AutoZone (AZO) 10-K risk factor changes: FY2026 vs FY2025

The [removed: risks and uncertainties] [added: risk factors] described below [added: reflect the Company's beliefs and opinions as to factors that] could materially and adversely affect our business, financial condition, results of operations, liquidity and stock [removed: price.][added: price or otherwise impact the Company.]

[removed: Additionally,] [added: The U.S. has recently enacted and proposed to enact significant new tariffs, and] the current administration has directed various federal agencies to further evaluate key aspects of U.S. trade policy [removed: and] amid ongoing discussion [removed: and commentary] regarding further potentially significant changes to U.S. trade policies, enforcement priorities, sanctions, treaties and tariffs.

[removed: As a result of these ongoing developments, significant uncertainty] [added: There] continues [removed: with respect] to [added: exist significant uncertainty about] the future economic and political [removed: relationship] [added: relationships] between the U.S. and other countries.

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 [removed: markets,] [added: markets] or global trade, and may impact [removed: the Company’s] product [removed: 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.]

| ● | the number of older vehicles in service. Vehicles [added: that are] seven years old or older are generally no longer [removed: under] [added: covered by] the original vehicle manufacturers’ warranties and tend to need more maintenance and repair than newer vehicles. |

| ● | rising fuel and energy prices. Increases in fuel and energy [removed: prices] [added: costs, including those driven by geopolitical instability, supply chain disruptions or international conflicts] may cause our customers to defer purchases of certain of our products as they use a [removed: higher] [added: greater] percentage of their income to pay for fuel and other energy [removed: costs and] [added: costs. Customers] may [added: also] drive their vehicles less, resulting in less wear and tear and lower demand for repairs and maintenance. |

| ● | technological advances. Advances in automotive technology, such as improved parts design, can result in [removed: cars] [added: vehicles] needing maintenance less frequently and parts lasting longer. |

| ● | prevalence of electric vehicles. [removed: Increased] [added: The increased] prevalence of electric vehicles, whether due to changes in consumer preferences or regulatory actions incentivizing the purchase of electric vehicles, can result in less frequent parts failures and [added: a] reduced need for parts. |

If we are unable to compete successfully against other businesses that sell the products that we sell, we could lose customers and [added: market share and] our sales and profits may decline.

[removed: Although we believe we compete effectively, our competitors may have greater financial resources allowing them to invest more in their business, greater sourcing capabilities allowing them to sell merchandise at lower prices,] larger stores with more merchandise, longer operating histories with deeper customer relationships, more frequent customer visits, more effective advertising and more successful utilization of data analytics, artificial intelligence [added: (“AI”)] and other new and emerging technologies.

Online and multi-channel retailers often have lower operating costs and focus on delivery services, thereby offering customers faster, guaranteed delivery times and [removed: low-price] [added: low-cost] or free shipping.

We may be unable to differentiate ourselves or [removed: unable] to anticipate and adapt to new or enhanced digital experiences offered by other retailers.

If we are unable to continue to manage in-stock inventory and costs, provide competitive delivery options, develop successful competitive strategies, including the maintenance of effective promotions, advertising and loyalty programs, develop and execute effective digital and omni-channel strategies or otherwise compete effectively, or if our competitors develop more effective strategies, we could lose customers and [added: market share, and] our sales and profits may decline.

We have increased annual revenues in the past five fiscal years from [removed: $12.6] [added: $14.6] billion in fiscal [removed: 2020] [added: 2021] to [removed: $18.9] [added: $20.3] billion in fiscal [removed: 2025,] [added: 2026,] with a compounded annual growth rate of approximately [removed: eight] [added: seven] percent.

We have increased our store count in the past five fiscal years, growing from [removed: 6,549] [added: 6,767] stores at August [removed: 29, 2020] [added: 28, 2021] to [removed: 7,657] [added: 8,031] stores at August [removed: 30, 2025,] [added: 29, 2026,] a compounded annual growth rate of approximately three percent.

If we cannot profitably increase our market share in the commercial [removed: auto] [added: automotive] parts business, our sales growth may be limited.

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

We believe much of our brand value lies in the quality of the approximately [removed: 130,000] [added: 132,000] AutoZoners employed in our stores, distribution centers, store support centers and ALLDATA.

We compete with other retail businesses for many of our [removed: associates] [added: AutoZoners] in hourly positions, and these positions have historically had high turnover rates, which can lead to increased training and retention costs, particularly in a competitive labor market.

If a significant portion of our work force were to become unionized, our culture and operating model could be challenged by inserting a third party into our current relationships between our [removed: leaders] [added: supervisors] and [removed: hourly] [added: non-supervisory] AutoZoners.

Further, our responses to any union organizing efforts could negatively impact how our brand is perceived by customers and AutoZoners and have material adverse effects on our [removed: business] [added: business, reputation] and financial results.

We directly imported approximately [removed: 13%] [added: 12%] of our purchases in fiscal [removed: 2025,] [added: 2026,] but many of our domestic vendors directly import their products or components of their products.

Disruptions in our supply chain and other factors affecting the distribution of our merchandise could adversely impact our [removed: business.][added: business and results of operations.]

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 [removed: which began operations in fiscal 2025] and the execution of various technology initiatives.

In addition, our information technology systems, infrastructure and personnel require 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 functionality, including [removed: artificial intelligence.][added: AI.]

While addressing vulnerabilities is a priority for us, the methods used to obtain unauthorized access are constantly evolving and increasing in frequency and sophistication, including through the use of evolving [removed: artificial intelligence] [added: AI] tools to identify and exploit vulnerabilities.

We cannot [removed: assure you] [added: provide assurance] that the security measures we or our third-party service providers and vendors have in place today will be successful in their efforts to prevent or mitigate the impact of a cyber incident or provide us with sufficient visibility to determine if a cyber incident has occurred, and there can be no assurance that such measures we introduce in the future will be sufficiently effective either.

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 [added: private debt and would likely significantly increase our overall borrowing costs and adversely affect our earnings.]

[added: There is added uncertainty surrounding potential changes to the regulatory environment in the U.S.] Although we have implemented policies and procedures to help ensure compliance with these laws, there can be no certainty that our AutoZoners and third parties with whom we do business will not take actions in violation of our policies or applicable laws.

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

Such laws, if enacted, [removed: are likely to] [added: may] impact our business in a number of ways.

Compliance with any new [removed: or more stringent] laws or regulations, or [removed: stricter interpretations of] [added: changes to] existing [removed: laws,] [added: laws or their interpretation,] could require additional expenditures by us or our suppliers.

A failure or perceived failure to meet these expectations could adversely affect public perception of our business, employee morale or customer or [removed: shareholder] [added: stockholder] support.

[removed: A delay, failure] [added: An actual] or perceived failure or delay to meet our goals and aspirations could adversely affect public perception of our business, cause us to lose [removed: shareholder] [added: customer or stockholder] support, and subject us to legal claims and liabilities with respect to such matters.

[removed: Over] [added: While it is unclear how such factors could impact our business in the short term, over] a longer period of [removed: time,] [added: time] these macroeconomic and geopolitical conditions could adversely affect our sales growth, margins and overhead.

References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether such factors have occurred in the past or their likelihood of occurring in the future.

In February 2026, the U.S. Supreme Court invalidated tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”).

In response to the U.S. Supreme Court’s decision, the U.S. President issued an executive order imposing tariffs pursuant to Section 122 of the Trade Act of 1974 for 150 days, effective on February 24, 2026, and the outlook on further trade policy actions is unclear.

These actions have led to significant volatility and uncertainty in global markets.

Uncertainty regarding the scope, duration and administration of trade measures has in the past contributed to, and may in the future continue to contribute to, variability in costs and cash flows.

The Company directly or indirectly imports merchandise from various countries, and newly proposed tariffs and any additional tariffs on products sourced from these or other countries could materially increase our costs.

cost, pricing, or competitive conditions, disrupt supply chains, impact the broader macroeconomic environment and consumer sentiment or otherwise negatively impact our business, financial condition and results of operations.

Although we believe we compete effectively, our competitors may have greater financial resources allowing them to invest more in their businesses, greater sourcing capabilities allowing them to sell merchandise at lower prices,

We also have AutoZoners in Mexico, Brazil and other countries, and are required to comply with differing laws and regulations in each of those countries.

Although none of our U.S. based AutoZoners are currently covered by collective bargaining agreements, we have been subject to labor unions’ efforts to organize groups of our AutoZoners from time to time.

The rapid evolution and increased adoption of AI, including generative and agentic AI, may create new or heightened risks for our business.

If we are unsuccessful in developing, deploying, or governing these technologies, or if competitors adopt them more effectively, our competitive position, customer experience, operations, reputation, financial condition, or results of operations could be adversely affected.

AI use may also increase cybersecurity risks by enabling more sophisticated, automated, or difficult-to-detect threats, and evolving laws and regulations related to AI, privacy, consumer protection, and data use may increase compliance obligations and potential exposure.

