UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒		Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the quarterly period ended ~~February~~May 149, 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

AUTOZONE, INC.

(Exact name of registrant as specified in its charter)


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


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

(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:

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

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.


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

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~~325,~~820~~355 shares outstanding as of ~~March~~June 135, 2026.

Table of Contents

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

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements.

AUTOZONE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	~~February~~May 149,		August 30,
(in thousands)	2026		2025

Assets
Current assets:
Cash and cash equivalents	$	~~285~~253,~~492~~729	$	271,803
Accounts receivable		~~698~~764,~~376~~924		670,137
Merchandise inventories		7,~~484~~559,~~042~~056		7,025,688
Other current assets		~~364~~356,~~164~~860		373,751
Total current assets		8,~~832~~934,~~074~~569		8,341,379

Property and equipment:
Property and equipment		13,~~365~~742,~~701~~967		12,552,328
Less: Accumulated depreciation and amortization		(5,~~811~~945,~~181~~979)		(5,489,819)
		7,~~554~~796,~~520~~988		7,062,509

Operating lease right-of-use assets		3,~~300~~413,~~213~~970		3,194,666
Goodwill		302,645		302,645
Deferred income taxes		~~131~~132,~~351~~109		118,433
Other long-term assets		~~317~~336,~~792~~182		335,692
Total assets	$	20,~~438~~916,~~595~~463	$	19,355,324

Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	8,~~297~~401,~~536~~277	$	8,025,590
Current portion of operating lease liabilities		~~329~~336,~~115~~340		283,564
Accrued expenses and other		1,~~222~~226,~~212~~757		1,151,536
Income taxes payable		7270,~~340~~939		58,707
Total current liabilities		910,~~921~~035,~~203~~313		9,519,397

Long-term debt		89,~~907~~016,~~052~~477		8,799,775
Operating lease liabilities, less current portion		3,~~175~~278,~~110~~354		3,093,936
Deferred income taxes		~~504~~483,~~182~~718		520,510
Other long-term liabilities		~~839~~887,~~818~~153		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
Common stock, par value $.01 per share, authorized 200,000 shares; 16,592 shares issued and 16,369 shares outstanding as of May 9, 2026; 16,927 shares issued and 16,665 shares outstanding as of August 30, 2025		166		169
Additional paid-in capital		1,~~919~~967,~~290~~484		1,843,779
Retained deficit		(43,~~391~~750,~~569~~078)		(3,975,852)
Accumulated other comprehensive loss		(~~157~~137,~~888~~049)		(285,010)
Treasury stock, at cost		(~~278~~865,~~769~~075)		(997,399)
Total stockholders’ deficit		(2,~~908~~784,~~770~~552)		(3,414,313)
Total liabilities and stockholders' deficit	$	20,438,595	$	19,355,324
Total liabilities and stockholders’ deficit	$	20,916,463	$	19,355,324

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

AUTOZONE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Twelve Weeks Ended

~~Twenty~~Thirty-~~Four~~Six Weeks Ended

~~February~~May 149,

~~February~~May 1510,

~~February~~May 149,

~~February~~May 1510,

(in thousands, except per share data)

2026

2025

2026

2025

Net sales

4,~~274~~840,~~098~~950

34,~~952~~464,~~012~~339

813,~~902~~743,~~727~~677

812,~~231~~695,~~652~~991

Cost of sales, including warehouse and delivery expenses

2,~~030~~316,~~740~~376

12,~~823~~110,~~611~~816

46,~~300~~616,~~055~~431

35,~~835~~946,~~194~~010

Gross profit

2,~~243~~524,~~358~~574

2,~~128~~353,~~401~~523

47,~~602~~127,~~672~~246

46,~~396~~749,~~458~~981

Operating, selling, general and administrative expenses

1,~~544~~600,~~902~~818

1,~~421~~487,~~634~~349

34,~~120~~720,~~011~~865

24,~~848~~335,~~542~~891

Operating profit

~~698~~923,~~456~~756

~~706~~866,~~767~~174

12,~~482~~406,~~661~~381

12,~~547~~414,~~916~~090

Interest expense, net

~~107~~110,~~205~~490

~~108~~111,~~822~~285

~~213~~323,~~475~~929

~~216~~327,~~451~~736

Income before income taxes

~~591~~813,~~251~~266

~~597~~754,~~945~~889

12,~~269~~082,~~186~~452

12,~~331~~086,~~465~~354

Income tax expense

~~122~~171,~~391~~775

~~110~~146,~~022~~449

~~269~~441,~~503~~278

~~278~~425,~~609~~057

Net income

~~468~~641,~~860~~491

~~487~~608,~~923~~440

~~999~~1,~~683~~641,174

1,~~052~~661,~~856~~297

Weighted average shares for basic earnings per share

16,~~573~~468

16,~~788~~746

16,~~612~~564

16,~~850~~815

Effect of dilutive stock equivalents

~~396~~384

~~457~~461

~~424~~410

~~457~~459

Weighted average shares for diluted earnings per share

16,~~969~~852

17,~~245~~207

1716,~~036~~974

17,~~307~~274

Basic earnings per share

2838.2995

2936.0633

6099.1808

6298.4880

Diluted earnings per share

2738.6307

2835.2936

5896.6869

6096.8317

See Notes to Condensed Consolidated Financial Statements.

AUTOZONE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Twelve Weeks Ended				~~Twenty~~Thirty-~~Four~~Six Weeks Ended
	~~February~~May 149,		~~February~~May 1510,		~~February~~May 149,		~~February~~May 1510,
(in thousands)	2026		2025		2026		2025

Net income	$	~~468~~641,~~860~~491	$	~~487~~608,~~923~~440	$	~~999~~1,~~683~~641,174	$	1,~~052~~661,~~856~~297
Other comprehensive income (loss):
Other comprehensive income:
Foreign currency translation adjustments		~~104~~21,~~581~~837		~~(903)~~49,636		~~125~~147,~~709~~546		~~(45~~3,~~892)~~744
Unrealized gains (losses) on marketable debt securities, net of taxes		233		65		604		(887)
Unrealized (losses) gains on marketable debt securities, net of taxes		(1,393)		498		(789)		(389)
Net derivative activities, net of taxes		~~404~~395		404		~~809~~1,204		~~808~~1,212
Total other comprehensive income (loss)		105,218		(434)		127,122		(45,971)
Total other comprehensive income		20,839		50,538		147,961		4,567
Comprehensive income	$	~~574~~662,~~078~~330	$	~~487~~658,~~489~~978	$	1,~~126~~789,~~805~~135	$	1,~~006~~665,~~885~~864

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

AUTOZONE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	~~Twenty~~Thirty-~~Four~~Six Weeks Ended
	~~February~~May 149,		~~February~~May 1510,
(in thousands)	2026		2025

Cash flows from operating activities:
Net income	$	~~999~~1,~~683~~641,174	$	1,~~052~~661,~~856~~297
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment		~~303~~464,~~834~~126		~~271~~415,~~091~~787
Other non-cash charges		157,000		—
Other non-cash charges (income)		177,000		(16,000)
Amortization of debt origination fees		58,~~978~~773		69,~~061~~083
Deferred income taxes		(~~137~~157,~~076~~734)		(4359,~~734~~320)
Share-based compensation expense		6797,~~469~~641		5685,~~563~~584
Changes in operating assets and liabilities:
Accounts receivable		(2086,~~341~~607)		(5441,~~575~~820)
Merchandise inventories		(~~552~~656,~~373~~508)		(~~454~~642,~~109~~317)
Accounts payable and accrued expenses		~~235~~347,~~756~~468		~~449~~603,~~787~~613
Income taxes		~~185~~206,~~174~~209		~~170~~135,~~590~~953
Other, net		7278,~~496~~045		~~(58~~12,~~978)~~722
Net cash provided by operating activities		12,~~317~~119,~~600~~587		12,~~395~~164,~~552~~582

Cash flows from investing activities:
Capital expenditures		(~~651~~997,~~977~~486)		(~~539~~885,~~737~~623)
Purchase of marketable debt securities		(2235,~~957~~446)		(3154,~~258~~250)
Proceeds from sale of marketable debt securities		817,~~845~~672		3054,~~100~~827
Net investment in tax credit equity investments		(9,~~684~~216)		(3750,~~381~~424)
Other, net		811,~~278~~388		1418,~~857~~209
Net cash used in investing activities		(~~667~~1,~~495~~013,088)		(~~563~~917,~~419~~261)

