AutoZone 10-Q 2026-02-14

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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☒	​ ​	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
​	​	For the quarterly period ended February 14, 2026 or
​	​	​
☐	​	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
​	​	For the transition period from _______ to ________.
​	​	​
​	​	Commission file number 1-10714

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AUTOZONE, INC**.**

(Exact name of registrant as specified in its charter)

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Nevada	62-1482048
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)	​

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123 South Front Street**,** Memphis**,** Tennessee	38103
(Address of principal executive offices)	(Zip Code)

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(901) 495-6500

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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Title of Each Class	​ ​	Trading Symbol(s)	​ ​	Name of Each Exchange on which Registered
Common Stock ($0.01 par value)		AZO		New York Stock Exchange

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
Emerging growth company ☐	​

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $.01 Par Value – 16,476,820 shares outstanding as of March 13, 2026.

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TABLE OF CONTENTS

​	​	​	​	​
PART I.		​	FINANCIAL INFORMATION	3
​	Item 1.	​	Financial Statements	3
​	​	​	CONDENSED CONSOLIDATED BALANCE SHEETS	3
​	​	​	CONDENSED CONSOLIDATED STATEMENTS OF INCOME	4
​	​	​	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	4
​	​	​	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	5
​	​	​	CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT	6
​	​	​	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	7
​	​	​	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	18
​	Item 2.	​	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
​	Item 3.	​	Quantitative and Qualitative Disclosures About Market Risk	28
​	Item 4.	​	Controls and Procedures	28
PART II.		​	OTHER INFORMATION	29
​	Item 1.	​	Legal Proceedings	29
​	Item 1A.	​	Risk Factors	29
​	Item 2.	​	Unregistered Sales of Equity Securities and Use of Proceeds	29
​	Item 3.	​	Defaults Upon Senior Securities	29
​	Item 4.	​	Mine Safety Disclosures	29
​	Item 5.	​	Other Information	29
​	Item 6.	​	Exhibits	29
SIGNATURES		​	​	31

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PART I. FINANCIAL INFORMATION

AUTOZONE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

​	​	​	​	​	​	​
​	​	February 14,		​	August 30,
(in thousands)	​	2026		​	2025
​	​	​	​	​	​	​
Assets	​	​	​		​	​
Current assets:	​	​	​		​	​
Cash and cash equivalents	​	$	285,492	​	$	271,803
Accounts receivable	​		698,376	​		670,137
Merchandise inventories	​		7,484,042	​		7,025,688
Other current assets	​		364,164	​		373,751
Total current assets	​		8,832,074	​		8,341,379
​	​	​	​	​	​	​
Property and equipment:	​	​	​	​	​	​
Property and equipment	​		13,365,701	​		12,552,328
Less: Accumulated depreciation and amortization	​		(5,811,181)	​		(5,489,819)
​	​		7,554,520	​		7,062,509
​	​	​	​	​	​	​
Operating lease right-of-use assets	​	​	3,300,213	​	​	3,194,666
Goodwill	​		302,645	​		302,645
Deferred income taxes	​		131,351	​		118,433
Other long-term assets	​		317,792	​		335,692
Total assets	​	$	20,438,595	​	$	19,355,324
​	​	​	​	​	​	​
Liabilities and Stockholders’ Deficit	​	​	​	​	​	​
Current liabilities:	​	​	​	​	​	​
Accounts payable	​	$	8,297,536	​	$	8,025,590
Current portion of operating lease liabilities	​	​	329,115	​	​	283,564
Accrued expenses and other	​		1,222,212	​		1,151,536
Income taxes payable	​		72,340	​		58,707
Total current liabilities	​		9,921,203	​		9,519,397
​	​	​	​	​	​	​
Long-term debt	​		8,907,052	​		8,799,775
Operating lease liabilities, less current portion	​	​	3,175,110	​	​	3,093,936
Deferred income taxes	​		504,182	​		520,510
Other long-term liabilities	​		839,818	​		836,019
​	​	​	​	​	​	​
Commitments and contingencies	​	​	—	​	​	—
​	​	​	​	​	​	​
Stockholders’ deficit:	​	​	​	​	​	​
Preferred stock, authorized 1,000 shares; no shares issued	​		—	​		—
Common stock, par value $.01 per share, authorized 200,000 shares; 16,578 shares issued and 16,519 shares outstanding as of February 14, 2026; 16,927 shares issued and 16,665 shares outstanding as of August 30, 2025	​		166	​		169
Additional paid-in capital	​		1,919,290	​		1,843,779
Retained deficit	​		(4,391,569)	​		(3,975,852)
Accumulated other comprehensive loss	​		(157,888)	​		(285,010)
Treasury stock, at cost	​		(278,769)	​		(997,399)
Total stockholders’ deficit	​		(2,908,770)	​		(3,414,313)
Total liabilities and stockholders' deficit	​	$	20,438,595	​	$	19,355,324

See Notes to Condensed Consolidated Financial Statements.