​

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.

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.

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

Although none of our domestic employees are covered by collective bargaining agreements, there can be no assurance that our domestic employees will not elect to be represented by labor unions in the future.

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.

It is unclear how such factors could impact our business in the short term.

We began operations in 1979 and at August [removed: 30, 2025,] [added: 29, 2026,] operated [removed: 6,627] [added: 6,863] stores in the U.S., [removed: 883] [added: 1,001] stores in Mexico and [removed: 147] [added: 167] stores in Brazil.

At August [removed: 30, 2025,] [added: 29, 2026,] in [removed: 6,098] [added: 6,443] 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.

For fiscal [removed: 2025,] [added: 2026,] net sales increased to [removed: $18.9] [added: $20.3] billion, a [removed: 2.4%] [added: 7.4%] increase over the prior year.

Domestic commercial sales increased [removed: 6.7%,] [added: 10.6%,] which represents [removed: 31.7%] [added: 33.1%] of our total Domestic sales.

Operating profit [removed: decreased 4.7%] [added: increased 3.1%] to [removed: $3.6] [added: $3.7] billion, net income [removed: decreased 6.2%] [added: increased 3.0%] to [removed: $2.5] [added: $2.6] billion and diluted earnings per share [removed: decreased 3.1%] [added: increased 5.3%] to [removed: $144.87] [added: $152.55] for the year.

[removed: Additionally, fiscal 2025] [added: Fiscal 2026] comparisons were [removed: negatively] [added: positively] impacted by foreign currency exchange rates which had [removed: an unfavorable] [added: a favorable] impact to net sales of [removed: $273.1] [added: $254.4] million and operating profit of [removed: $88.2] [added: $73.9 million, and IEEPA tariff refunds which has a positive impact on operating profit of $96.0] million.

Operating profit comparison was also negatively impacted by an unfavorable net non-cash LIFO impact of [removed: $104.0] [added: $128.0] million.

During fiscal [removed: 2025,] [added: 2026,] failure and maintenance related categories represented the largest portion of our sales mix, at approximately 85% of total sales.

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

For the twelve-month period ended July [removed: 2025,] [added: 2026,] miles driven in the U.S. increased [removed: 1.0%] [added: 0.8%] 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 increased slightly to [removed: 12.8] [added: 12.9] years and these vehicles account for approximately [removed: 43%] [added: 44%] of U.S. vehicles.

According to the U.S. Department of Transportation – Federal Highway Administration, vehicles are driven an average of approximately [removed: 11,000] [added: 10,800] miles each year.

In seven years, the average miles driven equates to approximately [removed: 77,000] [added: 75,500] miles.

| _(in thousands, except per share data, same store sales and selected operating data)_ | [added: ​ ​ ​] | [added: 2026 | | ​ ​ ​ |] 2025 | | [added: ​ ​ ​] | 2024(1) | | [added: ​ ​ ​] | 2023 | | [added: ​ ​ ​] | 2022 | | [removed: | 2021(2) | |] [added: ​ ​ ​] |

| Income Statement Data | | ​ | [added: ​] | | ​ | [added: ​] | | ​ | [added: ​] | | ​ | [added: ​] | | ​ | [added: ​] | |

| Net sales | ​ | $ | [removed: 18,938,717] [added: 20,338,555] | ​ | $ | [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] | ​ |

| Cost of sales, including warehouse and delivery expenses | ​ | | [removed: 8,972,243] [added: 9,693,581] | ​ | | [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] | ​ |

| Gross profit | ​ | | [removed: 9,966,474] [added: 10,644,974] | ​ | | [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] | ​ |

| Operating, selling, general and administrative expenses | ​ | | [removed: 6,356,318] [added: 6,921,660] | ​ | | [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] | ​ |

| Operating profit | ​ | | [removed: 3,610,156] [added: 3,723,314] | ​ | | [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] | ​ |

| Interest expense, net | ​ | | [removed: 475,824] [added: 472,614] | ​ | | [removed: 451,578] [added: 475,824] | ​ | | [removed: 306,372] [added: 451,578] | ​ | | [removed: 191,638] [added: 306,372] | ​ | | [removed: 195,337] [added: 191,638] | ​ |

| Income before income taxes | ​ | | [removed: 3,134,332] [added: 3,250,700] | ​ | | [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] | ​ |

| Income tax [removed: expense(3)] [added: expense(2)] | ​ | | [removed: 636,085] [added: 677,923] | ​ | | [removed: 674,703] [added: 636,085] | ​ | | [removed: 639,188] [added: 674,703] | ​ | | [removed: 649,487] [added: 639,188] | ​ | | [removed: 578,876] [added: 649,487] | ​ |

| Net [removed: income(3)] [added: income(2)] | ​ | $ | [removed: 2,498,247] [added: 2,572,777] | ​ | $ | [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] | ​ |

| Diluted earnings per [removed: share(3)] [added: share(2)] | ​ | $ | [removed: 144.87] [added: 152.55] | ​ | $ | [removed: 149.55] [added: 144.87] | ​ | $ | [removed: 132.36] [added: 149.55] | ​ | $ | [removed: 117.19] [added: 132.36] | ​ | $ | [removed: 95.19] [added: 117.19] | ​ |

| Weighted average shares for diluted earnings per [removed: share(3)] [added: share(2)] | ​ | | [removed: 17,245] [added: 16,865] | ​ | | [removed: 17,803] [added: 17,245] | ​ | | [removed: 19,103] [added: 17,803] | ​ | | [removed: 20,733] [added: 19,103] | ​ | | [removed: 22,799] [added: 20,733] | ​ |

| Same Store Sales | ​ | | [added: ​] | ​ | | ​ | ​ | | [added: ​] | ​ | | [added: ​] | ​ | | [added: ​] | ​ |

| Increase in domestic comparable store net [removed: sales(4)] [added: sales(3)] | ​ | | [removed: 3.2%] [added: 3.3%] | ​ | | [removed: 0.4%] [added: 3.2%] | ​ | | [removed: 3.4%] [added: 0.4%] | ​ | | [removed: 8.4%] [added: 3.4%] | ​ | [removed: ​] | [removed: 13.6%] [added: 8.4%] | ​ |

| [removed: (Decrease) increase] [added: Increase (decrease)] in international comparable store net [removed: sales(4)] [added: sales(3)] | ​ | ​ | [removed: (3.2%)] [added: 13.5%] | ​ | ​ | [removed: 16.1%] [added: (3.2%)] | ​ | ​ | [removed: 29.3%] [added: 16.1%] | ​ | ​ | [removed: 19.1%] [added: 29.3%] | ​ | ​ | [removed: 22.5%] [added: 19.1%] | ​ |

| Increase in international comparable store net sales (constant [removed: currency)(4)] [added: currency)(3)] | ​ | ​ | [removed: 9.3%] [added: 2.2%] | ​ | ​ | [removed: 10.2%] [added: 9.3%] | ​ | ​ | [removed: 17.5%] [added: 10.2%] | ​ | ​ | [removed: 19.2%] [added: 17.5%] | ​ | ​ | [removed: 20.7%] [added: 19.2%] | ​ |

| Increase in total company comparable store net [removed: sales(4)] [added: sales(3)] | ​ | ​ | [removed: 2.4%] [added: 4.5%] | ​ | ​ | [removed: 2.1%] [added: 2.4%] | ​ | ​ | [removed: 5.6%] [added: 2.1%] | ​ | ​ | [removed: 9.2%] [added: 5.6%] | ​ | ​ | [removed: 14.3%] [added: 9.2%] | ​ |

| Increase in total company comparable store net sales (constant [removed: currency)(4)] [added: currency)(3)] | ​ | ​ | [removed: 3.9%] [added: 3.2%] | ​ | ​ | [removed: 1.4%] [added: 3.9%] | ​ | ​ | [removed: 4.6%] [added: 1.4%] | ​ | ​ | [removed: 9.2%] [added: 4.6%] | ​ | ​ | [removed: 14.1%] [added: 9.2%] | ​ |

| Balance Sheet Data | ​ | | [added: ​] | ​ | | [added: ​] | ​ | | [added: ​] | ​ | | [added: ​] | ​ | | [added: ​] | ​ |

| Current assets | ​ | $ | [removed: 8,341,379] [added: 9,106,134] | ​ | $ | [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] | ​ |

| Operating lease right-of-use assets | ​ | ​ | [removed: 3,194,666] [added: 3,470,379] | ​ | ​ | [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] | ​ |

| Working capital [removed: deficit(5)] [added: deficit] | ​ | | [removed: (1,178,018)] [added: (1,000,396)] | ​ | | [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)] | ​ |

| Total assets | ​ | | [removed: 19,355,324] [added: 21,630,510] | ​ | | [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] | ​ |

| Current liabilities | ​ | | [removed: 9,519,397] [added: 10,106,530] | ​ | | [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] | ​ |

| Debt | ​ | | [removed: 8,799,775] [added: 9,078,320] | ​ | | [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] | ​ |

| Finance lease liabilities, less current portion | ​ | | [removed: 288,419] [added: 302,455] | ​ | | [removed: 283,882] [added: 288,419] | ​ | | [removed: 200,702] [added: 283,882] | ​ | | [removed: 217,428] [added: 200,702] | ​ | | [removed: 186,122] [added: 217,428] | ​ |

Tariffs

On February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed under IEEPA.