Cash flows from financing activities:
Net proceeds from commercial paper		~~102~~609,400		22225,~~000~~500
Net proceeds from sale of common stock		51,463		64,302
Proceeds from issuance of debt		—		500,000
Purchase of treasury stock		(741,694)		(866,480)
Repayment of debt		(400,000)		(900,000)
Repayment of principal portion of finance lease liabilities		(54,098)		(47,412)
Net proceeds from sale of common stock		67,741		111,008
Other, net		(974)		1,144
Purchase of treasury stock		(1,322,357)		(1,135,260)
Net cash used in financing activities		(642,903)		(826,446)
Repayment of principal portion of finance lease liabilities		(82,161)		(74,096)
Other, net		(3,180)		(4,927)
Net cash used in financing activities		(1,130,557)		(1,277,775)

Effect of exchange rate changes on cash		65,~~487~~984		~~(2,954)~~907

Net increase in cash and cash equivalents		13,689		2,733
Net decrease in cash and cash equivalents		(18,074)		(29,547)
Cash and cash equivalents at beginning of period		271,803		298,172
Cash and cash equivalents at end of period	$	~~285~~253,~~492~~729	$	~~300~~268,~~905~~625

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

AUTOZONE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)


	Twelve Weeks Ended ~~February~~May 149, 2026
								Accumulated
	Common			Additional				Other
	Shares	Common		Paid-in		Retained		Comprehensive		Treasury
(in thousands)	Issued	Stock		Capital		Deficit		Loss		Stock		Total

Balance at November 22, 2025	16,954	$	170	$	1,907,813	$	(3,445,029)	$	(263,106)	$	(1,428,455)	$	(3,228,607)
Net income	—		—		—		468,860		—		—		468,860
Total other comprehensive income	—		—		—		—		105,218		—		105,218
Retirement of treasury shares	(395)		(4)		(45,067)		(1,415,400)		—		1,460,471		—
Purchase of 85 shares of treasury stock	—		—		—		—		—		(310,785)		(310,785)
Issuance of common stock under stock options and stock purchase plans	19		—		19,605		—		—		—		19,605
Share-based compensation expense	—		—		36,939		—		—		—		36,939
Balance at February 14, 2026	16,578	$	166	$	1,919,290	$	(4,391,569)	$	(157,888)	$	(278,769)	$	(2,908,770)
Net income	—		—		—		641,491		—		—		641,491
Total other comprehensive income	—		—		—		—		20,839		—		20,839
Purchase of 164 shares of treasury stock	—		—		—		—		—		(586,306)		(586,306)
Issuance of common stock under stock options and stock purchase plans	14		—		16,278		—		—		—		16,278
Share-based compensation expense	—		—		31,916		—		—		—		31,916
Balance at May 9, 2026	16,592	$	166	$	1,967,484	$	(3,750,078)	$	(137,049)	$	(865,075)	$	(2,784,552)


	Twelve Weeks Ended ~~February~~May 1510, 2025
								Accumulated
	Common			Additional				Other
	Shares	Common		Paid-in		Retained		Comprehensive		Treasury
(in thousands)	Issued	Stock		Capital		Deficit		Loss		Stock		Total

Balance at November 23, 2024	17,495	$	175	$	1,684,064	$	(3,860,049)	$	(407,155)	$	(2,089,956)	$	(4,672,921)
Net income	—		—		—		487,923		—		—		487,923
Total other comprehensive loss	—		—		—		—		(434)		—		(434)
Retirement of treasury shares	(710)		(7)		(69,878)		(2,049,117)		—		2,119,002		—
Purchase of 100 shares of treasury stock	—		—		—		—		—		(329,355)		(329,355)
Issuance of common stock under stock options and stock purchase plans	37		—		28,300		—		—		—		28,300
Share-based compensation expense	—		—		28,714		—		—		—		28,714
Balance at February 15, 2025	16,822	$	168	$	1,671,200	$	(5,421,243)	$	(407,589)	$	(300,309)	$	(4,457,773)
Net income	—		—		—		608,440		—		—		608,440
Total other comprehensive income	—		—		—		—		50,538		—		50,538
Purchase of 70 shares of treasury stock	—		—		—		—		—		(250,348)		(250,348)
Issuance of common stock under stock options and stock purchase plans	47		1		46,706		—		—		—		46,707
Share-based compensation expense	—		—		28,031		—		—		—		28,031
Balance at May 10, 2025	16,869	$	169	$	1,745,937	$	(4,812,803)	$	(357,051)	$	(550,657)	$	(3,974,405)


	~~Twenty~~Thirty-~~Four~~Six Weeks Ended ~~February~~May 149, 2026
								Accumulated
	Common			Additional				Other
	Shares	Common		Paid-in		Retained		Comprehensive		Treasury
(in thousands)	Issued	Stock		Capital		Deficit		Loss		Stock		Total

Balance at August 30, 2025	16,927	$	169	$	1,843,779	$	(3,975,852)	$	(285,010)	$	(997,399)	$	(3,414,313)
Net income	—		—		—		~~999~~1,~~683~~641,174		—		—		~~999~~1,~~683~~641,174
Total other comprehensive income	—		—		—		—		~~127~~147,~~122~~961		—		~~127~~147,~~122~~961
Retirement of treasury shares	(395)		(4)		(45,067)		(1,415,400)		—		1,460,471		—
Purchase of 193 shares of treasury stock	—		—		—		—		—		(741,841)		(741,841)
Purchase of 356 shares of treasury stock	—		—		—		—		—		(1,328,147)		(1,328,147)
Issuance of common stock under stock options and stock purchase plans	4660		1		5167,~~462~~740		—		—		—		5167,~~463~~741
Share-based compensation expense	—		—		69101,~~116~~032		—		—		—		69101,~~116~~032
Balance at February 14, 2026	16,578	$	166	$	1,919,290	$	(4,391,569)	$	(157,888)	$	(278,769)	$	(2,908,770)
Balance at May 9, 2026	16,592	$	166	$	1,967,484	$	(3,750,078)	$	(137,049)	$	(865,075)	$	(2,784,552)


	~~Twenty~~Thirty-~~Four~~Six Weeks Ended ~~February~~May 1510, 2025
								Accumulated
	Common			Additional				Other
	Shares	Common		Paid-in		Retained		Comprehensive		Treasury
(in thousands)	Issued	Stock		Capital		Deficit		Loss		Stock		Total

Balance at August 31, 2024	17,451	$	175	$	1,621,553	$	(4,424,982)	$	(361,618)	$	(1,584,742)	$	(4,749,614)
Net income	—		—		—		1,~~052~~661,~~856~~297		—		—		1,~~052~~661,~~856~~297
Total other comprehensive loss	—		—		—		—		(45,971)		—		(45,971)
Total other comprehensive income	—		—		—		—		4,567		—		4,567
Retirement of treasury shares	(710)		(7)		(69,~~878~~877)		(2,049,~~117~~118)		—		2,119,002		—
Purchase of 260 shares of treasury stock	—		—		—		—		—		(834,569)		(834,569)
Purchase of 330 shares of treasury stock	—		—		—		—		—		(1,084,917)		(1,084,917)
Issuance of common stock under stock options and stock purchase plans	81128		—1		64111,~~302~~007		—		—		—		64111,~~302~~008
Share-based compensation expense	—		—		5583,~~223~~254		—		—		—		5583,~~223~~254
Balance at February 15, 2025	16,822	$	168	$	1,671,200	$	(5,421,243)	$	(407,589)	$	(300,309)	$	(4,457,773)
Balance at May 10, 2025	16,869	$	169	$	1,745,937	$	(4,812,803)	$	(357,051)	$	(550,657)	$	(3,974,405)

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

AUTOZONE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note A – General

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission’s (the “SEC”) rules and regulations. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and related notes included in the AutoZone, Inc. (“AutoZone” or the “Company”) Annual Report on Form 10-K for the year ended August 30, 2025.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740). The amendments in this ASU are intended to enhance the transparency of income tax information by updating income tax disclosure requirements. The guidance is effective for public entities for annual periods beginning after December 15, 2024, and early adoption is permitted. The amendments in this ASU should be applied on a prospective basis; however, retrospective application is permitted. The Company will adopt this standard with its fiscal 2026 annual filing. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disclosure in the notes to the financial statements, at each interim and annual reporting period, of specified information about certain costs and expenses including purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption. Also required is a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated. This ASU is effective for all public entities for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. This ASU should be applied either prospectively to financial statements issued after the effective date of this update or retrospectively to all prior periods presented in the financial statements. The Company will adopt this standard with its fiscal 2028 annual filing. The Company is currently evaluating these new disclosure requirements and the impact of adoption.

