Smith Richard Craig 4

What Happened
Richard C. Smith, Senior Vice President of AutoZone (AZO), exercised 5,910 stock options on 2026-01-23 at $587.13 per share (cost $3,469,938) and immediately sold the 5,910 shares in an open-market transaction at $3,700.00 per share for total proceeds of $21,867,000. The filing shows the related derivative disposition (option conversion) as $0, consistent with exercising options and selling the resulting shares.

Key Details

• Transaction date: 2026-01-23; Form 4 filed 2026-01-27 (filing was late).
• Option exercise: 5,910 shares at $587.13 each; exercise cost = $3,469,938. (Code M)
• Sale: 5,910 shares at $3,700.00 each; gross proceeds = $21,867,000. (Code S)
• Net proceeds (sale minus exercise cost, before taxes/fees) ≈ $18,397,062.
• Shares owned after the transaction: not disclosed in this filing.
• Footnote: Options were granted under the AutoZone, Inc. 2011 Equity Incentive Award Plan and vest in annual one-fourth increments beginning Sept 26, 2018 (F1).
• No 10b5-1 plan or other special plan mentioned in the filing.

Context
This appears to be a cashless exercise (exercised vested options and immediately sold all resulting shares), a common way for insiders to realize compensation value and cover exercise/tax costs. Such a sale is routine compensation-related activity and should not alone be taken as a buy/sell signal for the company.