AUTOZONE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Twelve Weeks Ended					​	Twenty-Four Weeks Ended
​	​	February 14,		​	February 15,		​	February 14,		​	February 15,
(in thousands, except per share data)	​	2026		​	2025		​	2026		​	2025
​	​	​	​	​	​	​	​	​	​	​	​	​
Net sales	​ ​ ​	$	4,274,098	​ ​ ​	$	3,952,012	​ ​ ​	$	8,902,727	​ ​ ​	$	8,231,652
Cost of sales, including warehouse and delivery expenses	​	​	2,030,740	​	​	1,823,611	​	​	4,300,055	​	​	3,835,194
Gross profit	​	​	2,243,358	​		2,128,401	​	​	4,602,672	​		4,396,458
Operating, selling, general and administrative expenses	​	​	1,544,902	​	​	1,421,634	​	​	3,120,011	​	​	2,848,542
Operating profit	​	​	698,456	​	​	706,767	​	​	1,482,661	​	​	1,547,916
Interest expense, net	​	​	107,205	​	​	108,822	​	​	213,475	​	​	216,451
Income before income taxes	​	​	591,251	​		597,945	​	​	1,269,186	​		1,331,465
Income tax expense	​	​	122,391	​	​	110,022	​	​	269,503	​	​	278,609
Net income	​	$	468,860	​	$	487,923	​	$	999,683	​	$	1,052,856
​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average shares for basic earnings per share	​		16,573	​		16,788	​		16,612	​		16,850
Effect of dilutive stock equivalents	​	​	396	​	​	457	​	​	424	​	​	457
Weighted average shares for diluted earnings per share	​		16,969	​		17,245	​		17,036	​		17,307
​	​	​	​	​	​	​	​	​	​	​	​	​
Basic earnings per share	​	$	28.29	​	$	29.06	​	$	60.18	​	$	62.48
Diluted earnings per share	​	$	27.63	​	$	28.29	​	$	58.68	​	$	60.83

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See Notes to Condensed Consolidated Financial Statements.

AUTOZONE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Twelve Weeks Ended					​	Twenty-Four Weeks Ended
​	​	February 14,		​ ​ ​	February 15,		​ ​ ​	February 14,		​ ​ ​	February 15,
(in thousands)	​ ​ ​	2026		​	2025		​	2026		​	2025
​	​	​	​	​	​	​	​	​	​	​	​	​
Net income	​	$	468,860	​	$	487,923	​	$	999,683	​	$	1,052,856
Other comprehensive income (loss):	​		​	​		​	​		​	​		​
Foreign currency translation adjustments	​		104,581	​		(903)	​		125,709	​		(45,892)
Unrealized gains (losses) on marketable debt securities, net of taxes	​		233	​		65	​		604	​		(887)
Net derivative activities, net of taxes	​		404	​		404	​		809	​		808
Total other comprehensive income (loss)	​		105,218	​		(434)	​		127,122	​		(45,971)
Comprehensive income	​	$	574,078	​	$	487,489	​	$	1,126,805	​	$	1,006,885

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See Notes to Condensed Consolidated Financial Statements.

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AUTOZONE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

​	​	​	​	​	​	​
​	​	​	​	​	​	​
​	​ ​ ​	Twenty-Four Weeks Ended
​	​	February 14,		​	February 15,
(in thousands)	​	2026		​	2025
​	​	​	​	​	​	​
Cash flows from operating activities:		​	​		​	​
Net income	​	$	999,683	​	$	1,052,856
Adjustments to reconcile net income to net cash provided by operating activities:	​		​	​		​
Depreciation and amortization of property and equipment	​		303,834	​		271,091
Other non-cash charges	​		157,000	​		—
Amortization of debt origination fees	​		5,978	​		6,061
Deferred income taxes	​		(137,076)	​		(43,734)
Share-based compensation expense	​		67,469	​		56,563
Changes in operating assets and liabilities:	​		​	​		​
Accounts receivable	​

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In Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), we provide a historical and prospective narrative of our general financial condition, results of operations, liquidity and certain other factors that may affect the future results of AutoZone, Inc. (“AutoZone” or the “Company”). The following MD&A discussion should be read in conjunction with our Condensed Consolidated Financial Statements, related notes to those statements and other financial information, including forward-looking statements and risk factors, that appear elsewhere in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended August 30, 2025, and other filings we make with the SEC.

Forward-Looking Statements

Certain statements herein constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically use words such as “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “seek,” “may,” “could” and similar expressions. These statements are based on assumptions and assessments made by our management in light of experience, historical trends, current conditions, expected future developments and other factors that we believe appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including without limitation: product demand, due to changes in fuel prices, miles driven or otherwise; energy prices; weather, including extreme temperatures and natural disasters; competition; credit market conditions; cash flows; access to financing on favorable terms; future stock repurchases; the impact of recessionary conditions; consumer debt levels; changes in laws or regulations; risks associated with self-insurance; war and the prospect of war, including terrorist activity; public health issues; inflation, including wage inflation; exchange rates; the ability to hire, train and retain qualified employees, including members of management; construction delays; failure or interruption of our information technology systems; issues relating to the confidentiality, integrity or availability of information, including due to cyber-attacks; historic sales and profit growth rate sustainability; downgrade of our credit ratings; damage to our reputation; challenges associated with doing business in and expanding into international markets; origin and raw material costs of suppliers; inventory availability; disruption in our supply chain; tariffs, trade policies and other geopolitical factors; new accounting standards; our ability to execute our growth initiatives; and other business interruptions. These and other risks and uncertainties are discussed in more detail in the “Risk Factors” section contained in Item 1A under Part 1 of our Annual Report on Form 10-K for the year ended August 30, 2025. Forward-looking statements are not guarantees of future performance and actual results may differ materially from those contemplated by such forward-looking statements. Events described above and in the “Risk Factors” could materially and adversely affect our business. However, it is not possible to identify or predict all such risks and other factors that could affect these forward-looking statements. Forward-looking statements speak only as of the date made. Except as required by applicable law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