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.

Note B – Merchandise Inventories

Merchandise inventories include related purchasing, storage and handling costs. Inventory cost has been determined using the last-in, first-out (“LIFO”) method stated at the lower of cost or market value for domestic inventories and the

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weighted average cost method stated at the lower of cost or net realizable value for Mexico and Brazil inventories. The Company’s policy is not to write up inventory in excess of replacement cost. Due to price changes on the Company’s merchandise purchases, primarily due to inflation driven by tariffs, the Company’s LIFO credit reserve balance was $~~240~~260.0 million at ~~February~~May 149, 2026, and $83.0 million at August 30, 2025. Changes to the Company’s LIFO credit reserve balance are recorded as a non-cash charge or benefit to cost of sales.

Note C – Variable Interest Entities

The Company invests in certain tax credit funds that promote renewable energy and generate a return primarily through the realization of federal tax credits. The Company considers its investments in these tax credit funds as investments in variable interest entities (“VIEs”). The Company evaluates the investment in any VIE to determine whether it is the primary beneficiary. The Company considers a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance including, but not limited to, the ability to direct financing, leasing, construction and other operating decisions and activities. As of ~~February~~May 149, 2026, the Company held tax credit equity investments that were deemed to be VIEs and determined that it was not the primary beneficiary of the entities, as it did not have the power to direct the activities that most significantly impacted the entities and accounted for these investments using the equity method. The Company’s maximum exposure to losses is generally limited to its net investment, which was $71.50 million and $60.8 million as of ~~February~~May 149, 2026, and August 30, 2025, respectively, and was included in Other long-term assets in the Condensed Consolidated Balance Sheets.

Note D – Fair Value Measurements

The Company defines fair value as the price received to transfer an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, Fair Value Measurements and Disclosures, the Company uses the fair value hierarchy, which prioritizes the inputs used to measure fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are set forth below:

Level 1 inputs—unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.

Level 2 inputs—inputs other than quoted market prices included within Level 1 that are observable, either directly or indirectly, for the asset or liability.

Level 3 inputs—unobservable inputs for the asset or liability, which are based on the Company’s own assumptions as there is little, if any, observable activity in identical assets or liabilities.

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Marketable Debt Securities Measured at Fair Value on a Recurring Basis

The Company’s marketable debt securities measured at fair value on a recurring basis were as follows:

~~February~~May 149, 2026

(in thousands)

Level 1

Level 2

Level 3

Fair Value

Other current assets

2213,~~199~~641

63,~~287~~150

—

2816,~~486~~791

Other long-term assets

5663,~~024~~029

5461,~~511~~090

—

~~110~~124,~~535~~119

7876,~~223~~670

6064,~~798~~240

—

~~139~~140,~~021~~910


		August 30, 2025
(in thousands)		Level 1			Level 2			Level 3			Fair Value

Other current assets		$	13,667		$	4,994		$	—		$	18,661
Other long-term assets			52,278			53,201			—			105,479
		$	65,945		$	58,195		$	—		$	124,140

The Company’s marketable debt securities are typically valued at the closing price in the principal active market as of the last business day of the quarter or through the use of other market inputs relating to the securities, including benchmark yields and reported trades. Fair values of the marketable debt securities, by asset class, are described in “Note E – Marketable Debt Securities.”

Additionally, the Company has deferred compensation plan assets which are recorded at fair value on a recurring basis using Level 1 inputs. These assets consisted of investments in various mutual and money markets funds of which $4145.67 million is recorded in Other current assets and $3132.85 million is recorded in Other long-term assets at ~~February~~May 149, 2026, and $2.7 million was recorded in Other current assets and $68.2 million was recorded in Other long-term assets at August 30, 2025. The Company’s liability under the plan included $4145.67 million recorded in Accrued expenses and other and $3132.85 million recorded in Other long-term liabilities at ~~February~~May 149, 2026, and $2.7 million recorded in Accrued expenses and other and $68.2 million recorded in Other long-term liabilities at August 30, 2025.

Financial Instruments not Recognized at Fair Value

The Company has financial instruments, including cash and cash equivalents, accounts receivable, other current assets and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short maturities. A discussion of the carrying values and fair values of the Company’s debt is included in “Note I – Financing.”

Note E – Marketable Debt Securities

Marketable debt securities are carried at fair value, with unrealized gains and losses, net of income taxes, recorded in Accumulated other comprehensive loss until realized, and any credit risk related losses are recognized in net income in the period incurred. The Company’s basis for determining the cost of a security sold is the “Specific Identification Model.”

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The Company’s available-for-sale marketable debt securities consisted of the following:

~~February~~May 149, 2026

Amortized

Gross

Cost

Unrealized

Fair

(in thousands)

Basis

Gains

Losses

Value

Corporate debt securities

2728,~~259~~991

~~397~~137

—(140)

2728,~~656~~988

Government bonds

6266,~~419~~841

~~964~~244

(43239)

6366,~~340~~846

Mortgage-backed securities

2021,~~637~~414

~~554~~212

(1851)

21,~~173~~575

Asset-backed securities and other

2623,~~767~~497

8533

—(29)

2623,~~852~~501

~~137~~140,~~082~~743

~~2,000~~626

(61459)

~~139~~140,~~021~~910


		August 30, 2025
		Amortized			Gross			Gross
		Cost			Unrealized			Unrealized			Fair
(in thousands)		Basis			Gains			Losses			Value

Corporate debt securities		$	23,441		$	270		$	(33)		$	23,678
Government bonds			63,053			910			(201)			63,762
Mortgage-backed securities			21,433			227			(81)			21,579
Asset-backed securities and other			15,043			81			(3)			15,121
		$	122,970		$	1,488		$	(318)		$	124,140

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


	~~February~~May 149, 2026
	Amortized		Fair
(in thousands)	Cost Basis		Value

Due within one year	$	3018,~~249~~244	$	2816,~~486~~791
Due after one year through five years		6277,~~305~~460		6479,~~981~~052
Due after five years through ten years		29,~~565~~778		3029,~~155~~677
Due after ten years		1415,~~963~~261		15,~~399~~390
	$	~~137~~140,~~082~~743	$	~~139~~140,~~021~~910

At ~~February~~May 149, 2026, the Company held 12131 securities that were in an unrealized loss position of approximately $0.15 million. In evaluating whether a credit loss exists for the securities, the Company considers factors such as the severity of the loss position, the credit worthiness of the investee, the term to maturity and the intent and ability to hold the investments until maturity or until recovery of fair value. An allowance for credit losses was deemed unnecessary given consideration of the factors above. The Company did not realize any material gains or losses on its marketable debt securities during the ~~twenty~~twelve and thirty-~~four~~six week ~~period~~periods ended ~~February~~May 149, 2026, and the comparable prior year ~~period~~periods.

Included above in total available-for-sale marketable debt securities are $~~120~~119.29 million and $117.4 million of marketable debt securities transferred by the Company’s insurance captive to a trust account to secure its obligations to an insurance company related to future workers’ compensation and casualty losses as of ~~February~~May 149, 2026, and August 30, 2025, respectively.

Note F – Cloud Computing Arrangements

The Company capitalizes implementation costs associated with its cloud computing arrangements when incurred, consistent with the treatment of costs capitalized for internal use software. These costs begin amortization once the related software is placed in service and will be amortized over the remaining non-cancellable term of the hosting agreement, plus any renewal periods that are reasonably certain to be exercised, and are recorded within Operating, selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Income, the same line item as the related hosting fees. Amortization expense of $0.4 million and $0.7 million was recorded in the twelve

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~~selling, general~~ and administrative expenses in the Company’s Condensed Consolidated Statements of Income, the same line item as the related hosting fees. Amortization expense of $0.3 million was recorded in the twelve and twentythirty-~~four~~six weeks ended ~~February~~May 149, 2026, respectively, with no amortization expense recorded in the comparable prior year periods. At ~~February~~May 149, 2026, and August 30, 2025, capitalized cloud-based enterprise resource planning (“ERP”) software implementation costs of $12.8 million and $1.6 million, respectively, were recorded within Other current assets, and $3440.95 million and $29.6 million, respectively, were recorded within Other long-term assets on the Company's Condensed Consolidated Balance Sheets. Cloud computing arrangement implementation costs are classified within operating activities in the Company’s Condensed Consolidated Statements of Cash Flows.