The President immediately introduced new tariffs under different statutory authority, though their scope and duration, and the likelihood and outcome of further legal challenges to these tariffs, remain uncertain.

On April 20, 2026, the Company filed for refunds of IEEPA tariffs paid directly by the Company via the U.S. Customs and Border Protection’s consolidated administration and processing of entries tool in the automated commercial environment portal.

During the fiscal year ended August 29, 2026, the Company received $127.6 million in IEEPA refunds representing substantially all of the refunds filed by the Company.

These refunds were recorded upon receipt as a $96.0 million reduction to Cost of Sales for the refunds related to products previously sold and a $31.6 million reduction to inventory for the portion of the refunds related to unsold inventory.

The portion recorded as a reduction to inventory is recorded as a reduction to Cost of Sales as the underlying inventory is sold.

| *​* | ​ | 2026 | | ​ | 2025 | | ​ | 2026 | | ​ | 2025 | |

Net income for fiscal 2026 increased by 3.0% to $2.6 billion compared to fiscal 2025 due to the factors set forth above, and diluted earnings per share increased 5.3% to $152.55 from $144.87 in fiscal 2025.

However, decreased demand for our products or changes in customer buying patterns would negatively impact our ability to generate cash from operating activities.

Decreased demand or changes in buying patterns could also impact our ability to meet the debt covenants of our credit agreements and, therefore, negatively impact the funds available under our Revolving Credit Agreement.

In the event our liquidity is insufficient, we may be required to limit our spending.

All of our material borrowing arrangements are described in greater detail in “Note I – Financing” in the Notes to Consolidated Financial Statements.

The amount of investments in our new stores is impacted by different factors, including

and rents to (ii) consolidated interest expense plus consolidated rents.

On July 15, 2026, the Company repaid its outstanding $450 million 5.050% Senior Notes due July 2026.

On July 14, 2026, we issued $850 million 4.950% Senior Notes due July 2031 under our automatic shelf registration statement on Form S-3, filed with the SEC on July 7, 2026 (File No. 333-297291) (the “2026 Shelf Registration Statement”).

The 2026 Shelf Registration Statement allows us to sell an indeterminate amount in debt securities to fund general corporate purposes, including repaying, redeeming or repurchasing outstanding debt and for working capital, capital expenditures, new store or distribution center openings, stock repurchases and acquisitions.

| Debt(1) | ​ ​ ​ | $ | 9,125,000 | ​ | $ | 1,625,000 | ​ | $ | 2,000,000 | ​ | $ | 2,700,000 | ​ | $ | 2,800,000 |

| Interest payments(2) | ​ | | 1,791,638 | ​ | ​ | 376,975 | ​ | ​ | 662,950 | ​ | ​ | 450,425 | ​ | ​ | 301,288 |

| Operating leases(3) | ​ | | 4,947,791 | ​ | ​ | 469,893 | ​ | ​ | 984,932 | ​ | ​ | 876,049 | ​ | ​ | 2,616,917 |

| Finance leases(3) | ​ | | 477,632 | ​ | ​ | 116,099 | ​ | ​ | 233,383 | ​ | ​ | 92,516 | ​ | ​ | 35,634 |

| Self-insurance reserves(4) | ​ | | 323,265 | ​ | ​ | 99,924 | ​ | ​ | 122,206 | ​ | ​ | 53,006 | ​ | ​ | 48,129 |

| Construction commitments | ​ | | 133,965 | ​ | | 133,965 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |

| ​ | ​ | $ | 16,799,291 | ​ | $ | 2,821,856 | ​ | $ | 4,003,471 | ​ | $ | 4,171,996 | ​ | $ | 5,801,968 |

| ​ | ​ | $ | 314,606 |

| Adjusted after-tax ROIC | ​ | | 35.8% | ​ | | 41.3% | ​ | | 49.7% | ​ | | 55.4% | ​ | | 52.9% |

| Adjustments: | ​ | | ​ | ​ | | ​ | ​ | | ​ | ​ | | ​ | ​ | | — |

| Adjustments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

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.

*(2)* _The 52 weeks ended August 28, 2021 was negatively impacted by pandemic related expenses, including Emergency Time-Off of approximately $43.0 million (pre-tax)._

*(5)* _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 which was restarted beginning in the first quarter of fiscal 2021._

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

Net income for fiscal 2025 decreased by 6.2% to $2.5 billion, and diluted earnings per share decreased 3.1% to $144.87 from $149.55 in fiscal 2024.

The impact on the fiscal 2025 diluted earnings per share from stock repurchases was an increase of $0.26.

We plan to continue leveraging our

We also maintained a letter of credit facility that allowed us to request the participating bank to issue letters of credit on our behalf up to an aggregate amount of $25 million.

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

credit that may be issued under the Revolving Credit Agreement.

As of August 31, 2024, we had no letters of credit outstanding under the letter of credit facility, which was terminated in September 2024.

On January 17, 2023, we repaid the $300 million 2.875% Senior Notes due January 2023.

Proceeds from the debt issuance were used for general corporate purposes.

On July 21, 2023, we issued $450 million in 5.050% Senior Notes due July 2026 and $300 million in 5.200% Senior Notes due August 2033 under the 2022 Shelf Registration Statement.

On January 27, 2023 we issued $450 million in 4.500% Senior Notes due February 2028 and $550 million in 4.750% Senior Notes due February 2033 under the 2022 Shelf Registration Statement.

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 |

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

| Adjusted after-tax ROIC | | 41.3 | % | | 49.7 | % | | 55.4 | % | | 52.9 | % | | 41.0 | % |

As of August [removed: 30, 2025,] [added: 29, 2026,] and August [removed: 31, 2024,] [added: 30, 2025,] no such interest rate swaps were outstanding.

[removed: Unrealized] [added: If deemed effective, unrealized] gains and losses on interest rate hedges are deferred in stockholders’ deficit as a component of Accumulated Other Comprehensive Loss.

The fair value of our debt was estimated at [removed: $8.9] [added: $9.0] billion as of August [removed: 30, 2025,] [added: 29, 2026,] and [removed: $9.0] [added: $8.9] billion as of August [removed: 31, 2024,] [added: 30, 2025,] 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 [removed: greater] [added: less] than the carrying value of debt by [removed: $94.4] [added: $71.1] million [added: at August 29, 2026,] and [removed: $3.5] [added: greater than the carrying value of debt by $94.4] million at August 30, [removed: 2025, and August 31, 2024, respectively.][added: 2025.]

We had [removed: $748.6 million] [added: $1.0 billion] and [removed: $580.0] [added: $748.6] million in variable rate debt outstanding at August [removed: 30, 2025,] [added: 29, 2026,] and August [removed: 31, 2024,] [added: 30, 2025,] respectively.

We had outstanding fixed rate debt of $8.1 billion, net of unamortized debt issuance costs of [removed: $48.8] [added: $46.7] million, at August [removed: 30, 2025,] [added: 29, 2026,] and [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.]

A one percentage point increase in interest rates would have reduced the fair value of our fixed rate debt by approximately [removed: $443.7] [added: $271.2] million at August [removed: 30, 2025.][added: 29, 2029.]

The net asset exposure in the Mexican subsidiaries translated into U.S. dollars using the year-end exchange rates was [removed: $893.1 million] [added: $1.3 billion] at August [removed: 30, 2025,] [added: 29, 2026,] and [removed: $478.4] [added: $893.1] million at August [removed: 31, 2024.][added: 30, 2025.]

The year-end exchange rates with respect to the Mexican peso increased by [added: 9.0% and] 5.9% with respect to the U.S. dollar during fiscal [removed: 2025] [added: 2026] and [removed: decreased by 17.9% with respect to the U.S. dollar during] fiscal [removed: 2024.][added: 2025, respectively.]

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: 30, 2025,] [added: 29, 2026,] and August [removed: 31, 2024,] [added: 30, 2025,] would have been approximately [removed: $81.2] [added: $116.6] million and approximately [removed: $43.5] [added: $81.2] million, respectively.

A hypothetical 10 percent adverse change in average exchange rates would not have a material impact on our results of operations.

We began operations in 1979 and at August [removed: 30, 2025,] [added: 29, 2026,] operated [removed: 6,627] [added: 6,863] stores in the United States (“U.S.”), [removed: 883] [added: 1,001] stores in Mexico and [removed: 147] [added: 167] stores in Brazil.