We are a leading retailer and distributor of automotive replacement parts and accessories in the Americas. We began operations in 1979 and at February 14, 2026, operated 6,709 stores in the U.S., 913 stores in Mexico and 152 stores in Brazil. Each store carries an extensive product line for cars, sport utility vehicles, vans and light duty trucks, including new and remanufactured automotive hard parts, maintenance items, accessories and non-automotive products. At February 14, 2026, in 6,310 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. We also sell automotive hard parts, maintenance items, accessories and non-automotive products through www.autozone.com, and our commercial customers can make purchases through www.autozonepro.com. Additionally, we sell the ALLDATA brand automotive diagnostic, repair, collision and shop management software through www.alldata.com. We also provide product information on our Duralast branded products through www.duralastparts.com. We do not derive revenue from automotive repair or installation services. Our websites and the information contained therein or linked thereto are not intended to be incorporated into this report.

Operating results for the twelve and twenty-four weeks ended February 14, 2026, are not necessarily indicative of the results that may be expected for the fiscal year ending August 29, 2026. Each of the first three quarters of our fiscal year consists of 12 weeks, and the fourth quarter consists of 16 or 17 weeks. The fourth quarters of fiscal 2026 and 2025 each have 16 weeks. Our business is somewhat seasonal in nature, with the highest sales generally occurring during the months of February through September, and the lowest sales generally occurring in the months of December and January.

Executive Summary

Net sales increased to $4.3 billion, an 8.1% increase over the comparable prior year period. Operating profit decreased 1.2% to $698.5 million. The second quarter operating profit comparison was negatively impacted by $59.0 million due to an unfavorable non-cash LIFO charge in the current quarter. Net income decreased 3.9% to $468.9 million and diluted earnings per share decreased 2.3% to $27.63 for the quarter.

During the second quarter of fiscal 2026, failure and maintenance related categories represented the largest portion of our sales mix at approximately 85% of total sales, whereas they represented approximately 86% of total sales in the comparable prior year period. Failure related categories continue to be the largest portion of our sales mix. We did not experience any fundamental shifts in our category sales mix as compared to the previous year. Our sales mix can be impacted by weather over a short-term period. Over the long-term, we believe the impact of weather on our sales mix is not significant.

Our business is impacted by various factors within the economy that affect both our consumers and our industry, including but not limited to inflation, interest rates, levels of consumer debt, fuel and energy costs, prevailing wage rates, foreign currency exchange rate fluctuations, supply chain disruptions, tariffs, trade policies and other geopolitical factors, hiring and other economic conditions. Given the nature of these macroeconomic factors, which are generally outside of our control, we cannot predict whether or for how long certain trends will continue, nor can we predict to what degree these trends will impact us in the future.

The two statistics we believe have the closest correlation to our market growth over the long-term are miles driven and the number of seven year old or older vehicles on the road. For the twelve-month period ended December 2025, miles driven in the U.S. increased 0.9% 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 in the U.S. was 12.8 years.

Tariffs

On February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed under the International Emergency Economic Powers Act. 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. Tariff policy continues to evolve, and we are monitoring potential impacts on our business and results of operations.

Twelve Weeks Ended February 14, 2026

Compared with Twelve Weeks Ended February 15, 2025

Net sales for the twelve weeks ended February 14, 2026, increased $322.1 million to $4.3 billion, or 8.1% over net sales of $4.0 billion for the comparable prior year period. This growth was driven by an increase in total company same store sales of 3.3% on a constant currency basis and net sales of $114.4 million from new domestic and international stores. Domestic commercial sales increased $103.0 million to $1.2 billion, or 9.8% over the comparable prior year.

Same store sales, or sales for our domestic and international stores open at least one year, are as follows:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	Twelve Weeks Ended
​	​		​	​		​	​	Constant Currency (1)				​
​	​	February 14, 2026		​	February 15, 2025		​	February 14, 2026		​	February 15, 2025
Domestic	​	3.4	%	​	1.9	%	​	3.4	%	​	1.9	%
International		17.1	%	​	(8.2)	%		2.5	%		9.5	%
Total Company		5.2	%	​	0.5	%		3.3	%		2.9	%

(1)	Constant currency same store sales exclude impacts from fluctuations of foreign currency exchange rates by converting both the current year and prior year international results at the prior year foreign currency exchange rate.

Gross profit for the twelve weeks ended February 14, 2026, was $2.2 billion, compared with $2.1 billion during the comparable prior year period. Gross profit, as a percentage of sales, was 52.5% for the twelve weeks ended February 14, 2026, compared to 53.9% for the comparable prior year period. The decrease in gross margin was driven by a 138 basis point unfavorable non-cash LIFO charge.