Note G – Supplier Financing Programs

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 directly 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. As of ~~February~~May 149, 2026, and August 30, 2025, the Company had supplier obligations outstanding that had been confirmed under these arrangements of $5.56 billion, and $5.4 billion respectively, which are included in Accounts payable and $~~275~~289.4 million and $264.9 million, respectively, which are included in Other long-term liabilities in the Company’s Condensed Consolidated Balance Sheets.

Note H – Litigation

The Company is involved in various legal proceedings incidental to the conduct of its business, including, but not limited to, claims and allegations related to wage and hour violations, unlawful termination, employment practices, product liability, privacy and cybersecurity, environmental matters, intellectual property rights or regulatory compliance. The Company does not currently believe that, either individually or in the aggregate, these matters will result in liabilities material to the Company’s financial condition, results of operations or cash flows.

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Note I – Financing

The Company’s debt consisted of the following:


	~~February~~May 149,		August 30,
(in thousands)	2026		2025

3.125% Senior Notes due April 2026, effective interest rate 3.28%	$	~~400,000~~—	$	400,000
5.050% Senior Notes due July 2026, effective interest rate 5.09%		450,000		450,000
3.750% Senior Notes due June 2027, effective interest rate 3.83%		600,000		600,000
4.500% Senior Notes due February 2028, effective interest rate 4.43%		450,000		450,000
6.250% Senior Notes due November 2028, effective interest rate 6.46%		500,000		500,000
3.750% Senior Notes due April 2029, effective interest rate 3.86%		450,000		450,000
5.100% Senior Notes due July 2029, effective interest rate 5.30%		600,000		600,000
4.000% Senior Notes due April 2030, effective interest rate 4.09%		750,000		750,000
5.125% Senior Notes due June 2030, effective interest rate 5.14%		500,000		500,000
1.650% Senior Notes due January 2031, effective interest rate 2.19%		600,000		600,000
4.750% Senior Notes due August 2032, effective interest rate 4.76%		750,000		750,000
4.750% Senior Notes due February 2033, effective interest rate 4.70%		550,000		550,000
5.200% Senior Notes due August 2033, effective interest rate 5.22%		300,000		300,000
6.550% Senior Notes due November 2033, effective interest rate 6.71%		500,000		500,000
5.400% Senior Notes due July 2034, effective interest rate 5.54%		700,000		700,000
Commercial paper, weighted average interest rate 3.74% at February 14, 2026 and 4.46% at August 30, 2025		851,000		748,600
Commercial paper, weighted average interest rate 3.96% at May 9, 2026, and 4.46% at August 30, 2025		1,358,000		748,600
Total debt before discounts and debt issuance costs		89,~~951~~058,000		8,848,600
Less: Discounts and debt issuance costs		4341,~~948~~523		48,825
Long-term debt	$	89,~~907~~016,~~052~~477	$	8,799,775

The Company maintains a revolving credit facility (as amended from time to time, the “Revolving Credit Agreement”) with a borrowing capacity of $2.25 billion. The maximum borrowing capacity under the Revolving Credit Agreement may, at the Company’s option, subject to lenders’ approval, be increased from $2.25 billion to $3.25 billion. The Revolving Credit Agreement will terminate, and all amounts borrowed will be due and payable, on November 15, 2028. As of ~~February~~May 149, 2026, the Company had no outstanding borrowings and $1.7 million of outstanding letters of credit under the Revolving Credit Agreement.

In addition to the outstanding letters of credit issued under the Revolving Credit Agreement discussed above, the Company had $166.37 million and $149.1 million in letters of credit outstanding as of ~~February~~May 149, 2026, and August 30, 2025, respectively. These letters of credit have various maturity dates and were issued on an uncommitted basis. Additionally, the Company’s total surety bonds commitment was $~~101~~98.4 million at ~~February~~May 149, 2026, compared with $100.5 million at August 30, 2025. Since its fiscal year end, the Company has canceled, issued and modified stand-by letters of credit that are primarily renewed on an annual basis to cover deductible payments to its casualty insurance carriers.

As of ~~February~~May 149, 2026, the $~~851~~1.04 ~~million~~billion commercial paper borrowings, ~~the $400 million 3.125% Senior Notes due April 2026,~~ and the $450 million 5.050% Senior Notes due July 2026 were classified as long-term debt in the accompanying Condensed Consolidated Balance Sheets as the Company currently has the ability and intent to refinance them on a long-term basis through available capacity under its Revolving Credit Agreement. As of ~~February~~May 149, 2026, the Company had $2.2 billion of availability under its Revolving Credit Agreement, which would allow it to replace these short-term obligations with a long-term financing facility.

On April 21, 2026, the Company repaid its outstanding $400 million 3.125% Senior Notes due April 2026.

The Senior Notes contain a provision that repayment may be accelerated if the Company experiences both a change of control and a rating event (both as defined in the agreements). The Company’s borrowings under its Senior Notes contain minimal covenants, primarily restrictions on liens. All of the repayment obligations under its borrowing arrangements may be accelerated and come due prior to the scheduled payment date if covenants are breached or an event of default occurs. Interest for the Senior Notes is paid on a semi-annual basis.

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As of ~~February~~May 149, 2026, the Company was in compliance with all covenants and expects to remain in compliance with all covenants under its borrowing arrangements.

Note J – Stock Repurchase Program

From January 1, 1998, to ~~February~~May 149, 2026, the Company has repurchased a total of ~~155~~156.80 million shares of its common stock at an aggregate cost of $39.38 billion, including ~~192~~356.63 thousand shares of its common stock at an aggregate cost of $~~741~~1.83 ~~million~~billion during the ~~twenty~~thirty-~~four~~six week period ended ~~February~~May 149, 2026.

On October 8, 2025, the Board voted to authorize the repurchase of an additional $1.5 billion of the Company’s common stock in connection with its ongoing share repurchase program, which raised the total value of shares authorized to be repurchased to $40.7 billion. Considering the cumulative repurchases as of ~~February~~May 149, 2026, the Company had $10.48 billion remaining under the Board’s authorization to repurchase its common stock.

During the ~~twenty~~thirty-~~four~~six week period ended ~~February~~May 149, 2026, the Company retired 0.4 million shares of treasury stock which had been previously repurchased under the Company’s ~~share~~stock repurchase program. The retirement increased Retained deficit by $1.4 billion and decreased Additional paid-in capital by $45.1 million. During the comparable prior year period, the Company retired 0.7 million shares of treasury stock, which increased Retained deficit by $2.0 billion and decreased Additional paid-in capital by $69.9 million.

Subsequent to ~~February~~May 149, 2026, and through ~~March~~June 135, 2026, the Company has repurchased 4553.59 thousand shares of its common stock at an aggregate cost of $~~169~~174.90 million.

Note K – Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss includes foreign currency translation adjustments, net unrealized gains (losses) on marketable debt securities, and net derivative activities.

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Changes in Accumulated other comprehensive loss for the twelve week periods ended ~~February~~May 149, 2026, and ~~February~~May 1510, 2025, consisted of the following:


			Net
	Foreign		Unrealized
	Currency		Gain (Loss)
(in thousands)	and Other(1)		on Securities		Derivatives		Total

Balance at November 22, 2025	$	(255,908)	$	1,289	$	(8,487)	$	(263,106)
Other comprehensive income before reclassifications(2)		104,581		231		—		104,812
Amounts reclassified from Accumulated other comprehensive loss(2)		—		2		404		406
Balance at February 14, 2026	$	(151,327)	$	1,522	$	(8,083)	$	(157,888)
Other comprehensive income (loss) before reclassifications(2)		21,837		(1,393)		—		20,444
Amounts reclassified from Accumulated other comprehensive loss(2)		—		—		395		395
Balance at May 9, 2026	$	(129,490)	$	129	$	(7,688)	$	(137,049)


			Net
	Foreign		Unrealized
	Currency		Gain (Loss)
(in thousands)	and Other(1)		on Securities		Derivatives		Total

Balance at November 23, 2024	$	(396,261)	$	(652)	$	(10,242)	$	(407,155)
Other comprehensive (loss) income before reclassifications(2)		(903)		82		—		(821)
Amounts reclassified from Accumulated other comprehensive loss(2)		—		(17)		404		387
Balance at February 15, 2025	$	(397,164)	$	(587)	$	(9,838)	$	(407,589)
Other comprehensive income before reclassifications(2)		49,636		511		—		50,147
Amounts reclassified from Accumulated other comprehensive loss(2)		—		(13)		404		391
Balance at May 10, 2025	$	(347,528)	$	(89)	$	(9,434)	$	(357,051)