At August [removed: 30, 2025,] [added: 29, 2026,] in [removed: 6,098] [added: 6,443] 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.

As of August [removed: 30, 2025,] [added: 29, 2026,] we employed approximately [removed: 130,000] [added: 132,000] AutoZoners, approximately 60 percent of whom were employed full-time and the remaining 40 percent were employed part-time.

Included in the above numbers are approximately [removed: 19,000] [added: 21,000] AutoZoners employed in our international operations.

We believe these opportunities are important to attract, motivate and retain [removed: high quality] [added: high-quality] AutoZoners.

[removed: Aligned] [added: Aligning] with our values, we strive to continually monitor our working and shopping environment to keep our AutoZoners and customers as safe as possible.

At August [removed: 30, 2025,] [added: 29, 2026,] our stores were in the following locations:

| ​ | [added: ​ ​ ​] | Store |

| Arkansas | | [removed: 77] [added: 78] |

| Delaware | | [removed: 23] [added: 26] |

| Idaho | | [removed: 36] [added: 40] |

| Iowa | | [removed: 40] [added: 41] |

| Kansas | | [removed: 58] [added: 60] |

| Massachusetts | | [removed: 91] [added: 92] |

| Minnesota | | [removed: 69] [added: 71] |

| Nebraska | | [removed: 27] [added: 33] |

| New Hampshire | | [removed: 23] [added: 25] |

| New Jersey | | [removed: 133] [added: 139] |

| New Mexico | | [removed: 67] [added: 69] |

| New York | | [removed: 233] [added: 244] |

| North Carolina | | [removed: 247] [added: 256] |

| Oklahoma | | [removed: 93] [added: 94] |

| Oregon | | [removed: 59] [added: 63] |

| South Carolina | | [removed: 110] [added: 118] |

| South Dakota | | [removed: 10] [added: 11] |

| West Virginia | | [removed: 45] [added: 46] |

| Wisconsin | | [removed: 80] [added: 82] |

| Total Domestic stores | | [removed: 6,627] [added: 6,863] |

| Total stores | | [removed: 7,657] [added: 8,031] |

Substantially all stores are based on standard store formats, resulting in generally consistent appearance, merchandising and product [removed: mix] [added: mix,] with approximately 90% to 99% of each store’s square footage used as selling space.

Hub stores carry approximately 40,000 to 50,000 unique [removed: SKUs] [added: SKUs,] and mega hub stores carry approximately 80,000 to 110,000 unique SKUs with 70% to 85% of their space utilized for hard parts.

Stores are replenished primarily by the nearest distribution center but also typically have same-day access to one of our [removed: 367] [added: 417] domestic and [removed: 53] [added: 74] international hub stores’ expanded inventory assortment.

As a subset of our domestic hub stores, we ended fiscal [removed: 2025] [added: 2026] with [removed: 133] [added: 172] mega hub stores, an increase of [removed: 24] [added: 39] since the end of fiscal [removed: 2024.][added: 2025.]

Additionally, we have [removed: eight] [added: 11] mega hub stores in Mexico.

Hub and mega hub stores work in concert with [added: our] other stores to drive customer satisfaction through improved local parts availability and expanded product assortments.

Z-net provides parts information based on year, make, model and engine type of a vehicle and also tracks inventory availability at the [removed: store, at other nearby stores] [added: store] and [removed: through special order.][added: other fulfillment channels.]

We have dedicated sales teams focused on independent repair [removed: shops as well as national, regional] [added: shops, national] and [added: regional accounts,] fleet [added: accounts and other] commercial accounts.

| ​ | [added: ​ ​ ​] | [added: 2026 | ​ ​ ​ |] 2025 | [added: ​ ​ ​] | 2024 | [added: ​ ​ ​] | 2023 | [added: ​ ​ ​] | 2022 | [removed: | 2021 |]

| Stores: | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] | | [added: ​] |

| Beginning | | [added: 7,657 | |] 7,353 | | 7,140 | | 6,943 | | 6,767 | [removed: | 6,549 |]

| Alabama | | 143 |

| Arizona | | 179 |

| California | | 693 |

| Colorado | | 114 |

| Florida | | 476 |

| Georgia | | 242 |

| Illinois | | 254 |

| Indiana | | 175 |

| Kentucky | | 113 |

| Louisiana | | 143 |

| Maryland | | 104 |

| Michigan | | 230 |

| Mississippi | | 103 |

| Missouri | | 128 |

| Ohio | | 301 |

| Pennsylvania | | 265 |

| Tennessee | | 193 |

| Texas | | 781 |

| Virginia | | 164 |

| Washington | | 103 |

| Mexico | | 1,001 |

| Brazil | | 167 |

_Grace O.

Grace O.

Sharpley was named Senior Vice President – Finance in July 2026.

From 2025 to 2026, Ms. Sharpley served as Vice President – Merchandising Pricing and Analysis.

Prior to that, Ms. Sharpley held several key management positions with the Company, including Vice President – Strategy.

Prior to joining AutoZone in 2014, Ms. Sharpley was an audit associate at PricewaterhouseCoopers LLP since 2011.

*​*

| Alabama | | 134 |

| Arizona | | 173 |

| California | | 681 |

| Colorado | | 104 |

| Florida | | 455 |

| Georgia | | 229 |

| Illinois | | 251 |

| Indiana | | 172 |

| Kentucky | | 110 |

| Louisiana | | 139 |

| Maryland | | 103 |

| Michigan | | 225 |

| Mississippi | | 102 |

| Missouri | | 124 |

| Ohio | | 291 |

| Pennsylvania | | 255 |

| Tennessee | | 189 |

| Texas | | 736 |

| Virginia | | 160 |

| Washington | | 102 |

| Mexico | | 883 |

| Brazil | | 147 |

William C.

Rhodes, III, 60—Executive Chairman, Customer Satisfaction

William C.

Rhodes, III was appointed Executive Chairman by the Board of Directors in January 2024 and has been Chairman since 2007.

Prior to that, Mr. Rhodes served as AutoZone’s President and Chief Executive Officer, and a director since 2005.

Prior to his appointment as President and Chief Executive Officer, Mr. Rhodes served in various capacities within the Company since 1994.

Prior to 1994, Mr. Rhodes was a manager with Ernst & Young LLP.

From 2007 to 2015, Mr. Newbern served as

_William R.

William R.

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.

Prior to that, Mr. Hackney served as Senior Vice President – Merchandising, since rejoining the Company in October 2022 after a brief retirement.

Mr. Hackney’s career with AutoZone began in 1983, and he has held several key management roles within the Company, including Senior Vice President – Merchandising, Vice President – Store Operations Support and Vice President – Merchandising.

Prior to joining Hertz Global,

_Richard C.

Smith, 61—Senior Vice President – Human Resources, Customer Satisfaction_

Richard C.

[removed: We] do not currently believe that, either individually or in the aggregate, these matters will result in liabilities material to our financial condition, results of operations or cash flows.

We

| For the fiscal year ended August [removed: 30, 2025.] [added: 29, 2026.] | |

[removed: ][added: ]

| Title of Each Class | [added: ​] | Trading Symbol(s) | [added: ​] | Name of Each Exchange on which Registered |

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: $57,759,306,497.][added: $62,188,111,016.]

The number of shares of Common Stock outstanding as of October [removed: 20, 2025,] [added: 19, 2026,] was [removed: 16,632,663.][added: 16,094,341.]

Portions of the definitive Proxy Statement to be filed within 120 days of August [removed: 30, 2025,] [added: 29, 2026,] pursuant to Regulation 14A under the Securities Exchange Act of 1934 for the Annual Meeting of Stockholders to be held December [removed: 17, 2025,] [added: 16, 2026,] are incorporated by reference into Part III.

| [Item 1B.](#Item1BUnresolvedStaffComments_805543) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_805543) | [removed: 23] [added: 24] |

| [Item 4.](#Item4MineSafetyDisclosures_520665) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_520665) | [removed: 25] [added: 26] |

| [Item 9.](#Item9ChangesInandDisagreementswithAccoun) | [Changes In and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesInandDisagreementswithAccoun) | [removed: 76] [added: 78] |

| [Item 9A.](#Item9AControlsandProcedures_188492) | [Controls and Procedures](#Item9AControlsandProcedures_188492) | [removed: 76] [added: 78] |

| [Item 9B.](#Item9BOtherInformation_172860) | [Other Information](#Item9BOtherInformation_172860) | [removed: 76] [added: 78] |

| [Item 9C.](#Item9CDisclosureRegardingForeignJurisdic) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeignJurisdic) | [removed: 76] [added: 78] |

| [PART III](#PARTIII_203734) | ​ | [removed: 77] [added: 79] |

| [Item 10.](#Item10DirectorsExecutiveOfficersandCorpo) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | [removed: 77] [added: 79] |

| [Item 11.](#Item11ExecutiveCompensation_791654) | [Executive Compensation](#Item11ExecutiveCompensation_791654) | [removed: 77] [added: 79] |

| [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | [removed: 77] [added: 79] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | [removed: 77] [added: 79] |

| [Item 14.](#Item14PrincipalAccountingFeesandServices) | [Principal Accounting Fees and Services](#Item14PrincipalAccountingFeesandServices) | [removed: 78] [added: 80] |

| [PART IV](#PARTIV_397719) | ​ | [removed: 78] [added: 80] |

| [Item 15.](#Item15ExhibitsandFinancialStatementSched) | [Exhibits and Financial Statement Schedules](#Item15ExhibitsandFinancialStatementSched) | [removed: 78] [added: 80] |

| [Item 16.](#Item16Form10KSummary_196381) | [Form 10-K Summary](#Item16Form10KSummary_196381) | [removed: 84] [added: 86] |

These and other risks and uncertainties are discussed in more detail in the “Risk Factors” section contained in Item 1A under Part [removed: 1] [added: I] of this Annual Report on Form 10-K for the year ended August [removed: 30, 2025.][added: 29, 2026.]