Operating, selling, general and administrative expenses for the twelve weeks ended February 14, 2026, were $1.5 billion compared with $1.4 billion during the comparable prior year period. As a percentage of sales, these expenses were 36.1% compared with 36.0% during the comparable prior year period. The increase was primarily driven by investments to support our growth initiatives.

Net interest expense was $107.2 million and $108.8 million for the twelve weeks ended February 14, 2026, and February 15, 2025, respectively. Average borrowings were $8.8 billion and $9.1 billion, and weighted average borrowing rates were 4.49% and 4.43% for the twelve weeks ended February 14, 2026, and February 15, 2025, respectively.

Our effective income tax rate was 20.7% and 18.4% of pretax income for the twelve weeks ended February 14, 2026, and February 15, 2025, respectively. The increase is primarily due to a reduced benefit from stock options exercised compared to the prior year, and last year benefiting from favorable discrete items related to our international business. The benefit from stock options exercised was $7.3 million and $14.3 million for the twelve weeks ended February 14, 2026 and the comparable prior year period, respectively.

Net income for the twelve weeks ended February 14, 2026, decreased by $19.1 million from the comparable prior year period to $468.9 million due to the factors set forth above, and diluted earnings per share decreased by 2.3% to $27.63 from $28.29.

Twenty-four Weeks Ended February 14, 2026

Compared with Twenty-four Weeks Ended February 15, 2025

Net sales for the twenty-four weeks ended February 14, 2026, increased $671.1 million to $8.9 billion, or 8.2% over net sales of $8.2 billion for the comparable prior year period. This growth was driven by an increase in total company same store sales of 4.0% on a constant currency basis and net sales of $225.0 million from new domestic and international stores. Domestic commercial sales increased $266.7 million to $2.4 billion, or 12.2% over the comparable prior year period.

Same store sales, or sales for our domestic and international stores open at least one year, are as follows:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	Twenty-Four Weeks Ended
​	​		​	​		​	​	Constant Currency (1)				​
​	​	February 14, 2026		​	February 15, 2025		​	February 14, 2026		​	February 15, 2025
Domestic	​	4.2	%	​	1.0	%	​	4.2	%	​	1.0	%
International	​	14.2	%	​	(3.9)	%	​	3.1	%	​	11.5	%
Total Company	​	5.4	%	​	0.4	%	​	4.0	%	​	2.4	%

(1)	Constant currency same store sales exclude impacts from fluctuations of foreign currency exchange rates by converting both the current year and prior year international results at the prior year foreign currency exchange rate.

Gross profit for the twenty-four weeks ended February 14, 2026, was $4.6 billion, compared with $4.4 billion during the comparable prior year period. Gross profit, as a percentage of sales, was 51.7% compared to 53.4% during the comparable prior year period. The decrease in gross margin was driven by a 176 basis point unfavorable non-cash LIFO charge.

Operating, selling, general and administrative expenses for the twenty-four weeks ended February 14, 2026, were $3.1 billion compared with $2.8 billion during the comparable prior year period. As a percentage of sales, these expenses were 35.0% compared with 34.6% during the comparable prior year period. The increase was primarily driven by an increase in investments to support our growth initiatives.

Net interest expense was $213.5 million and $216.5 million for the twenty-four weeks ended February 14, 2026, and February 15, 2025, respectively. Average borrowings were $8.8 billion and $9.0 billion, and weighted average borrowing rates were 4.51% and 4.43% for the twenty-four week periods ended February 14, 2026, and February 15, 2025, respectively.

Our effective income tax rate was 21.2% and 20.9% of pretax income for the twenty-four weeks ended February 14, 2026, and February 15, 2025, respectively. The benefit from stock options exercised for the twenty-four week period ended February 14, 2026, was $19.9 million compared to $19.5 million in the comparable prior year period.

Net income for the twenty-four weeks ended February 14, 2026, decreased by $53.2 million from the comparable prior year period to $999.7 million due to the factors set forth above, and diluted earnings per share decreased by 3.5% to $58.68 from $60.83.

Liquidity and Capital Resources

The primary source of our liquidity is our cash flows realized through the sale of automotive parts, products and accessories. We believe that our cash generated from operating activities and available credit, supplemented with our long-term borrowings, will provide ample liquidity to fund our operations while allowing us to make strategic investments to support growth initiatives and return excess cash to shareholders in the form of share repurchases. As of February 14, 2026, we held $285.5 million of cash and cash equivalents, as well as $2.2 billion in undrawn capacity on our Revolving Credit Agreement. We believe our sources of liquidity will continue to be adequate to fund our operations and investments to grow our business, repay our debt as it becomes due and fund our share repurchases over the short-term and long-term. In addition, we believe we have the ability to obtain alternative sources of financing, if necessary. 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 Condensed Consolidated Financial Statements. Except for the $102.4 million increase in commercial paper, there have been no material changes to our contractual obligations as described in our Annual Report on Form 10-K for the year ended August 30, 2025.

For the twenty-four week periods ended February 14, 2026, and February 15, 2025, our net cash flows from operating activities provided $1.3 billion and $1.4 billion, respectively. Cash flows from operations decreased over last year primarily due to unfavorable changes in accounts payable and accrued expenses.

