UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): June 16, 2026~~1934

~~_______________________________~~Date of Report (Date of earliest event reported): July 7, 2026

AUTOZONE, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Nevada	1-10714	62-1482048
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

123 South Front Street

Memphis, Tennessee 38103

(Address of Principal Executive Offices) (Zip Code)

(901) 495-6500

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.01 per share		AZO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 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. ☐¨

Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On July ~~June 16~~7, 2026, AutoZone, Inc. ~~issued~~(the a“Company”) ~~press~~entered ~~release~~into ~~announcing~~an ~~that~~underwriting agreement (the ~~Board~~“Underwriting ~~has~~Agreement”), by ~~authorized~~and among the ~~repurchase~~Company and BofA Securities, Inc., J.P. Morgan Securities LLC, Truist Securities, Inc., and U.S. Bancorp Investments, Inc., as representatives of anthe ~~additional~~several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters, and the Underwriters agreed to purchase, $~~1.5~~850,000,000 ~~billion~~aggregate principal amount of the Company’s 4.950% ~~common~~Notes ~~stock~~due in2031 ~~connection~~(the ~~with~~“Notes”). ~~its~~The ~~ongoing~~Underwriting ~~share~~Agreement ~~repurchase~~contains ~~program.~~customary ~~The~~representations, ~~press~~warranties ~~release~~and isagreements of ~~attached~~the ~~hereto~~Company asand ~~Exhibit~~customary ~~99.1~~conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement is ~~incorporated~~qualified ~~herein~~in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1.

Certain of the Underwriters or their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Company and its affiliates, for which they received or will receive customary fees and expense reimbursement. Certain of the Underwriters or their affiliates are lenders and/or agents under the Company’s existing revolving credit facilities.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated June 16, 2026
1.1		Underwriting Agreement, dated July 7, 2026, by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC, Truist Securities, Inc., and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein.
104		Cover Page Interactive ~~Data~~Date File (embedded within the Inline XBRL document).

SIGNATURE

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 hereunto duly authorized.

	AUTOZONE, INC.
Date: June 16, 2026	By:	/s/ Jamere Jackson
Date: July 9, 2026	By:	/s/ Jamere Jackson
		Jamere Jackson
		Chief Financial Officer

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