Changes in Accumulated other comprehensive loss for the ~~twenty~~thirty-~~four~~six week periods ended ~~February~~May 149, 2026, and ~~February~~May 1510, 2025, consisted of the following:


			Net
	Foreign		Unrealized
	Currency		Gain (Loss)
(in thousands)	and Other(1)		on Securities		Derivatives		Total

Balance at August 30, 2025	$	(277,036)	$	918	$	(8,892)	$	(285,010)
Other comprehensive income before reclassifications(2)		125,709		597		—		126,306
Other comprehensive income (loss) before reclassifications(2)		147,546		(796)		—		146,750
Amounts reclassified from Accumulated other comprehensive loss(2)		—		7		~~809~~1,204		~~816~~1,211
Balance at February 14, 2026	$	(151,327)	$	1,522	$	(8,083)	$	(157,888)
Balance at May 9, 2026	$	(129,490)	$	129	$	(7,688)	$	(137,049)


			Net
	Foreign		Unrealized
	Currency		Gain (Loss)
(in thousands)	and Other(1)		on Securities		Derivatives		Total

Balance at August 31, 2024	$	(351,272)	$	300	$	(10,646)	$	(361,618)
Other comprehensive loss before reclassifications(2)		(45,892)		(870)		—		(46,762)
Other comprehensive income (loss) before reclassifications(2)		3,744		(359)		—		3,385
Amounts reclassified from Accumulated other comprehensive loss(2)		—		(1730)		~~808~~1,212		~~791~~1,182
Balance at February 15, 2025	$	(397,164)	$	(587)	$	(9,838)	$	(407,589)
Balance at May 10, 2025	$	(347,528)	$	(89)	$	(9,434)	$	(357,051)

(1)	Foreign currency, which primarily relates to our operations in Mexico, is shown net of U.S. tax to account for foreign currency impacts of certain undistributed non-U.S. subsidiaries’ earnings.

(2)	Amounts shown are net of taxes/tax benefits.

Note L – Share-Based Plans

AutoZone maintains several equity incentive plans, which provide equity-based compensation to non-employee directors and eligible employees for their service to AutoZone, its subsidiaries or affiliates. The Company recognizes compensation expense for share-based payments based on the fair value of the awards at the grant date. Share-based

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payments include stock option grants, restricted stock grants, restricted stock unit grants, discounts on shares sold to employees under share purchase plans and other awards. Additionally, directors’ fees are paid in restricted stock units with value equivalent to the value of shares of common stock as of the grant date. The change in fair value of liability-based stock awards is also recognized in share-based compensation expense.

Stock Options:

The Company made stock option grants for ~~117~~119,~~398~~235 shares during the ~~twenty~~thirty-~~four~~six week period ended ~~February~~May 149, 2026, and granted options to purchase 122,~~536~~802 shares during the comparable prior year period. The Company grants options to purchase common stock to certain of its employees under its equity incentive plans at prices equal to or above the market value of the stock on the date of grant. Option-vesting periods range from four to five years, with the majority of options vesting ratably over four years. The fair value of each option is amortized into compensation expense on a straight-line basis over the requisite service period, less estimated forfeitures. Employees who meet the qualified retirement provisions under the AutoZone, Inc. 2020 Omnibus Incentive Award Plan are assumed to have a 0% forfeiture rate. All other employee grants assume a 10% forfeiture rate, which is based on historical experience.

The weighted average fair value of the stock option awards granted during the ~~twenty~~thirty-~~four~~six week periods ended ~~February~~May 149, 2026, and ~~February~~May 1510, 2025, using the Black-Scholes-Merton multiple-option pricing valuation model, was $1,~~264~~265.1806 and $1,~~025~~026.8436 per share, respectively, using the following weighted average key assumptions:


	~~Twenty~~Thirty-~~Four~~Six Weeks Ended
	~~February~~May 149,	~~February~~May 1510,
	2026	2025

Expected price volatility	25%	26%
Risk-free interest rate	3.8%	4.0%
Weighted average expected lives (in years)	5.4	5.5
Forfeiture rate	8%	7%
Dividend yield	0%	0%

During the ~~twenty~~thirty-~~four~~six week period ended ~~February~~May 149, 2026, and the comparable prior year period, 4254,~~389~~837 and 71117,~~578~~698 stock options, respectively, were exercised at a weighted average exercise price of $1,~~119~~092.0099 and $~~882~~906.4153, respectively.

As of ~~February~~May 149, 2026, total unrecognized share-based expense related to stock options, net of estimated forfeitures, was approximately $~~194~~165.27 million, before income taxes, which we expect to recognize over an estimated weighted average period of 32.09 years.

Restricted Stock Units:

Restricted stock unit awards are valued at the market price of a share of the Company’s stock on the date of grant. Grants of employee restricted stock units vest ratably on an annual basis over a four-year service period and are payable in shares of common stock on the vesting date. Compensation expense for grants of employee restricted stock units is recognized on a straight-line basis over the four-year service period, less estimated forfeitures, which are consistent with stock option forfeiture assumptions. Grants of non-employee director restricted stock units are made and expensed on January 1 of each year, as they vest immediately.

The Company made grants of 2,267 and 2,~~688~~743 restricted stock unit awards at weighted average grant date fair values of $3,788.99 and $3,~~146~~155.8136, respectively, during the ~~twenty~~thirty-~~four~~six week periods ended ~~February~~May 149, 2026, and ~~February~~May 1510, 2025.

During the ~~twenty~~thirty-~~four~~six week period ended ~~February~~May 149, 2026, and the comparable prior year period, 2,828 and 3,~~163~~218 restricted stock unit awards, respectively, were vested at a weighted average grant date fair value of $2,694.23 and $2,~~014~~041.2104, respectively.

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As of ~~February~~May 149, 2026, total unrecognized stock-based compensation expense related to nonvested restricted stock unit awards, net of estimated forfeitures, was approximately $98.76 million, before income taxes, which we expect to recognize over an estimated weighted average period of 2.97 years.

Total share-based compensation expense (a component of Operating, selling, general and administrative expenses) for the twelve and ~~twenty~~thirty-~~four~~six week periods ended ~~February~~May 149, 2026, was $3630.72 million and $6797.56 million, respectively. For the comparable prior year periods, total share-based compensation expense was $3029.40 million and $5685.6 million, respectively.

For the twelve and ~~twenty~~thirty-~~four~~six week periods ended ~~February~~May 149, 2026, ~~163~~150,~~178~~738 and 98117,~~804~~565, respectively, stock options were excluded from the diluted earnings per share computation because they would have been anti-dilutive. For the comparable prior year periods, ~~134~~125,~~149~~197 and ~~105~~114,~~122~~925 anti-dilutive stock options were excluded from the dilutive earnings per share computation.

See AutoZone’s Annual Report on Form 10-K for the year ended August 30, 2025, and other filings with the SEC for a discussion regarding the methodology used in developing AutoZone’s assumptions to determine the fair value of the option awards and a description of AutoZone’s Amended and Restated 2011 Equity Incentive Award Plan, the AutoZone, Inc. 2020 Omnibus Incentive Award Plan and the Director Compensation Program.

Note M – Segment Reporting

The Company is a leading retailer and distributor of automotive parts and accessories through the Company’s 7,~~774~~856 stores in the Americas.

The Company has a single operating and reportable segment which aligns with how the Company is managed. This single operating segment includes all operations which are designed to enable customers to purchase products seamlessly in stores and from our online platforms. We carry 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. The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, regularly reviews consolidated net income, as well as significant segment expenses included in the table below, to evaluate performance and allocate resources. The CODM also evaluates consolidated actual results versus forecasts, budgets and prior year results. The measure of segment assets is reported as “Total assets” on the Condensed Consolidated Balance Sheets as of ~~February~~May 149, 2026, and August 30, 2025. Expenditures for long-lived segment assets are reported as “Capital expenditures” on the Condensed Consolidated Statements of Cash Flows for the ~~twenty~~thirty-~~four~~six weeks ended ~~February~~May 149, 2026, and ~~February~~May 1510, 2025.