Our net cash flows used in investing activities for the twenty-four weeks ended February 14, 2026, were $667.5 million as compared to $563.4 million in the comparable prior year period. Capital expenditures for the twenty-four weeks ended February 14, 2026, were $652.0 million compared to $539.7 million in the comparable prior year period. The increase in capital expenditures was primarily driven by our growth initiatives, including new stores, hub and mega hub store expansion projects. During the twenty-four week periods ended February 14, 2026, and February 15, 2025, we opened 117 and 79 net new stores, respectively. Investing cash flows were impacted by our wholly-owned captive, which purchased $23.0 million and $31.3 million, and sold $8.8 million and $30.1 million in marketable debt securities during the twenty-four weeks ended February 14, 2026, and the comparable prior year period, respectively. Our net investment in tax credit equity investments was $9.7 million and $37.4 million during the twenty-four weeks ended February 14, 2026, and the comparable prior year period, respectively.

Our net cash flows used in financing activities for the twenty-four weeks ended February 14, 2026, were $642.9 million compared to $826.4 million in the comparable prior year period. Stock repurchases were $741.7 million in the current twenty-four week period versus $866.5 million in the comparable prior year period. The treasury stock repurchases were primarily funded by cash flows from operations. For the twenty-four week periods ended February 14, 2026, and February 15, 2025, we had $102.4 million and $22.0 million in net proceeds from commercial paper, respectively. Proceeds from the issuance of common stock from exercises of stock options for the twenty-four weeks ended February 14, 2026, and February 15, 2025, provided $51.5 million and $64.3 million, respectively.

During fiscal 2026, we expect to increase the investment in our business as compared to fiscal 2025. Our investments are expected to be directed primarily to our growth initiatives, which include new stores, hub and mega hub store expansion projects. The amount of investments in our new stores is impacted by different factors, including whether the building and land are purchased (requiring higher investment) or leased (generally lower investment) and whether such buildings are located in the U.S., Mexico or Brazil, or located in urban or rural areas.

In addition to the building and land costs, our new stores require working capital, predominantly for inventories. Historically, we have negotiated extended payment terms from suppliers, reducing the working capital required and resulting in a high accounts payable to inventory ratio. We plan to continue leveraging our inventory purchases; however, our ability to do so may be limited by our suppliers’ ability to factor their receivables from us. The Company has arrangements with third-party financial institutions to confirm invoice balances owed by the Company to certain suppliers and pay the financial institutions the confirmed amounts on the invoice due dates. These arrangements allow the Company’s inventory suppliers, at their sole discretion, to enter into agreements with these financial institutions to finance the Company’s obligations to the suppliers at terms negotiated between the suppliers and the financial institutions. Supplier participation is optional and our obligations to our suppliers, including the amount and dates due, are not impacted by our suppliers’ decision to enter into an agreement with a third-party financial institution. A downgrade in our credit or changes in the financial markets could limit the financial institutions’ and our suppliers’ willingness to participate in these arrangements; however, we do not believe such risk would have a material impact on our working capital or cash flows. We plan to continue negotiating extended terms with our suppliers, benefitting our working capital and resulting in a high accounts payable to inventory ratio. We had an accounts payable to inventory ratio of 110.9% at February 14, 2026, and 118.2% at February 15, 2025.

Depending on the timing and magnitude of our future investments (either in the form of leased or purchased properties or acquisitions), we anticipate that we will rely primarily on internally generated funds and available borrowing capacity to support a majority of our capital expenditures, working capital requirements and stock repurchases. The balance may be funded through new borrowings. We anticipate that we will be able to obtain such financing based on our current credit ratings and favorable experiences in the debt markets in the past.

​

For the trailing four quarters ended February 14, 2026, our adjusted after-tax return on invested capital (“ROIC”), which is a non-GAAP measure, was 37.6% as compared to 45.5% for the comparable prior year period. Adjusted ROIC is calculated as after-tax operating profit (excluding rent charges) divided by invested capital (which includes a factor to

capitalize operating leases). We use adjusted ROIC to evaluate whether we are effectively using our capital resources and believe it is an important indicator of our overall operating performance. Refer to the “Reconciliation of Non-GAAP Financial Measures” section for further details of our calculation.

Our adjusted debt to earnings before interest, taxes, depreciation, amortization, rent and share-based compensation expense (“EBITDAR”) ratio, which is a non-GAAP measure, was 2.5:1 as of February 14, 2026 and February 15, 2025. We calculate adjusted debt as the sum of total debt, financing lease liabilities and rent times six; and we calculate EBITDAR by adding interest, taxes, depreciation, amortization, rent, and share-based compensation expense to net income. Adjusted debt to EBITDAR is calculated on a trailing four quarter basis. We target our debt levels to a ratio of adjusted debt to EBITDAR in order to maintain our investment grade credit ratings. We believe this is important information for the management of our debt levels. To the extent EBITDAR increases, we expect our debt levels to increase; conversely, if EBITDAR decreases, we would expect our debt levels to decrease. Refer to the “Reconciliation of Non-GAAP Financial Measures” section for further details of our calculation.

Debt Facilities

See “Note I – Financing” in the Notes to the Condensed Consolidated Financial Statements for information concerning our Senior Notes, Revolving Credit Agreement, commercial paper borrowings, outstanding letters of credit and surety bonds commitment.

