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Cover and table of contents

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Cover and table of contents

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

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Graphic

AUTOZONE, INC**.**

(Exact name of registrant as specified in its charter)

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Nevada62-1482048
(State or other jurisdiction of(I.R.S. Employer Identification No.)
incorporation or organization)​

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123 South Front Street**,** Memphis**,** Tennessee38103
(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)AZONew 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

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PART I.​FINANCIAL INFORMATION3
​Item 1.​Financial Statements3
​​​CONDENSED CONSOLIDATED BALANCE SHEETS3
​​​CONDENSED CONSOLIDATED STATEMENTS OF INCOME4
​​​CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME4
​​​CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS5
​​​CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT6
​​​NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS7
​​​REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM18
​Item 2.​Management’s Discussion and Analysis of Financial Condition and Results of Operations19
​Item 3.​Quantitative and Qualitative Disclosures About Market Risk28
​Item 4.​Controls and Procedures28
PART II.​OTHER INFORMATION29
​Item 1.​Legal Proceedings29
​Item 1A.​Risk Factors29
​Item 2.​Unregistered Sales of Equity Securities and Use of Proceeds29
​Item 3.​Defaults Upon Senior Securities29
​Item 4.​Mine Safety Disclosures29
​Item 5.​Other Information29
​Item 6.​Exhibits29
SIGNATURES​​31

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PART I. FINANCIAL INFORMATION

Next: Item 1. Financial Statements.