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The following table represents significant expenses that are regularly provided to the CODM for the twelve and ~~twenty~~thirty-~~four~~six weeks ended ~~February~~May 149, 2026, and ~~February~~May 1510, 2025:

Twelve Weeks Ended

~~Twenty~~Thirty-~~Four~~Six Weeks Ended

~~February~~May 149,

~~February~~May 1510,

~~February~~May 149,

~~February~~May 1510,

(in thousands)

2026

2025

2026

2025

Auto Parts Segment

Net sales

4,~~274~~840,~~098~~950

34,~~952~~464,~~012~~339

813,~~902~~743,~~727~~677

812,~~231~~695,~~652~~991

Cost of sales, including warehouse and delivery expenses

2,~~030~~316,~~740~~376

12,~~823~~110,~~611~~816

46,~~300~~616,~~055~~431

35,~~835~~946,~~194~~010

Gross profit

2,~~243~~524,~~358~~574

2,~~128~~353,~~401~~523

47,~~602~~127,~~672~~246

46,~~396~~749,~~458~~981

Less:

Compensation expense(1)

~~937~~972,~~284~~875

~~864~~899,~~267~~440

12,~~885~~858,~~420~~295

12,~~733~~633,~~837~~277

Rent expense(2)

~~118~~122,~~367~~541

~~108~~111,~~565~~765

~~234~~356,~~343~~884

~~215~~327,~~936~~701

Depreciation & amortization

~~137~~138,~~478~~216

~~123~~127,~~488~~031

~~269~~407,~~058~~274

~~243~~370,~~917~~948

Advertising expense

2125,~~123~~275

2524,~~190~~708

4571,~~804~~079

4974,~~950~~658

Other segment expenses(3)

~~330~~341,~~650~~911

~~300~~324,~~124~~405

~~685~~1,~~386~~027,333

~~604~~929,~~902~~307

Interest expense, net

~~107~~110,~~205~~490

~~108~~111,~~822~~285

~~213~~323,~~475~~929

~~216~~327,~~451~~736

Income tax expense

~~122~~171,~~391~~775

~~110~~146,~~022~~449

~~269~~441,~~503~~278

~~278~~425,~~609~~057

Consolidated net income

~~468~~641,~~860~~491

~~487~~608,~~923~~440

~~999~~1,~~683~~641,174

1,~~052~~661,~~856~~297

(1) Compensation expense includes operating, selling, general and administrative expenses for payroll expense, benefits, related taxes, share-based compensation and other employee costs.

(2) Rent expense includes rent and variable operating lease components, related to insurance and common area maintenance included in selling, general and administrative expenses. Rent expense related to supply chain is included in cost of sales, including warehouse and delivery expenses.

(3) Other segment items include vehicle expense, utilities expense, real estate taxes and insurance expense, service charges and other operating expenses.

Note N – ~~Subsequent~~Commitments ~~Events~~and Contingencies

On February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed under the International Emergency Economic Powers Act (‘IEEPA’). The President immediately ~~implemented~~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~~On ~~policy~~April ~~continues~~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. Due to ~~evolve,~~the uncertainty around the timing and weamount ~~are~~of ~~monitoring~~refunds to be received, the Company has not recognized any potential IEEPA tariff refunds within its Condensed Consolidated Financial Statements as of May 9, 2026. The Company continues to monitor the potential impacts on ~~our~~its ~~business~~financial condition and results of operations.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

AutoZone, Inc.

Results of Review of Interim Financial Statements

We have reviewed the accompanying condensed consolidated balance sheet of AutoZone, Inc. (the Company) as of ~~February~~May 149, 2026, the related condensed consolidated statements of income, comprehensive income and stockholders’ deficit for the twelve and ~~twenty~~thirty-~~four~~six week periods ended ~~February~~May 149, 2026, and ~~February~~May 1510, 2025, the condensed consolidated statements of cash flows for the ~~twenty~~thirty-~~four~~six week periods ended ~~February~~May 149, 2026, and ~~February~~May 1510, 2025, and the related notes (collectively referred to as the “condensed consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of August 30, 2025, the related consolidated statements of income, comprehensive income, stockholders’ deficit and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated October 27, 2025, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of August 30, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Ernst & Young LLP

Memphis, Tennessee

~~March~~June 2012, 2026

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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 1I 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~~May 149, 2026, operated 6,~~709~~766 stores in the U.S., ~~913~~933 stores in Mexico and ~~152~~157 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~~May 149, 2026, in 6,~~310~~356 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.

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Operating results for the twelve and ~~twenty~~thirty-~~four~~six weeks ended ~~February~~May 149, 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 $4.38 billion, an 8.14% increase over the comparable prior year period. Operating profit ~~decreased~~increased 16.26% to $~~698~~923.58 million. The ~~second~~third quarter operating profit comparison was negatively impacted by a $5936.0 million ~~due~~net ~~to an~~ unfavorable non-cash LIFO ~~charge in the current quarter~~impact. Net income ~~decreased~~increased 35.94% to $~~468~~641.95 million and diluted earnings per share ~~decreased~~increased 27.37% to $2738.6307 for the quarter.

During the ~~second~~third 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~~March ~~2025~~2026, miles driven in the U.S. increased 01.91% 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 (“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. Due to the uncertainty around the timing and amount of refunds to be received, the Company has not recognized any potential IEEPA tariff refunds within its Condensed Consolidated Financial Statements as of May 9, 2026. Tariff policy ~~continues~~and legal challenges continue to evolve, and we ~~are~~will ~~monitoring~~continue to monitor potential impacts on our business, financial condition and results of operations.

Twelve Weeks Ended ~~February~~May 149, 2026

Compared with Twelve Weeks Ended ~~February~~May 1510, 2025

Net sales for the twelve weeks ended ~~February~~May 149, 2026, increased $~~322~~376.16 million to $4.38 billion, or 8.14% over net sales of $4.05 billion for the comparable prior year period. This growth was primarily driven by an increase in total company same store sales of 3.39% on a constant currency basis and net sales of $~~114~~129.40 million from new domestic and international stores. Domestic commercial sales increased $~~103~~132.04 million to $1.24 billion, or 910.84% over the comparable prior year.

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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~~May 149, 2026		~~February~~May 1510, 2025		~~February~~May 149, 2026		~~February~~May 1510, 2025
Domestic		3.4.1	%	15.90	%	3.4.1	%	15.90	%
International		1716.16	%	(89.2)	%	21.56	%	98.51	%
Total Company		5.25	%	03.52	%	3.39	%	25.94	%

(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~~May 149, 2026, was $2.25 billion, compared with $2.14 billion during the comparable prior year period. Gross profit, as a percentage of sales, was 52.52% for the twelve weeks ended ~~February~~May 149, 2026, compared to 5352.97% for the comparable prior year period. The decrease in gross margin was driven by a ~~138~~77 basis point unfavorable net non-cash LIFO ~~charge~~impact, partially offset by other margin improvements.

Operating, selling, general and administrative expenses for the twelve weeks ended ~~February~~May 149, 2026, were $1.56 billion compared with $1.45 billion during the comparable prior year period. As a percentage of sales, these expenses were 3633.1% compared with 3633.03% during the comparable prior year period., ~~The increase was~~ primarily driven by ~~investments~~strong totop ~~support~~line ~~our~~sales growth ~~initiatives~~.

Net interest expense was $~~107~~110.25 million and $~~108~~111.83 million for the twelve weeks ended ~~February~~May 149, 2026, and ~~February~~May 1510, 2025, respectively. Average borrowings were $8.89 billion and $9.12 billion, and weighted average borrowing rates were 4.4952% and 4.4348% for the twelve weeks ended ~~February~~May 149, 2026, and ~~February~~May 1510, 2025, respectively.

Our effective income tax rate was 2021.71% and 1819.4% of pretax income for the twelve weeks ended ~~February~~May 149, 2026, and ~~February~~May 1510, 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 $74.30 million and $1422.37 million for the twelve weeks ended ~~February~~May 149, 2026, and the comparable prior year period, respectively.

Net income for the twelve weeks ended ~~February~~May 149, 2026, ~~decreased~~increased by $1933.1 million from the comparable prior year period to $~~468~~641.95 million due to the factors set forth above, and diluted earnings per share ~~decreased~~increased by 27.37% to $2738.6307 from $2835.2936.

~~Twenty~~Thirty-~~four~~six Weeks Ended ~~February~~May 149, 2026

Compared with ~~Twenty~~Thirty-~~four~~six Weeks Ended ~~February~~May 1510, 2025

Net sales for the ~~twenty~~thirty-~~four~~six weeks ended ~~February~~May 149, 2026, increased $~~671.~~1.0 ~~million~~billion to $813.97 billion, or 8.23% over net sales of $812.27 billion for the comparable prior year period. This growth was primarily driven by an increase in total company same store sales of 4.0% on a constant currency basis and net sales of $~~225~~354.0 million from new domestic and international stores. Domestic commercial sales increased $~~266~~399.71 million to $23.48 billion, or 1211.26% over the comparable prior year period.