Stock Repurchases

See “Note J – Stock Repurchase Program” in the Notes to the Condensed Consolidated Financial Statements for information on our share repurchases.

Reconciliation of Non-GAAP Financial Measures

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes certain financial measures not derived in accordance with GAAP, including Adjusted After-Tax ROIC and Adjusted Debt to EBITDAR. Non-GAAP financial measures should not be used as a substitute for GAAP financial measures, or considered in isolation, for the purpose of analyzing our operating performance, financial position or cash flows. However, we have presented non-GAAP financial measures, as we believe they provide additional information that is useful to investors. Additionally, our management uses these non-GAAP financial measures to review and assess our underlying operating results and the Compensation Committee of the Board uses select measures to determine payments of performance-based compensation against pre-established targets.

Adjusted After-Tax ROIC and Adjusted Debt to EBITDAR provide additional information for determining our optimal capital structure and are used to assist management in evaluating performance and in making appropriate business decisions to maximize stockholders’ value.

We have included reconciliations of this information to the most comparable GAAP measures in the following reconciliation tables.

Reconciliation of Non-GAAP Financial Measure: Adjusted After-Tax ROIC

The following tables calculate the percentages of adjusted ROIC for the trailing four quarters ended February 14, 2026, and February 15, 2025.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	A		​	B		​	A-B=C		​	D		​	C+D
​	​	Fiscal Year		​	Twenty-Four		​	Twenty-Eight		​	Twenty-Four		​	Trailing Four
​	​	Ended		​	Weeks Ended		​	Weeks Ended		​	Weeks Ended		​	Quarters Ended
​	​	August 30,		​	February 15,		​	August 30,		​	February 14,		​	February 14,
(in thousands, except percentage)	​	2025		​ ​ ​	2025		​ ​ ​	2025		​ ​ ​	2026		​ ​ ​	2026
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income	​	$	2,498,247	​	$	1,052,856	​	$	1,445,391	​	$	999,683	​	$	2,445,074
Adjustments:	​		​	​		​	​		​	​		​	​		​
Interest expense, net	​		475,824	​		216,451	​		259,373	​		213,475	​		472,848
Rent expense(1)	​		463,031	​		210,552	​		252,479	​		226,173	​		478,652
Tax effect(2)	​		(191,526)	​		(87,109)	​		(104,417)	​		(89,688)	​		(194,105)
Adjusted after-tax return	​	$	3,245,576	​	$	1,392,750	​	$	1,852,826	​	$	1,349,643	​	$	3,202,469
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Average debt(3)	​	​	​	​	​	​	​	​	​	​	​	​	​	$	8,847,030
Average stockholders’ deficit(3)	​	​	​	​	​	​	​	​	​	​	​	​	​		(3,596,773)
Add: Rent x 6(1)	​	​	​	​	​	​	​	​	​	​	​	​	​		2,871,912
Average finance lease liabilities(3)	​	​	​	​	​	​	​	​	​	​	​	​	​		399,840
Invested capital	​	​	​	​	​	​	​	​	​	​	​	​	​	$	8,522,009
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted after-tax ROIC	​	​	​	​	​	​	​	​	​	​	​	​	​		37.6%

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	A		​	B		​	A-B=C		​	D		​	C+D
​	​	Fiscal Year		​	Twenty-Four		​	Twenty-Nine		​	Twenty-Four		​	Trailing Four
​	​	Ended		​	Weeks Ended		​	Weeks Ended		​	Weeks Ended		​	Quarters Ended
​	​	August 31,		​	February 10,		​	August 31,		​	February 15,		​	February 15,
(in thousands, except percentage)	​	2024		​ ​ ​	2024		​ ​ ​	2024		​ ​ ​	2025		​ ​ ​	2025
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income	​	$	2,662,427	​	$	1,108,493	​	$	1,553,934	​	$	1,052,856	​	$	2,606,790
Adjustments:	​		​	​		​	​		​	​		​	​		​
Interest expense, net	​		451,578	​		194,004	​		257,574	​		216,451	​		474,025
Rent expense(1)	​		447,693	​		198,405	​		249,288	​		210,552	​		459,840
Tax effect(2)	​		(182,552)	​		(79,659)	​		(102,893)	​		(86,682)	​		(189,575)
Adjusted after-tax return	​	$	3,379,146	​	$	1,421,243	​	$	1,957,903	​	$	1,393,177	​	$	3,351,080
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Average debt(3)	​	​	​	​	​	​	​	​	​	​	​	​	​	$	8,943,172
Average stockholders' deficit(3)	​	​	​	​	​	​	​	​	​	​	​	​	​		(4,711,173)
Add: Rent x 6(1)	​	​	​	​	​	​	​	​	​	​	​	​	​		2,759,040
Average finance lease liabilities(3)	​	​	​	​	​	​	​	​	​	​	​	​	​		369,622
Invested capital	​	​	​	​	​	​	​	​	​	​	​	​	​	$	7,360,661
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted after-tax ROIC	​	​	​	​	​	​	​	​	​	​	​	​	​		45.5%

