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Internal Control Over Financial Reporting
−Removed: A report of AutoZone’s management on our internal control over financial reporting (as such term defined in Rule 13a-15(f) under the Exchange Act) and a report of Ernst & Young, LLP, an independent registered public accounting firm, on the effectiveness of AutoZone’s internal control over financial reporting are included in Part I, Item 8 of this document and is incorporated herein by reference.
+Added: A report of AutoZone’s management on our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) and a report of Ernst & Young, LLP, an independent registered public accounting firm, on the effectiveness of AutoZone’s internal control over financial reporting are included in Part I, Item 8 of this document and is incorporated herein by reference.
Changes in Internal Control Over Financial Reporting
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Other Information
−Removed: Without limiting the generality of the foregoing, during the quarterly period ended August 31, 2024, no officer or director of the Company adopted or terminated any “Rule 10b5-1 trading agreement” or any “non-Rule 10b5-1 trading arrangement,” as each item is defined in Item 408 of Regulation S-K.
+Added: On June 27, 2025 , K.
+Added: Michelle Borninkhof , our Senior Vice President and Chief Information Officer , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
+Added: The trading plan provides for the sale of up to 3,680 shares of our common stock and will terminate on December 31, 2026 , subject to the terms and conditions specified in the plan.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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Additionally, the information contained in AutoZone, Inc.’s Proxy Statement relating to our 2025 Annual Meeting of Shareholders, in the sections entitled “Corporate Governance Matters,” “Proposal 1 – Election of Directors” and “Delinquent Section 16(a) Reports,” is incorporated herein by reference in response to this item.
−Removed: The Company has adopted a Code of Ethical Conduct for Financial Executives that applies to its chief executive officer, chief financial officer, chief accounting officer and other financial executives.
+Added: The Company has adopted a Code of Ethical Conduct for Financial Executives that applies to its chief executive officer, chief financial officer, controller and other financial executives.
The Company has made the Code of Ethical Conduct available at www.autozone.com, which can be accessed by clicking “Investor Relations” located at the bottom of the page.
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Executive Compensation
−Removed: The information contained in AutoZone, Inc.’s Proxy Statement relating to our 2024 Annual Meeting of Shareholders, in the section entitled “Executive Compensation,” is incorporated herein by reference in response to this item.
+Added: The information contained in AutoZone, Inc.’s Proxy Statement relating to our 2025 Annual Meeting of Shareholders, in the section entitled “Compensation Discussion & Analysis,” is incorporated herein by reference in response to this item.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information contained in AutoZone, Inc.’s Proxy Statement relating to our 2024 Annual Meeting of Shareholders, in the sections entitled “Security Ownership of Management and Board of Directors,” “Security Ownership of Certain Beneficial Owners” and “Equity Compensation Plans” is incorporated herein by reference in response to this item.
+Added: The information contained in AutoZone, Inc.’s Proxy Statement relating to our 2025 Annual Meeting of Shareholders, in the sections entitled “Share Ownership of Directors and Executive Officers,” “Share Ownership of Certain Beneficial Owners” and “Equity Compensation Plans” is incorporated herein by reference in response to this item.
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information contained in AutoZone, Inc.’s Proxy Statement relating to our 2024 Annual Meeting of Shareholders, in the sections entitled “Related Party Transactions” and “Corporate Governance Matters – Independence” is incorporated herein by reference in response to this item.
+Added: The information contained in AutoZone, Inc.’s Proxy Statement relating to our 2025 Annual Meeting of Shareholders, in the sections entitled “Related Party Transactions” and “Governance Framework – Director Independence” is incorporated herein by reference in response to this item.
Principal Accounting Fees and Services
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Incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended February 13, 1999.
−Removed: Eighth Amended and Restated By-Laws of AutoZone, Inc.
−Removed: Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated March 23, 2023.
+Added: Ninth Amended and Restated By-Laws of AutoZone, Inc.
+Added: Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated April 1, 2025.
Indenture dated as of August 8, 2003, between AutoZone, Inc.
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Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated April 18, 2019.
−Removed: Officers’ Certificate dated April 18, 2019, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 3.750% Senior Notes due 2029.
−Removed: Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated April 18, 2019.
Form of 3.750% Senior Notes due 2029.
Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated April 18, 2019.
−Removed: Form of 3.750% Senior Notes due 2029.
−Removed: Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K dated April 18, 2019.
Officers’ Certificate dated March 30, 2020, pursuant to Section 3.2 of the Indenture, dated August 8, 2003, setting forth the terms of the 3.625% Senior Notes due 2025.
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Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated Jun e 28, 2024 .
+Added: Officers’ Certificate dated April 14, 2025, pursuant to Section 3.2 of the Indenture dated August 8, 2003, setting forth the terms of the 5.125% Senior Notes due 2030.
+Added: Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated April 14, 2025.
+Added: Form of 5.125% Senior Notes due 2030.
+Added: Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated April 14, 2025.
Description of Securities of AutoZone, Inc.
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Incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K for the fiscal year ended August 26, 2023 .
+Added: Master Extension Agreement, dated November 15, 2024, among AutoZone, Inc.
+Added: as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent.
+Added: Incorporated by reference to Exhibit 10.1 to the quarterly Report on Form 10-Q for the fiscal quarter ended November 23, 2024.
+Added: Form of Grant Notice and Award Agreement for Stock Options granted to Officers under the AutoZone, Inc.
+Added: 2020 Omnibus Incentive Award Plan (Extended Vesting).
+Added: Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended February 15, 2025.
+Added: Second Amendment to Credit Agreement, dated as of April 10, 2025, among AutoZone, Inc.
+Added: as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as syndication agent.
+Added: Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended May 10, 2025.
AutoZone, Inc.
Insider Trading Policy.
+Added: Incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K for the fiscal year ended August 31, 2024.
Subsidiaries of the Registrant.
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October 27, 2025
−Removed: /s/ ENDERSON GUIMARAES
−Removed: October 28, 2024
−Removed: Enderson Guimaraes
/s/ BRIAN HANNASCH
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October 27, 2025
+Added: /s/ CLAIRE R.
October 27, 2025
+Added: /s/ CONSTANTINO SPAS MONTESINOS
+Added: October 27, 2025
+Added: Constantino Spas Montesinos
/s/ GEORGE R.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.