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


	~~Twenty~~Thirty-~~Four~~Six Weeks Ended
						Constant Currency (1)
		~~February~~May 149, 2026		~~February~~May 1510, 2025		~~February~~May 149, 2026		~~February~~May 1510, 2025
Domestic		4.2	%	12.04	%	4.2	%	12.04	%
International		1415.20	%	(35.97)	%	32.16	%	1110.54	%
Total Company		5.4	%	01.4	%	4.0	%	23.4	%

(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~~thirty-~~four~~six weeks ended ~~February~~May 149, 2026, was $47.61 billion, compared with $46.47 billion during the comparable prior year period. Gross profit, as a percentage of sales, was 51.79% compared to 53.42% during the comparable prior year period. The decrease in gross margin was driven by a ~~176~~142 basis point unfavorable net non-cash LIFO ~~charge~~impact.

Operating, selling, general and administrative expenses for the ~~twenty~~thirty-~~four~~six weeks ended ~~February~~May 149, 2026, were $34.17 billion compared with $24.83 billion during the comparable prior year period. As a percentage of sales, these expenses were 3534.03% compared with 34.62% 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~~323.59 million and $~~216~~327.57 million for the ~~twenty~~thirty-~~four~~six weeks ended ~~February~~May 149, 2026, and ~~February~~May 1510, 2025, respectively. Average borrowings were $8.8 billion and $9.01 billion, and weighted average borrowing rates were 4.51% and 4.4345% for the ~~twenty~~thirty-~~four~~six week periods ended ~~February~~May 149, 2026, and ~~February~~May 1510, 2025, respectively.

Our effective income tax rate was 21.2% and 20.94% of pretax income for the ~~twenty~~thirty-~~four~~six weeks ended ~~February~~May 149, 2026, and ~~February~~May 1510, 2025, respectively. The benefit from stock options exercised for the ~~twenty~~thirty-~~four~~six week period ended ~~February~~May 149, 2026, was $1923.98 million compared to $1942.53 million in the comparable prior year period.

Net income for the ~~twenty~~thirty-~~four~~six weeks ended ~~February~~May 149, 2026, decreased by $5320.21 million from the comparable prior year period to $~~999~~1.76 ~~million~~billion due to the factors set forth above, and diluted earnings per share ~~decreased~~increased by 30.5% to $5896.6869 from $6096.8317.

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~~May 149, 2026, we held $~~285~~253.57 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~~609.4 million increase in commercial paper and repayment of our outstanding $400 million 3.125% Senior Notes due April 2026, 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.

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For the ~~twenty~~thirty-~~four~~six week periods ended ~~February~~May 149, 2026, and ~~February~~May 1510, 2025, our net cash flows from operating activities provided $12.31 billion and $12.42 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~~thirty-~~four~~six weeks ended ~~February~~May 149, 2026, were $~~667~~1.50 ~~million~~billion as compared to $~~563~~917.43 million in the comparable prior year period. Capital expenditures for the ~~twenty~~thirty-~~four~~six weeks ended ~~February~~May 149, 2026, were $~~652~~997.05 million compared to $~~539~~885.76 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~~thirty-~~four~~six week periods ended ~~February~~May 149, 2026, and ~~February~~May 1510, 2025, we opened ~~117~~199 and 79163 net new stores, respectively. Investing cash flows were impacted by our wholly-owned captive, which purchased $2335.04 million and $3154.3 million, and sold $817.87 million and $3054.18 million in marketable debt securities during the ~~twenty~~thirty-~~four~~six weeks ended ~~February~~May 149, 2026, and the comparable prior year period, respectively. Our net investment in tax credit equity investments was $9.72 million and $3750.4 million during the ~~twenty~~thirty-~~four~~six weeks ended ~~February~~May 149, 2026, and the comparable prior year period, respectively.

Our net cash flows used in financing activities for the ~~twenty~~thirty-~~four~~six weeks ended ~~February~~May 149, 2026, were $~~642~~1.91 ~~million~~billion compared to $~~826~~1.43 billion in the comparable prior year period. During the thirty-six weeks ended May 9, 2026, we had no debt issuances, versus $500 million in debt issuances in the comparable prior year period. During the thirty-six week periods ended May 9, 2026, and May 10, 2025, we had $400 million and $900 million in debt repayments, respectively. Stock repurchases were $~~741~~1.73 ~~million~~billion in the current ~~twenty~~thirty-~~four~~six week period versus $~~866~~1.51 ~~million~~billion in the comparable prior year period. The treasury stock repurchases were primarily funded by cash flows from operations. For the ~~twenty~~thirty-~~four~~six week periods ended ~~February~~May 149, 2026, and ~~February~~May 1510, 2025, we had $~~102~~609.4 million and $22225.05 million in net proceeds from commercial paper, respectively. Proceeds from the issuance of common stock from exercises of stock options for the ~~twenty~~thirty-~~four~~six weeks ended ~~February~~May 149, 2026, and ~~February~~May 1510, 2025, provided $5167.57 million and $64111.30 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~~111.91% at ~~February~~May 149, 2026, and ~~118~~115.26% at ~~February~~May 1510, 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~~May 149, 2026, our adjusted after-tax return on invested capital (“ROIC”), which is a non-GAAP measure, was 3736.63% as compared to 4543.5% 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~~

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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~~May 149, 2026, and ~~February~~May 1510, 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.

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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~~May 149, 2026, and ~~February~~May 1510, 2025.

A-B=C

C+D

Fiscal Year

~~Twenty~~Thirty-~~Four~~Six

~~Twenty-Eight~~Sixteen

~~Twenty~~Thirty-~~Four~~Six

Trailing Four

Ended

Weeks Ended

Quarters Ended

August 30,

~~February~~May 1510,

August 30,

~~February~~May 149,

(in thousands, except percentage)

2025

2026

Net income

2,498,247

1,~~052~~661,~~856~~297

1836,~~445,391~~950

~~999~~1,~~683~~641,174

2,~~445~~478,~~074~~124

Adjustments:

Interest expense, net

475,824

~~216~~327,~~451~~736

~~259~~148,~~373~~088

~~213~~323,~~475~~929

472,~~848~~017

Rent expense(1)

463,031

~~210~~318,~~552~~106

~~252~~144,~~479~~925

~~226~~341,~~173~~854

~~478~~486,~~652~~779

Tax effect(2)

(~~191~~195,~~526~~282)

(87134,~~109~~335)

(~~104~~60,~~417~~947)

(89138,~~688~~483)

(~~194~~199,~~105~~430)

Adjusted after-tax return

3,~~245~~241,~~576~~820

12,~~392~~172,~~750~~804

1,~~852~~069,~~826~~016

12,~~349~~168,~~643~~474

3,~~202~~237,~~469~~490

Average debt(3)

8,~~847~~839,~~030~~905

Average stockholders’ deficit(3)

(3,~~596~~262,~~773~~129)

Add: Rent x 6(1)

2,~~871~~920,~~912~~674

Average finance lease liabilities(3)

~~399~~413,~~840~~733

Invested capital

8,~~522~~912,~~009~~183

Adjusted after-tax ROIC

3736.63%

A-B=C

C+D

Fiscal Year

~~Twenty~~Thirty-~~Four~~Six

~~Twenty-Nine~~Seventeen

~~Twenty~~Thirty-~~Four~~Six

Trailing Four

Ended

Weeks Ended

Quarters Ended

August 31,

~~February~~May 104,

August 31,

~~February~~May 1510,

(in thousands, except percentage)

2024

2025

Net income

2,662,427

1,~~108~~760,~~493~~219

1902,~~553,934~~208

1,~~052~~661,~~856~~297

2,~~606~~563,~~790~~505

Adjustments:

Interest expense, net

451,578

~~194~~298,~~004~~426

~~257~~153,~~574~~152

~~216~~327,~~451~~736

~~474~~480,~~025~~888

Rent expense(1)

447,693

~~198~~300,~~405~~460

~~249~~147,~~288~~233

~~210~~318,~~552~~106

~~459~~465,~~840~~339

Tax effect(2)

(~~182~~185,~~552~~250)

(79123,~~659~~371)

(~~102~~61,~~893~~879)

(86133,~~682~~043)

(~~189~~194,~~575~~922)

Adjusted after-tax return

3,~~379~~376,~~146~~448

12,~~421~~235,~~243~~734

1,~~957~~140,~~903~~714

12,~~393~~174,~~177~~096

3,~~351~~314,~~080~~810

Average debt(3)

8,~~943~~987,~~172~~683

Average stockholders' deficit(3)

(4,~~711~~538,~~173~~590)

Add: Rent x 6(1)

2,~~759~~792,~~040~~034

Average finance lease liabilities(3)

~~369~~385,~~622~~328

Invested capital

7,~~360~~626,~~661~~455

Adjusted after-tax ROIC

4543.5%

Table of Contents

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~~May 149, 2026, and ~~February~~May 1510, 2025.