​

​

Reconciliation of Non-GAAP Financial Measure: Adjusted Debt to EBITDAR

The following tables calculate the ratio of adjusted debt to EBITDAR for the trailing four quarters ended February 14, 2026, and February 15, 2025.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	A		​	B		​	A-B=C		​	D		​	C+D
​	​ ​ ​	Fiscal Year		​	Twenty-Four		​	Twenty-Eight		​	Twenty-Four		​	Trailing Four
​	​	Ended		​	Weeks Ended		​	Weeks Ended		​	Weeks Ended		​	Quarters Ended
​	​	August 30,		​	February 15,		​	August 30,		​	February 14,		​	February 14,
(in thousands, except ratio)	​	2025		​ ​ ​	2025		​ ​ ​	2025		​ ​ ​	2026		​ ​ ​	2026
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income	​ ​ ​	$	2,498,247	​ ​ ​	$	1,052,856	​ ​ ​	$	1,445,391	​ ​ ​	$	999,683	​ ​ ​	$	2,445,074
Add: Interest expense, net	​		475,824	​		216,451	​		259,373	​		213,475	​		472,848
Income tax expense	​	​	636,085	​	​	278,609	​	​	357,476	​	​	269,503	​	​	626,979
EBIT	​		3,610,156	​		1,547,916	​		2,062,240	​		1,482,661	​		3,544,901
Add: Depreciation and amortization expense	​		613,199	​		271,091	​		342,108	​		303,834	​		645,942
Rent expense(1)	​		463,031	​		210,552	​		252,479	​		226,173	​		478,652
Share-based expense	​		124,717	​		56,563	​		68,154	​		67,469	​		135,623
EBITDAR	​	$	4,811,103	​	$	2,086,122	​	$	2,724,981	​	$	2,080,137	​	$	4,805,118
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Debt	​	​	​	​	​	​	​	​	​	​	​	​	​	$	8,907,052
Financing lease liabilities	​	​	​	​	​	​	​	​	​	​	​	​	​	​	432,330
Add: Rent x 6(1)	​	​	​	​	​	​	​	​	​	​	​	​	​		2,871,912
Adjusted debt	​	​	​	​	​	​	​	​	​	​	​	​	​	$	12,211,294
​	​	​	​	​	​	​	​	​	​	​	​	​	​		​
Adjusted debt to EBITDAR	​	​	​	​	​	​	​	​	​	​	​	​	​	​	2.5

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	A		​	B		​	A-B=C		​	D		​	C+D
​	​	Fiscal Year		​	Twenty-Four		​	Twenty-Nine		​	Twenty-Four		​	Trailing Four
​	​	Ended		​	Weeks Ended		​	Weeks Ended		​	Weeks Ended		​	Quarters Ended
​	​	August 31,		​	February 10,		​	August 31,		​	February 15,		​	February 15,
(in thousands, except ratio)	​	2024		​ ​ ​	2024		​ ​ ​	2024		​ ​ ​	2025		​ ​ ​	2025
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income	​ ​ ​	$	2,662,427	​ ​ ​	$	1,108,493	​ ​ ​	$	1,553,934	​ ​ ​	$	1,052,856	​ ​ ​	$	2,606,790
Add: Interest expense, net	​		451,578	​		194,004	​		257,574	​		216,451	​		474,025
Income tax expense	​	​	674,703	​	​	289,349	​	​	385,354	​	​	278,609	​	​	663,963
EBIT	​		3,788,708	​		1,591,846	​		2,196,862	​		1,547,916	​		3,744,778
Add: Depreciation and amortization expense	​		549,755	​		245,192	​		304,563	​		271,091	​		575,654
Rent expense(1)	​		447,693	​		198,405	​		249,288	​		210,552	​		459,840
Share-based expense	​		106,246	​		45,961	​		60,285	​		56,563	​		116,848
EBITDAR	​	$	4,892,402	​	$	2,081,404	​	$	2,810,998	​	$	2,086,122	​	$	4,897,120
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Debt	​	​	​	​	​	​	​	​	​	​	​	​	​	$	9,052,099
Financing lease liabilities	​	​	​	​	​	​	​	​	​	​	​	​	​		385,899
Add: Rent x 6(1)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	2,759,040
Adjusted debt	​	​	​	​	​	​	​	​	​	​	​	​	​	$	12,197,038
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted debt to EBITDAR	​	​	​	​	​	​	​	​	​	​	​	​	​	​	2.5

​

(1)	The table below outlines the calculation of rent expense and reconciles rent expense to total lease cost, per ASC 842, the most directly comparable GAAP financial measure, for the trailing four quarters ended February 14, 2026, and February 15, 2025.

​	​	​	​	​	​	​
​	​	Trailing Four Quarters Ended
(in thousands)	​	February 14, 2026		​	February 15, 2025
​	​	​		​	​
Total lease cost, per ASC 842	​ ​ ​	$	630,737	​	$	614,312
Less: Finance lease interest and amortization	​		(106,221)	​	​	(113,698)
Less: Variable operating lease components, related to insurance and common area maintenance	​		(45,864)	​	​	(40,774)
Rent expense	​	$	478,652	​	$	459,840

​

(2)	Effective tax rate over trailing four quarters ended February 14, 2026, and February 15, 2025, was 20.4% and 20.3%, respectively.

(3)	All averages are computed based on trailing five quarter balances.

Recent Accounting Pronouncements

Refer to “Note A – General” in the Notes to Condensed Consolidated Financial Statements for the discussion of recently issued accounting pronouncements.