We have an Information Security Awareness program which seeks to educate our [removed: employees] [added: AutoZoners] on security risks and best practices through training, internal communications, and security awareness campaigns.

See “Information Technology, Cybersecurity and Data Privacy Risks” in Item [removed: 1.A.,] [added: 1A.,] Risk Factors for additional information related to cybersecurity risks.

The following table reflects the number of leased and owned properties and square footage of selling space for our stores as of August [removed: 30, 2025:][added: 29, 2026:]

| ​ | [added: ​ ​ ​] | No. of | [added: ​ ​ ​] | Store Square |

We have approximately [removed: 8.5] [added: 9.2] million square feet in distribution centers servicing our stores, of which approximately [removed: 2.0] [added: 1.6] million square feet is leased and the remainder is owned.

| Leased | | 4,542 | | 30,835,302 |

| Owned | | 3,489 | | 23,825,595 |

| Total | | 8,031 | | 54,660,897 |

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

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

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

The principal market on which our common stock is traded is the New York Stock Exchange under the symbol “AZO.” On October [removed: 20, 2025,] [added: 19, 2026,] there were [removed: 1,477] [added: 1,388] 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 $1.5 billion on [removed: October 8, 2025,] [added: June 16, 2026,] bringing the total value of authorized share repurchases to [removed: $40.7] [added: $42.2] billion.

Shares of common stock repurchased by the Company during the quarter ended August [removed: 30, 2025,] [added: 29, 2026,] were as follows:

Under the Employee Plan, [removed: 4,419, 5,000] [added: 4,765, 4,419] and [removed: 5,183] [added: 5,000] shares were sold to employees in fiscal [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] respectively.

At August [removed: 30, 2025, 112,922] [added: 29, 2026, 108,157] shares of common stock were reserved for future issuance under the Employee Plan.

Purchases by executives under the Executive Plan were [removed: 246, 540] [added: 177, 246] and [removed: 689] [added: 540] shares in fiscal [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] respectively.

At August [removed: 30, 2025, 232,180] [added: 29, 2026, 232,003] 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: 29, 2020,] [added: 28, 2021,] and ending August [removed: 30, 2025.][added: 29, 2026.]

[removed: ][added: ]

| May 10, 2026 to June 6, 2026 | 53,878 | ​ | $ | 3,261.08 | ​ | 53,878 | ​ | $ | 2,128,462,512 |

| June 7, 2026 to July 4, 2026 | 49,256 | ​ | | 3,133.93 | ​ | 49,256 | ​ | ​ | 1,974,097,786 |

| July 5, 2026 to August 1, 2026 | 59,095 | ​ | | 3,057.51 | ​ | 59,095 | ​ | ​ | 1,793,414,378 |

| August 2, 2026 to August 29, 2026 | 60,964 | ​ | ​ | 3,062.74 | ​ | 60,964 | ​ | ​ | 1,606,697,599 |

| Total | 223,193 | ​ | $ | 3,124.94 | ​ | 223,193 | ​ | $ | 1,606,697,599 |

| 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 |

Management, with the participation of our principal executive and financial officers, assessed our internal control over financial reporting as of August [removed: 30, 2025,] [added: 29, 2026,] 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: 30, 2025.][added: 29, 2026.]

Ernst & Young LLP’s attestation report on the Company’s internal control over financial reporting as of August [removed: 30, 2025,] [added: 29, 2026,] is included in this Annual Report on Form 10-K.

We have audited AutoZone, Inc.’s internal control over financial reporting as of August [removed: 30, 2025,] [added: 29, 2026,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 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: 30, 2025,] [added: 29, 2026,] 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: 30, 2025] [added: 29, 2026] and August [removed: 31, 2024,] [added: 30, 2025,] 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: 30, 2025,] [added: 29, 2026,] and the related notes and our report dated October [removed: 27, 2025] [added: 26, 2026] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of AutoZone, Inc. (the Company) as of August [removed: 30, 2025] [added: 29, 2026] and August [removed: 31, 2024,] [added: 30, 2025,] 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: 30, 2025,] [added: 29, 2026,] 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: 30, 2025] [added: 29, 2026] and August [removed: 31, 2024,] [added: 30, 2025,] and the results of its operations and its cash flows for each of the three years in the period ended August [removed: 30, 2025,] [added: 29, 2026,] 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: 30, 2025,] [added: 29, 2026,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated October [removed: 27, 2025] [added: 26, 2026] expressed an unqualified opinion thereon.

| Description of the Matter | At August [removed: 30, 2025,] [added: 29, 2026,] the Company’s self-insurance reserve estimate was [removed: $268.8] [added: $308.5] 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. ​ |

| ​ | ​ | August [removed: 30,] [added: 29,] | | ​ | August [removed: 31,] [added: 30,] | | ​ | August [removed: 26,] [added: 31,] | |

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

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

| Net sales | [added: ​ ​ ​] | $ | [removed: 18,938,717] [added: 20,338,555] | [added: ​ ​ ​] | $ | [removed: 18,490,268] [added: 18,938,717] | [added: ​ ​ ​] | $ | [removed: 17,457,209] [added: 18,490,268] |

| Cost of sales, including warehouse and delivery expenses | ​ | ​ | [removed: 8,972,243] [added: 9,693,581] | ​ | ​ | [removed: 8,673,216] [added: 8,972,243] | ​ | ​ | [removed: 8,386,787] [added: 8,673,216] |

| Gross profit | ​ | ​ | [removed: 9,966,474] [added: 10,644,974] | ​ | | [removed: 9,817,052] [added: 9,966,474] | ​ | | [removed: 9,070,422] [added: 9,817,052] |

| Operating, selling, general and administrative expenses | ​ | ​ | [removed: 6,356,318] [added: 6,921,660] | ​ | ​ | [removed: 6,028,344] [added: 6,356,318] | ​ | ​ | [removed: 5,596,436] [added: 6,028,344] |

| Operating profit | ​ | ​ | [removed: 3,610,156] [added: 3,723,314] | ​ | ​ | [removed: 3,788,708] [added: 3,610,156] | ​ | ​ | [removed: 3,473,986] [added: 3,788,708] |

| Interest expense, net | ​ | ​ | [removed: 475,824] [added: 472,614] | ​ | ​ | [removed: 451,578] [added: 475,824] | ​ | ​ | [removed: 306,372] [added: 451,578] |

| Income before income taxes | ​ | ​ | [removed: 3,134,332] [added: 3,250,700] | ​ | | [removed: 3,337,130] [added: 3,134,332] | ​ | | [removed: 3,167,614] [added: 3,337,130] |

| Income tax expense | ​ | ​ | [removed: 636,085] [added: 677,923] | ​ | ​ | [removed: 674,703] [added: 636,085] | ​ | ​ | [removed: 639,188] [added: 674,703] |

| Net income | ​ | $ | [removed: 2,498,247] [added: 2,572,777] | ​ | $ | [removed: 2,662,427] [added: 2,498,247] | ​ | $ | [removed: 2,528,426] [added: 2,662,427] |

| Weighted average shares for basic earnings per share | ​ | | [removed: 16,789] [added: 16,481] | ​ | | [removed: 17,309] [added: 16,789] | ​ | | [removed: 18,510] [added: 17,309] |

| Effect of dilutive stock equivalents | ​ | ​ | [removed: 456] [added: 384] | ​ | ​ | [removed: 494] [added: 456] | ​ | ​ | [removed: 593] [added: 494] |

| Weighted average shares for diluted earnings per share | ​ | | [removed: 17,245] [added: 16,865] | ​ | | [removed: 17,803] [added: 17,245] | ​ | | [removed: 19,103] [added: 17,803] |

| Basic earnings per share | ​ | $ | [removed: 148.80] [added: 156.11] | ​ | $ | [removed: 153.82] [added: 148.80] | ​ | $ | [removed: 136.60] [added: 153.82] |

| Diluted earnings per share | ​ | $ | [removed: 144.87] [added: 152.55] | ​ | $ | [removed: 149.55] [added: 144.87] | ​ | $ | [removed: 132.36] [added: 149.55] |

| ​ | ​ | August [removed: 30,] [added: 29,] | | ​ | August [removed: 31,] [added: 30,] | | ​ | August [removed: 26,] [added: 31,] | |

| ​ | [added: ​] | [removed: 2025] [added: 2026] | | ​ | [removed: 2024] [added: 2025] | | ​ | [removed: 2023] [added: 2024] | |

