONTESINOS | ​ | Director | ​ | October 27, 2025 |

| Constantino Spas Montesinos | ​ | ​ | ​ | ​ |

| /s/ ENDERSON GUIMARAES | ​ | Director | ​ | October 28, 2024 |

| Enderson Guimaraes | ​ | ​ | ​ | ​ |

| /s/ D. BRYAN JORDAN | ​ | Director | ​ | October 28, 2024 |

| D. Bryan Jordan | ​ | ​ | ​ | ​ |