Critical Accounting Estimates

Our critical accounting estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended August 30, 2025. There have been no significant changes to our critical accounting estimates since the filing of our Annual Report on Form 10-K for the year ended August 30, 2025.

At February 14, 2026, the only material change to our instruments and positions that are sensitive to market risk since the disclosures in our Annual Report on Form 10-K for the year ended August 30, 2025, was the $102.4 million net increase in commercial paper.

The fair value of the Company’s debt was estimated at $9.1 billion and $8.9 billion as of February 14, 2026, and August 30, 2025, respectively, based on the quoted market prices for the same or similar issues or on the current rates available to the Company for debt of the same terms (Level 2). Such fair value is greater than the carrying value of debt by $151.7 million and $94.4 million at February 14, 2026, and August 30, 2025, respectively, and reflects their face amount, adjusted for any unamortized debt issuance costs and discounts. We had $851.0 million and $748.6 million of variable rate debt outstanding at February 14, 2026, and at August 30, 2025, respectively. At these borrowing levels for variable rate debt, a one percentage point increase in interest rates would have an unfavorable annual impact on our pre-tax earnings and cash flows of $8.5 million in fiscal 2026. The primary interest rate exposure is based on the federal funds rate. We had outstanding fixed rate debt of $8.1 billion, net of unamortized debt issuance costs of $43.9 million at February 14, 2026, and $8.1 billion, net of unamortized debt issuance costs of $48.8 million at August 30, 2025. A one percentage point increase in interest rates would have reduced the fair value of our fixed rate debt by $304.8 million at February 14, 2026.

Evaluation of Disclosure Controls and Procedures

As of February 14, 2026, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and 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 Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of February 14, 2026.

Changes in Internal Controls

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.

Except for this ERP implementation, there have been no other changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended February 14, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

As of the date of this filing, there have been no additional material legal proceedings or material developments in the legal proceedings disclosed in Part 1, Item 3, of our Annual Report in Form 10-K for the fiscal year ended August 30, 2025.

As of the date of this filing, there have been no material changes in our risk factors from those disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended August 30, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Shares of common stock repurchased by the Company during the quarter ended February 14, 2026, were as follows:

Issuer Repurchases of Equity Securities

​

​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	​	​ ​ ​	​	​	​ ​ ​	Total Number of	​ ​ ​	Maximum Dollar
​	​	​	​	​	​	​	Shares Purchased as	​	Value that May Yet
​	​	Total Number	​	Average		​	Part of Publicly	​	Be Purchased Under
​	​	of Shares	​	Price Paid		​	Announced Plans or	​	the Plans or
Period	​	Purchased	​	per Share		​	Programs	​	Programs
​	​	​	​	​	​	​	​	​	​	​
November 23, 2025 to December 20, 2025		25,616	​	$	3,862.18		25,616	​	$	1,602,321,270
December 21, 2025 to January 17, 2026		29,398	​		3,430.80		29,398	​		1,501,462,638
January 18, 2026 to February 14, 2026		29,759	​		3,729.74		29,759	​		1,390,469,329
Total		84,773	​	$	3,666.09		84,773	​	$	1,390,469,329

​

For more information on our stock repurchases, see “Note J – Stock Repurchase Program” in the Notes to Condensed Consolidated Financial Statements.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Insider Trading Arrangements

​

During our fiscal quarter ended February 14, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K).

​

​

The following exhibits are being filed herewith:

​

​	​	Restated Articles of Incorporation of AutoZone, Inc. Incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended February 13, 1999.
3.1	​	Restated Articles of Incorporation of AutoZone, Inc. Incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended February 13, 1999.
​	​	​

3.2	​	Ninth Amended and Restated By-Laws of AutoZone, Inc. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated April 1, 2025.
​	​	​
10.1*	​	AutoZone, Inc. Director Compensation Program effective January 1, 2026.
​ 15.1*	​	Letter Regarding Unaudited Interim Financial Statements.
​	​	​
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 2002.
​	​	​
31.2*	​	Certification of Principal Financial 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 2002.
​	​	​
32.1**	​	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
​	​	​
32.2**	​	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
​	​	​
101. INS	​	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
​	​	​
101.SCH	​	Inline XBRL Taxonomy Extension Schema Document
​	​	​
101.CAL	​	Inline XBRL Taxonomy Extension Calculation Linkbase Document
​	​	​
101.DEF	​	Inline XBRL Taxonomy Extension Definition Linkbase Document
​	​	​
101.LAB	​	Inline XBRL Taxonomy Extension Label Linkbase Document
​	​	​
101.PRE	​	Inline XBRL Taxonomy Extension Presentation Linkbase Document
​	​	​
104	​	The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended February 14, 2026, has been formatted in Inline XBRL.

​

*	Filed herewith.

**	Furnished herewith.

​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

​

​	​	​
​	AUTOZONE, INC.
​	​
​	By:	/s/ JAMERE JACKSON
​	Jamere Jackson
​	Chief Financial Officer
​	(Principal Financial Officer)
​	​
​	​
​	By:	/s/ J. SCOTT MURPHY
​	J. Scott Murphy
​	Vice President, Controller (Principal Accounting Officer)
​	​
Dated: March 20, 2026	​

​

​

​

​