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

| Net income | ​ | $ | [removed: 2,498,247] [added: 2,572,777] | ​ | $ | [removed: 2,662,427] [added: 2,498,247] | ​ | $ | [removed: 2,528,426] [added: 2,662,427] |

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

| Foreign currency translation adjustments | ​ | | [removed: 74,236] [added: 126,647] | ​ | | [removed: (174,715)] [added: 74,236] | ​ | | [removed: 103,633] [added: (174,715)] |

| Unrealized [added: (losses)] gains on marketable debt securities, net of taxes | ​ | | [removed: 618] [added: (2,295)] | ​ | | [removed: 2,151] [added: 618] | ​ | | [removed: 320] [added: 2,151] |

| Net derivative activities, net of taxes | ​ | | [removed: 1,754] [added: 1,684] | ​ | | [removed: 1,782] [added: 1,754] | ​ | | [removed: 5,747] [added: 1,782] |

| Total other comprehensive income (loss) | ​ | | [removed: 76,608] [added: 126,036] | ​ | | [removed: (170,782)] [added: 76,608] | ​ | | [removed: 109,700] [added: (170,782)] |

| Comprehensive income | ​ | $ | [removed: 2,574,855] [added: 2,698,813] | ​ | $ | [removed: 2,491,645] [added: 2,574,855] | ​ | $ | [removed: 2,638,126] [added: 2,491,645] |

| *​* | ​ | August [removed: 30,] [added: 29,] | | ​ | August [removed: 31,] [added: 30,] | |

| _(in thousands)_ | [removed: ​] [added: ​] | [added: 2026 | | ​ |] 2025 | | [removed: ​] [added: ​] | 2024 | |

| Assets | ​ | ​ | ​ | | ​ | [added: ​] |

October 26, 2026

October 26, 2026

| Cash and cash equivalents | ​ | $ | 326,115 | ​ | $ | 271,803 |

| ​ | ​ | | 8,056,120 | ​ | | 7,062,509 |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 2,572,777 | ​ | | — | ​ | | — | ​ | | 2,572,777 |

| Retirement of treasury shares | | (395) | ​ | | (4) | ​ | | (45,067) | ​ | | (1,415,400) | ​ | | — | ​ | | 1,460,471 | ​ | | — |

| Balance at August 29, 2026 | | 16,619 | ​ | $ | 166 | ​ | $ | 2,037,361 | ​ | $ | (2,818,482) | ​ | $ | (158,974) | ​ | $ | (1,562,541) | ​ | $ | (2,502,470) |

On February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed under IEEPA.

On April 20, 2026, the Company filed for refunds of IEEPA tariffs paid directly by the Company via the U.S. Customs and Border Protection’s consolidated administration and processing of entries tool in the automated commercial environment portal.

During the fiscal year ended August 29, 2026, the Company received $127.6 million in IEEPA refunds representing substantially all of the refunds filed by the Company.

These refunds were recorded upon receipt as a $96.0 million reduction to Cost of Sales for the refunds related to products previously sold and a $31.6 million reduction to inventory for the portion of the refunds related to unsold inventory.

The portion recorded as a reduction to inventory is recorded as a reduction to Cost of Sales as the underlying inventory is sold.

the Company expects to receive in exchange for selling products to its customers.

In September 2025, the FASB issued ASU 2025-06, _Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40)._ This ASU is intended to modernize internal-use software guidance by removing all project stages and clarifying the thresholds entities apply to begin capitalizing costs.

This ASU is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, and early adoption is permitted.

The amendments in this ASU may be applied using a prospective, modified, or retrospective transition approach.

This update will be effective for the Company beginning with its fiscal 2029 first quarter.

The Company is currently evaluating the impact of adoption.

In May 2026, the FASB issued ASU 2026-02, _Environmental Credits and Environmental Credit Obligations (Topic 818)_.

This ASU provides recognition, measurement, presentation, and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits.

This ASU is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, and early adoption is permitted as of the beginning of an annual reporting period.

The amendments in this ASU should be applied on a retrospective basis.

This update will be effective for the Company beginning with its fiscal 2029 first quarter.

The Company is currently evaluating the impact of adoption.

| Other current assets | ​ | $ | 9,623 | ​ | $ | 4,346 | ​ | $ | — | ​ | $ | 13,969 |

| Other long-term assets | ​ | | 60,190 | ​ | ​ | 59,617 | ​ | | — | ​ | | 119,807 |

| ​ | ​ | $ | 69,813 | ​ | $ | 63,963 | ​ | $ | — | ​ | $ | 133,776 |

gains (losses) on marketable debt securities are recorded in Accumulated Other Comprehensive Loss.

| Corporate debt securities | ​ | $ | 30,264 | ​ | $ | 25 | ​ | $ | (535) | ​ | $ | 29,754 |

| Government bonds | ​ | | 66,505 | ​ | | 7 | ​ | | (951) | ​ | | 65,561 |

| Mortgage-backed securities | ​ | | 21,023 | ​ | | 28 | ​ | | (274) | ​ | | 20,777 |

| ​ | ​ | $ | 135,525 | ​ | $ | 69 | ​ | $ | (1,818) | ​ | $ | 133,776 |

| ​ | ​ | $ | 135,525 | ​ | $ | 133,776 |

| 2027 | ​ | $ | 116,099 | ​ | $ | 469,893 | ​ | $ | 585,992 |

| 2028 | ​ | | 125,771 | ​ | ​ | 504,930 | ​ | ​ | 630,701 |

| 2029 | ​ | | 107,612 | ​ | ​ | 480,002 | ​ | ​ | 587,614 |

| 2030 | ​ | | 66,379 | ​ | ​ | 454,948 | ​ | ​ | 521,327 |

| 2031 | ​ | | 26,137 | ​ | ​ | 421,101 | ​ | ​ | 447,238 |

| Thereafter | ​ | | 35,634 | ​ | ​ | 2,616,917 | ​ | ​ | 2,652,551 |

| Total lease payments | ​ | ​ | 477,632 | ​ | ​ | 4,947,791 | ​ | | 5,425,423 |

October 27, 2025

October 27, 2025

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

| Total long-term assets | ​ | | 3,951,436 | ​ | | 3,686,240 |

| Cash and cash equivalents at beginning of period | ​ | ​ | 298,172 | ​ | ​ | 277,054 | ​ | | 264,380 |

| Balance at August 27, 2022 | | 20,732 | ​ | $ | 207 | ​ | $ | 1,354,252 | ​ | $ | (1,330,067) | ​ | $ | (300,536) | ​ | $ | (3,262,769) | ​ | $ | (3,538,913) |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 2,528,426 | ​ | | — | ​ | | — | ​ | | 2,528,426 |

| Retirement of treasury shares | | (2,051) | ​ | | (20) | ​ | | (143,440) | ​ | | (4,157,637) | ​ | | — | ​ | | 4,301,097 | ​ | | — |

​

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

In November 2023, the FASB issued ASU 2023-07, _Segment Reporting (Topic 280)_.

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (CODM), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss.

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in the update and existing segment disclosures in Topic 280.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption.

Early adoption is permitted.