A-B=C

C+D

Fiscal Year

~~Twenty~~Thirty-~~Four~~Six

~~Twenty-Eight~~Sixteen

~~Twenty~~Thirty-~~Four~~Six

Trailing Four

Ended

Weeks Ended

Quarters Ended

August 30,

~~February~~May 1510,

August 30,

~~February~~May 149,

(in thousands, except ratio)

2025

2026

Net income

2,498,247

1,~~052~~661,~~856~~297

1836,~~445,391~~950

~~999~~1,~~683~~641,174

2,~~445~~478,~~074~~124

Add: Interest expense, net

475,824

~~216~~327,~~451~~736

~~259~~148,~~373~~088

~~213~~323,~~475~~929

472,~~848~~017

Income tax expense

636,085

~~278~~425,~~609~~057

~~357~~211,~~476~~028

~~269~~441,~~503~~278

~~626~~652,~~979~~306

EBIT

3,610,156

12,~~547~~414,~~916~~090

21,~~062~~196,~~240~~066

12,~~482~~406,~~661~~381

3,~~544~~602,~~901~~447

Add: Depreciation and amortization expense

613,199

~~271~~415,~~091~~787

~~342~~197,~~108~~412

~~303~~464,~~834~~126

~~645~~661,~~942~~538

Rent expense(1)

463,031

~~210~~318,~~552~~106

~~252~~144,~~479~~925

~~226~~341,~~173~~854

~~478~~486,~~652~~779

Share-based expense

124,717

5685,~~563~~584

6839,~~154~~133

6797,~~469~~641

~~135~~136,~~623~~774

EBITDAR

4,811,103

23,~~086~~233,~~122~~567

21,~~724~~577,~~981~~536

23,~~080~~310,~~137~~002

4,~~805~~887,~~118~~538

Debt

89,~~907~~016,~~052~~477

Financing lease liabilities

~~432~~455,~~330~~363

Add: Rent x 6(1)

2,~~871~~920,~~912~~674

Adjusted debt

12,~~211~~392,~~294~~514

Adjusted debt to EBITDAR

2.5

A-B=C

C+D

Fiscal Year

~~Twenty~~Thirty-~~Four~~Six

~~Twenty-Nine~~Seventeen

~~Twenty~~Thirty-~~Four~~Six

Trailing Four

Ended

Weeks Ended

Quarters Ended

August 31,

~~February~~May 104,

August 31,

~~February~~May 1510,

(in thousands, except ratio)

2024

2025

Net income

2,662,427

1,~~108~~760,~~493~~219

1902,~~553,934~~208

1,~~052~~661,~~856~~297

2,~~606~~563,~~790~~505

Add: Interest expense, net

451,578

~~194~~298,~~004~~426

~~257~~153,~~574~~152

~~216~~327,~~451~~736

~~474~~480,~~025~~888

Income tax expense

674,703

~~289~~433,~~349~~382

~~385~~241,~~354~~321

~~278~~425,~~609~~057

~~663~~666,~~963~~378

EBIT

3,788,708

12,~~591~~492,~~846~~027

21,~~196~~296,~~862~~681

12,~~547~~414,~~916~~090

3,~~744~~710,~~778~~771

Add: Depreciation and amortization expense

549,755

~~245~~374,~~192~~416

~~304~~175,~~563~~339

~~271~~415,~~091~~787

~~575~~591,~~654~~126

Rent expense(1)

447,693

~~198~~300,~~405~~460

~~249~~147,~~288~~233

~~210~~318,~~552~~106

~~459~~465,~~840~~339

Share-based expense

106,246

4571,~~961~~314

6034,~~285~~932

5685,~~563~~584

~~116~~120,~~848~~516

EBITDAR

4,892,402

23,~~081~~238,~~404~~217

21,~~810~~654,~~998~~185

23,~~086~~233,~~122~~567

4,~~897~~887,~~120~~752

Debt

98,~~052~~853,~~099~~110

Financing lease liabilities

~~385~~407,~~899~~487

Add: Rent x 6(1)

2,~~759~~792,~~040~~034

Adjusted debt

12,~~197~~052,~~038~~631

Adjusted debt to EBITDAR

2.5

Table of Contents

(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~~May 149, 2026, and ~~February~~May 1510, 2025.


	Trailing Four Quarters Ended
(in thousands)	~~February~~May 149, 2026		~~February~~May 1510, 2025

Total lease cost, per ASC 842	$	~~630~~657,~~737~~326	$	~~614~~625,~~312~~740
Less: Finance lease interest and amortization		(~~106~~124,~~221~~052)		(~~113~~117,~~698~~287)
Less: Variable operating lease components, related to insurance and common area maintenance		(4546,~~864~~495)		(4043,~~774~~114)
Rent expense	$	~~478~~486,~~652~~779	$	~~459~~465,~~840~~339

(2) Effective tax rate over trailing four quarters ended ~~February~~May 149, 2026, and ~~February~~May 1510, 2025, was 20.48% and 20.36%, respectively.

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

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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.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

At ~~February~~May 149, 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~~were the $~~102~~609.4 million ~~net~~ increase in commercial paper and repayment of our outstanding $400 million 3.125% Senior Notes due April 2026.

The fair value of the Company’s debt was estimated at $9.10 billion and $8.9 billion as of ~~February~~May 149, 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~~32.7 million and $94.4 million at ~~February~~May 149, 2026, and August 30, 2025, respectively, and reflects their face amount, adjusted for any unamortized debt issuance costs and discounts. We had $~~851~~1.04 ~~million~~billion and $748.6 million of variable rate debt outstanding at ~~February~~May 149, 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 $813.56 million in fiscal 2026. The primary interest rate exposure is based on the federal funds rate. We had outstanding fixed rate debt of $87.17 billion, net of unamortized debt issuance costs of $4341.95 million at ~~February~~May 149, 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~~284.80 million at ~~February~~May 149, 2026.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of ~~February~~May 149, 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~~May 149, 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~~There ~~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~~May 149, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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 1I, Item 3, of our Annual Report inon Form 10-K for the fiscal year ended August 30, 2025.

Item 1A. Risk Factors

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~~May 149, 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
February 15, 2026 to March 14, 2026	45,537	$	3,768.50	45,537	$	1,218,863,366
December 21, 2025 to January 17, 2026	29,398		3,430.80	29,398		1,501,462,638
March 15, 2026 to April 11, 2026	62,427		3,441.04	62,427		1,004,049,278
January 18, 2026 to February 14, 2026	29,759		3,729.74	29,759		1,390,469,329
April 12, 2026 to May 9, 2026	55,730		3,586.69	55,730		804,163,027
Total	84163,~~773~~694	$	3,~~666~~581.0972	84163,~~773~~694	$	1804,~~390~~163,~~469,329~~027

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.

Item 5. Other Information

Insider Trading Arrangements

During our fiscal quarter ended ~~February~~May 149, 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).

Item 6. Exhibits

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.

Table of Contents

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~~May 149, 2026, has been formatted in Inline XBRL.

*	Filed herewith.

**	Furnished herewith.

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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.~~	AUTOZONE, INC.

	~~By:~~	~~/s/ JAMERE JACKSON~~By:	/s/ JAMERE JACKSON
	~~Jamere Jackson~~	Jamere Jackson
	~~Chief Financial Officer~~	Chief Financial Officer
	~~(Principal Financial Officer)~~	(Principal Financial Officer)


	~~By:~~	~~/s/ J. SCOTT MURPHY~~By:	/s/ J. SCOTT MURPHY
	~~J. Scott Murphy~~	J. Scott Murphy
	~~Vice President, Controller(Principal Accounting Officer)~~	Vice President, Controller(Principal Accounting Officer)

Dated: March 20, 2026
Dated: June 12, 2026

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