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

The

Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.

| *​* | ​ | August 31, 2024 | | | | | | | | | | |

| Other current assets | ​ | $ | 26,697 | ​ | $ | 11,734 | ​ | $ | — | ​ | $ | 38,431 |

| Other long-term assets | ​ | | 27,031 | ​ | | 56,696 | ​ | | — | ​ | | 83,727 |

| ​ | ​ | $ | 53,728 | ​ | $ | 68,430 | ​ | $ | — | ​ | $ | 122,158 |

| *​* | ​ | August 31, 2024 | | | | | | | | | | |

| Corporate debt securities | ​ | $ | 32,355 | ​ | $ | 183 | ​ | $ | (78) | ​ | $ | 32,460 |

| Government bonds | ​ | | 50,251 | ​ | | 483 | ​ | | (493) | ​ | | 50,241 |

| Mortgage-backed securities | ​ | | 22,859 | ​ | | 326 | ​ | | (95) | ​ | | 23,090 |

| ​ | ​ | $ | 121,792 | ​ | $ | 1,058 | ​ | $ | (692) | ​ | $ | 122,158 |

| ​ | ​ | $ | 122,970 | ​ | $ | 124,140 |

| 2026 | ​ | $ | 112,918 | ​ | $ | 424,466 | ​ | $ | 537,384 |

| 2027 | ​ | | 121,123 | ​ | ​ | 458,397 | ​ | ​ | 579,520 |

| 2028 | ​ | | 102,182 | ​ | ​ | 433,574 | ​ | ​ | 535,756 |

| 2029 | ​ | | 70,538 | ​ | ​ | 403,213 | ​ | ​ | 473,751 |

| 2030 | ​ | | 18,447 | ​ | ​ | 376,721 | ​ | ​ | 395,168 |

| Thereafter | ​ | | 39,779 | ​ | ​ | 2,286,397 | ​ | ​ | 2,326,176 |

| Total lease payments | ​ | ​ | 464,987 | ​ | ​ | 4,382,768 | ​ | | 4,847,755 |

| Less: Interest | ​ | | (65,047) | ​ | ​ | (1,005,268) | ​ | ​ | (1,070,315) |

| Present value of lease liabilities | ​ | $ | 399,940 | ​ | $ | 3,377,500 | ​ | $ | 3,777,440 |

| *​* | ​ | August 30, 2025 | ​ |

Company obtains possession of the underlying leased asset.

As of August [removed: 30, 2025,] [added: 29, 2026,] 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: 30, 2025.][added: 29, 2026.]

A report of AutoZone’s management on our internal control over financial reporting (as such term 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 [removed: I,] [added: II,] Item 8 of this document and is incorporated herein by reference.

There [removed: were] [added: have been] no [added: other] changes in our internal control over financial reporting [added: (as defined in Rule 13a-15(f) of the Exchange Act)] that occurred during the quarter ended August [removed: 30, 2025,] [added: 29, 2026,] 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: 30, 2025,] [added: 29, 2026,] 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: 30, 2025,] [added: 29, 2026,] 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: 30, 2025.][added: 29, 2026.]

As part of a multi-year system implementation, the Company began utilizing certain aspects of a new enterprise resource planning (“ERP”) system during the quarter ended February 14, 2026.

Eventually, this ERP system will replace our existing core financial systems.

The ERP system is designed to accurately maintain the Company’s financial records, process transactions and provide timely information to its management team.

While we believe that this new ERP system will enhance internal controls over financial reporting, there are inherent risks in implementing a new ERP system.

Accordingly, we will continue to evaluate the design and operating effectiveness of these controls.

None.

Without limiting the generality of the foregoing, during the quarterly period ended August 29, 2026, 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.

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.

Certain information required by Part III is incorporated by reference from AutoZone’s definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of [removed: Shareholders] [added: Stockholders] to be held on December [removed: 17, 2025] [added: 16, 2026] (our “Proxy Statement”).

Additionally, the information contained in AutoZone, Inc.’s Proxy Statement relating to our [removed: 2025] [added: 2026] Annual Meeting of [removed: Shareholders,] [added: Stockholders,] 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 information contained in AutoZone, Inc.’s Proxy Statement relating to our [removed: 2025] [added: 2026] Annual Meeting of [removed: Shareholders,] [added: Stockholders,] in the section entitled “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: 2025] [added: 2026] Annual Meeting of [removed: Shareholders,] [added: Stockholders,] in the sections entitled “Share Ownership of Directors and 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: 2025] [added: 2026] Annual Meeting of [removed: Shareholders,] [added: Stockholders,] in the sections entitled “Related Party Transactions” and “Governance Framework – 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: 2025] [added: 2026] Annual Meeting of [removed: Shareholders,] [added: Stockholders,] in the section entitled “Proposal 2 – Ratification of Independent Registered Public Accounting Firm,” is incorporated herein by reference in response to this item.

| [Consolidated Statements of Income for the fiscal years ended August [added: 29, 2026, August] 30, 2025, [removed: August 31, 2024] and August [removed: 26, 2023](#StatementsofIncome_880869)] [added: 31, 2024](#StatementsofIncome_880869)] |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended August [removed: 30, 2025,] [added: 29, 2026,] August [removed: 31, 2024] [added: 30, 2025] and August [removed: 26, 2023](#StatementsofComprehensiveIncome_464381)] [added: 31, 2024](#StatementsofComprehensiveIncome_464381)] |

| [Consolidated Balance Sheets as of August [removed: 30, 2025] [added: 29, 2026] and August [removed: 31, 2024](#ConsolidatedBalanceSheets_880763)] [added: 30, 2025](#ConsolidatedBalanceSheets_880763)] |

| [Consolidated Statements of Cash Flows for the fiscal years ended August [removed: 30, 2025,] [added: 29, 2026,] August [removed: 31, 2024] [added: 30, 2025] and August [removed: 26, 2023](#ConsolidatedStatementsofCashFlows_609202)] [added: 31, 2024](#ConsolidatedStatementsofCashFlows_609202)] |

| [Consolidated Statements of Stockholders’ Deficit for the fiscal years ended August [removed: 30, 2025,] [added: 29, 2026,] August [removed: 31, 2024] [added: 30, 2025] and August [removed: 26, 2023](#StatementsofStockholdersDeficit_845379)] [added: 31, 2024](#StatementsofStockholdersDeficit_845379)] |

| 4.3 | ​ | [Officers’ Certificate dated April [removed: 29, 2015,] [added: 18, 2017,] pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the [removed: 3.250%] [added: 3.750%] Senior Notes due [removed: 2025.] [added: 2027.] Incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to the Current Report on Form 8-K dated April [removed: 29, 2015.](https://www.sec.gov/Archives/edgar/data/866787/000119312515156880/d917048dex42.htm)[](https://www.sec.gov/Archives/edgar/data/866787/000119312515156880/d917048dex41.htm)] [added: 18, 2017.](https://www.sec.gov/Archives/edgar/data/866787/000119312517127398/d377665dex41.htm)] |

| 4.4 | ​ | [Form of [removed: 3.250%] [added: 3.750%] Senior Notes due [removed: 2025.] [added: 2027.] Incorporated by reference to Exhibit [removed: 4.4] [added: 4.2] to the Current Report on Form 8-K dated April [removed: 29, 2015.](https://www.sec.gov/Archives/edgar/data/866787/000119312515156880/d917048dex44.htm)[](https://www.sec.gov/Archives/edgar/data/866787/000119312515156880/d917048dex43.htm)] [added: 18, 2017.](https://www.sec.gov/Archives/edgar/data/866787/000119312517127398/d377665dex42.htm)] |

| 4.5 | ​ | [Officers’ Certificate dated April [removed: 21, 2016,] [added: 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: 2026.] [added: 2029.] Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated April [removed: 21, 2016.](https://www.sec.gov/Archives/edgar/data/866787/000119312516550427/d184551dex42.htm)] [added: 18, 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex42.htm)] |

| 4.6 | ​ | [Form [removed: 3.125%] [added: of 3.750%] Senior Notes due [removed: 2026.] [added: 2029.] Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated April [removed: 21, 2016.](https://www.sec.gov/Archives/edgar/data/866787/000119312516550427/d184551dex44.htm)] [added: 18, 2019.](https://www.sec.gov/Archives/edgar/data/866787/000119312519110911/d734900dex44.htm)] |

| [removed: 4.7] [added: 4.29] | ​ | [Officers’ Certificate dated April [removed: 18, 2017,] [added: 14, 2025,] pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the [removed: 3.750%] [added: 5.125%] Senior Notes due [removed: 2027.] [added: 2030.] Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated April [removed: 18, 2017.](https://www.sec.gov/Archives/edgar/data/866787/000119312517127398/d377665dex41.htm)] [added: 14, 2025.](https://www.sec.gov/Archives/edgar/data/866787/000110465925034681/tm2512262d1_ex4-1.htm)] |

| [removed: 4.8] [added: 4.30] | ​ | [Form of [removed: 3.750%] [added: 5.125%] Senior Notes due [removed: 2027.] [added: 2030.] Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated April [removed: 18, 2017.](https://www.sec.gov/Archives/edgar/data/866787/000119312517127398/d377665dex42.htm)] [added: 14, 2025.](https://www.sec.gov/Archives/edgar/data/866787/000110465925034681/tm2512262d1_ex4-1.htm)] |

| [removed: 4.9] [added: 4.19] | ​ | [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).] |

| 4.10 | ​ | [Form of [removed: 3.750%] [added: 1.650%] Senior Notes due [removed: 2029.] [added: 2031.] Incorporated by reference to Exhibit [removed: 4.4] [added: 4.2] 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: August 14, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-2.htm)] |

| [removed: 4.11] [added: 4.7] | ​ | [Officers’ Certificate dated March 30, 2020, pursuant to Section 3.2 of the Indenture, dated August 8, 2003, setting forth the terms of the [removed: 3.625%] [added: 4.000%] Senior Notes due [removed: 2025.] [added: 2030.] Incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Current Report on Form 8-K dated March 30, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-1.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-2.htm)] |

| 4.12 | ​ | [Officers’ Certificate dated [removed: March 30,] [added: August 14,] 2020, pursuant to Section 3.2 of the Indenture, dated August 8, 2003, setting forth the terms of the [removed: 4.000%] [added: 1.650%] Senior Notes due [removed: 2030.] [added: 2031.] Incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to the Current Report on Form 8-K dated [removed: March 30, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-2.htm)] [added: August 14, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-1.htm)] |

| [removed: 4.13] [added: 4.8] | ​ | [Form of [removed: 3.625%] [added: 4.000%] Senior Notes due [removed: 2025.] [added: 2030.] Incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to the Current Report on Form 8-K dated March 30, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-3.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120007391/nt10010328x4_ex4-4.htm)] |

| [removed: 4.14] [added: 4.9] | ​ | [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)] |

| [removed: 4.15] [added: 4.11] | ​ | [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: 4.16] [added: 4.14] | ​ | [Form of [removed: 1.650%] [added: 4.750%] Senior Notes due [removed: 2031.] [added: 2032.] Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated August [removed: 14, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-2.htm)] [added: 1, 2022.](https://www.sec.gov/Archives/edgar/data/866787/000110465922084759/tm2221132d8_ex4-2.htm)] |

| 4.17 | ​ | [Form of [removed: 1.650%] [added: 4.500%] Senior Notes due [removed: 2031.] [added: 2028.] Incorporated by reference to Exhibit [removed: 4.3] [added: 4.1] to the Current Report on Form 8-K dated [removed: August 14, 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-3.htm)] [added: January 27, 2023](https://www.sec.gov/Archives/edgar/data/866787/000110465923007525/tm234002d5_ex4-1.htm).] |

| [removed: 4.18] [added: 4.31] | ​ | [Officers’ Certificate dated [removed: August] [added: July] 14, [removed: 2020,] [added: 2026,] 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: 4.950%] Senior Notes due 2031. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated [removed: August] [added: July] 14, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/866787/000114036120018477/nc10014330x1_ex4-1.htm)] [added: 2026.](https://www.sec.gov/Archives/edgar/data/866787/000110465926083528/tm2620403d1_ex4-1.htm)] |

| [removed: 4.19] [added: 4.13] | ​ | [Officers’ Certificate dated August 1, 2022, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 4.750% Senior Notes due 2032. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated August 1, 2022.](https://www.sec.gov/Archives/edgar/data/866787/000110465922084759/tm2221132d8_ex4-1.htm) |

| [removed: 4.20] [added: 4.18] | ​ | [Form of 4.750% Senior Notes due [removed: 2032.] [added: 2033.] Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated [removed: August 1, 2022.](https://www.sec.gov/Archives/edgar/data/866787/000110465922084759/tm2221132d8_ex4-2.htm)] [added: January 27, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923007525/tm234002d5_ex4-2.htm)] |

| [removed: 4.21] [added: 4.15] | ​ | [Officers’ Certificate dated January 27, 2023, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 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: 4.22] [added: 4.16] | ​ | [Officers’ Certificate dated January 27, 2023, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 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) |

| 4.23 | ​ | [Form of [removed: 4.500% Senior Notes] [added: 6.250% Note] due 2028. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated [removed: January 27, 2023](https://www.sec.gov/Archives/edgar/data/866787/000110465923007525/tm234002d5_ex4-1.htm).] [added: October 25, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923111422/tm2328488d5_ex4-1.htm)] |

| 4.24 | ​ | [Form of [removed: 4.750% Senior Notes] [added: 6.550% Note] 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: 4.21] | ​ | [Officers’ Certificate dated [removed: July 21,] [added: October 25,] 2023, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the [removed: 5.050%] [added: 6.250%] Senior Notes due [removed: 2026.] [added: 2028.] Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated [removed: July 21, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923083034/tm2321426d6_ex4-1.htm)] [added: October 25, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923111422/tm2328488d5_ex4-1.htm)] |

| [removed: 4.26] [added: 4.22] | ​ | [Officers’ Certificate dated [removed: July 21,] [added: October 25,] 2023, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the [removed: 5.200%] [added: 6.550%] Senior Notes due 2033. 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: October 25, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923111422/tm2328488d5_ex4-2.htm)] |

| [removed: 4.27] [added: 4.20] | ​ | [Form of [removed: 5.050%] [added: 5.200%] Note due [removed: 2026.] [added: 2033.] Incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Current Report on Form 8-K dated July 21, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923083034/tm2321426d6_ex4-1.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923083034/tm2321426d6_ex4-2.htm)] |

| 4.28 | ​ | [Form of [removed: 5.200%] [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: 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: 4.25] | ​ | [Officers’ Certificate dated [removed: October 25, 2023,] [added: June 28, 2024,] pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the [removed: 6.250%] [added: 5.100%] Senior Notes due [removed: 2028.] [added: 2029.] Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated [removed: October 25, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923111422/tm2328488d5_ex4-1.htm)] [added: June 28, 2024.](https://www.sec.gov/Archives/edgar/data/866787/000110465924076270/tm2417968d5_ex4-1.htm)] |

| [removed: 4.30] [added: 4.26] | ​ | [Officers’ Certificate dated [removed: October 25, 2023,] [added: June 28, 2024,] pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the [removed: 6.550%] [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: 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: 4.31] [added: 4.27] | ​ | [Form of [removed: 6.250%] [added: 5.100%] Note due [removed: 2028.] [added: 2029.] Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated [removed: October 25, 2023.](https://www.sec.gov/Archives/edgar/data/866787/000110465923111422/tm2328488d5_ex4-1.htm)] [added: June 28, 2024.](https://www.sec.gov/Archives/edgar/data/866787/000110465924076270/tm2417968d5_ex4-1.htm)] |

| 4.32 | ​ | [Form of [removed: 6.550% Note] [added: 4.950% Senior Notes] due [removed: 2033.] [added: 2031.] Incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] 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: July 14, 2026.](https://www.sec.gov/Archives/edgar/data/866787/000110465926083528/tm2620403d1_ex4-1.htm)] |

| [removed: 4.39] [added: 4.33] | ​ | [Description of Securities of AutoZone, Inc. Incorporated by reference to Exhibit 4.24 to the Annual Report on Form 10-K dated October 28, 2019.](https://www.sec.gov/Archives/edgar/data/0000866787/000119312519276201/d771460dex424.htm) |

| [removed: 10.30] [added: 10.33] | ​ | [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) |

| 21.1 | ​ | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/866787/000110465925102611/azo-20250830xex21d1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/866787/000110465926118791/azo-ex21d1.htm)] |

| 23.1 | ​ | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/866787/000110465925102611/azo-20250830xex23d1.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/866787/000110465926118791/azo-ex23d1.htm)] |

| 31.1 | ​ | [Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/866787/000110465925102611/azo-20250830xex31d1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/866787/000110465926118791/azo-ex31d1.htm)] |

| *10.30 | ​ | [Form of Grant Notice and Award Agreement for Stock Options granted to Officers under the AutoZone, Inc. 2020 Omnibus Incentive Award Plan (Global). Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended November 22, 2025.](https://www.sec.gov/Archives/edgar/data/866787/000110465925123222/azo-20251122xex10d1.htm) |

| *10.31 | ​ | [Form of Grant Notice and Award Agreement for Restricted Stock Units granted to Officers under the AutoZone, Inc. 2020 Omnibus Incentive Award Plan (Global). Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended November 22, 2025.](https://www.sec.gov/Archives/edgar/data/866787/000110465925123222/azo-20251122xex10d2.htm) |

| *10.32 | ​ | [AutoZone, Inc. Director Compensation Program effective January 1, 2026. Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended February 14, 2026.](https://www.sec.gov/Archives/edgar/data/866787/000110465926032757/azo-20260214xex10d1.htm) |

| 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) |

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

| 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) |

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

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

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

| ​ | [added: ​ ​ ​] | ​ | AUTOZONE, INC. |

| Dated: October [removed: 27, 2025] [added: 26, 2026] | ​ | ​ | |

| SIGNATURE | [added: ​ ​] | TITLE | [added: ​ ​] | DATE |

| /s/ PHILIP B. DANIELE, III | ​ | President and Chief Executive Officer | ​ | October [removed: 27, 2025] [added: 26, 2026] |

| /s/ JAMERE JACKSON | ​ | Chief Financial Officer | ​ | October [removed: 27, 2025] [added: 26, 2026] |

| /s/ J. SCOTT MURPHY | ​ | Vice President and Controller | ​ | October [removed: 27, 2025] [added: 26, 2026] |

| /s/ WILLIAM C. RHODES, III | ​ | Executive Chairman | ​ | October [removed: 27, 2025] [added: 26, 2026] |