What changed in this filing

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Item 1. Financial Statements

2025-12-19 compared with 2025-06-13 · 115 added, 188 removed, 291 unchanged (51% of the section changed)

17 unchanged sentences

Other long-term assets

Total long-term assets

Liabilities and Stockholders’ Deficit

14 unchanged sentences

Common stock, par value $ .01 per share, authorized 200,000 shares;

16,869 shares issued and 16,724 shares outstanding as of May 10, 2025;

16,954 shares issued and 16,585 shares outstanding as of November 22, 2025;

16,927 shares issued and 16,665 shares outstanding as of August 30, 2025

14 unchanged sentences

Twelve Weeks Ended

Thirty-Six Weeks Ended

(in thousands, except per share data)

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Twelve Weeks Ended

Thirty-Six Weeks Ended

(in thousands)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Thirty-Six Weeks Ended

Twelve Weeks Ended

(in thousands)

2 unchanged sentences

Depreciation and amortization of property and equipment

Other non-cash income

Other non-cash charges

Amortization of debt origination fees

13 unchanged sentences

Cash flows from financing activities:

Net proceeds from commercial paper

Proceeds from issuance of debt

Repayment of debt

Net payments of commercial paper

Net proceeds from sale of common stock

Purchase of treasury stock

( 1,135,260 )

( 2,437,176 )

Repayment of principal portion of finance lease liabilities

Net cash used in financing activities

( 1,277,775 )

( 1,018,965 )

Effect of exchange rate changes on cash

Net decrease in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

Twelve Weeks Ended May 10, 2025

Comprehensive

(in thousands)

Balance at February 15, 2025

( 5,421,243 )

( 4,457,773 )

Total other comprehensive income

Purchase of 70 shares of treasury stock

Issuance of common stock under stock options and stock purchase plans

Share-based compensation expense

Balance at May 10, 2025

( 4,812,803 )

( 3,974,405 )

Twelve Weeks Ended May 4, 2024

Comprehensive

(in thousands)

Balance at February 10, 2024

( 5,978,916 )

( 4,837,321 )

Total other comprehensive income

Purchase of 242 shares of treasury stock

Issuance of common stock under stock options and stock purchase plans

Share-based compensation expense

Balance at May 4, 2024

( 5,327,190 )

( 4,838,237 )

Thirty-Six Weeks Ended May 10, 2025

Twelve Weeks Ended November 22, 2025

Comprehensive

3 unchanged sentences

( 3,414,313 )

( 4,749,614 )

Total other comprehensive income

Retirement of treasury shares

( 2,049,118 )

Purchase of 108 shares of treasury stock

( 1,084,917 )

Issuance of common stock under stock options and stock purchase plans

Share-based compensation expense

Balance at May 10, 2025

Balance at November 22, 2025

( 3,445,029 )

( 1,428,455 )

Thirty-Six Weeks Ended May 4, 2024

( 3,228,607 )

Twelve Weeks Ended November 23, 2024

Comprehensive

5 unchanged sentences

Total other comprehensive loss

Retirement of treasury shares

( 4,128,131 )

Purchase of 160 shares of treasury stock

( 2,459,760 )

Issuance of common stock under stock options and stock purchase plans

Share-based compensation expense

Balance at May 4, 2024

Balance at November 23, 2024

( 3,860,049 )

( 2,089,956 )

( 4,672,921 )

See Notes to Condensed Consolidated Financial Statements.

9 unchanged sentences

(“AutoZone” or the “Company”) Annual Report on Form 10-K for the year ended August 30, 2025.

Operating results for the twelve and thirty-six weeks ended May 10, 2025, are not necessarily indicative of the results that may be expected for the full fiscal year ending August 30, 2025.

Operating results for the twelve weeks ended November 22, 2025, are not necessarily indicative of the results that may be expected for the full fiscal year ending August 29, 2026.

Each of the first three quarters of AutoZone’s fiscal year consists of 12 weeks, and the fourth quarter consists of 16 or 17 weeks.

The fourth quarter of fiscal 2025 has 16 weeks, and the fourth quarter of fiscal 2024 had 17 weeks.

The fourth quarters of fiscal 2026 and 2025 each have 16 weeks.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) .

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (CODM), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss.

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in the update and existing segment disclosures in Topic 280.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption.

Early adoption is permitted.

The Company will adopt this standard with its fiscal 2025 annual filing.

The Company is currently evaluating these new disclosure requirements and the impact of adoption.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) .

In December 2023, the Financial Accounting Standards Board (“FASB”) issued 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.

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however, retrospective application is permitted.

The Company will adopt this standard with its fiscal 2026 annual filing.

This update will be effective for the Company beginning with its annual period ending August 29, 2026.

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.

This ASU requires disclosure in the notes to 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 is effective for all public entities for fiscal years beginning after December 15, 2026, and interim 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.

This update will be effective for the Company beginning with its annual period ending August 26, 2028.

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 weighted average cost method stated at the lower of cost or net realizable value for Mexico and Brazil inventories.

Inventory cost has been determined using the last-in, first-out (“LIFO”) method stated at the lower of cost or market for domestic inventories and the

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 driven by fluctuating freight costs, the Company’s LIFO credit reserve balance decreased to $ 3.0 million at May 10, 2025, from $ 19.0 million at August 31, 2024.

Increases to the Company’s LIFO credit reserve balance are recorded as a non-cash charge to cost of sales and decreases are recorded as a non-cash benefit to cost of sales.

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 $ 181.0 million at November 22, 2025, 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 considers its investment 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 May 10, 2025, 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 $ 104.3 million and $ 53.9 million as of May 10, 2025, and August 31, 2024, respectively, and was included in Other long-term assets in the Condensed Consolidated Balance Sheets.

As of November 22, 2025, 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 $ 64.1 million and $ 60.8 million as of November 22, 2025, and August 30, 2025, respectively, and was included within the Other long-term assets caption in the Condensed Consolidated Balance Sheets.

Note D – Fair Value Measurements

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

November 22, 2025

(in thousands)

5 unchanged sentences

Other long-term assets

At May 10, 2025, and August 31, 2024, the fair value measurement amounts for assets and liabilities recorded in the accompanying Condensed Consolidated Balance Sheets consisted of short-term marketable debt securities of $ 19.0 million and $ 38.4 million, respectively, which are included in Other current assets, and long-term marketable debt securities of $ 102.1 million and $ 83.7 million, respectively, which are included in Other long-term assets.

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.

The fair values of the marketable debt securities, by asset class, are described in “Note E – Marketable Debt Securities.”

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 $ 41.7 million is recorded in Other current assets and $ 31.1 million is recorded in Other long-term assets at November 22, 2025, 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 $ 41.7 million recorded in Accrued expenses and other and $ 31.1 million recorded in Other long-term liabilities at November 22, 2025, 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

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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 H – Financing.”

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

The Company holds marketable debt securities in its wholly-owned insurance captive subsidiary.

These 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.

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.”

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

November 22, 2025

(in thousands)

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

November 22, 2025

(in thousands)

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Due after ten years

The Company held 65 securities that were in an unrealized loss position of approximately $ 0.9 million at May 10, 2025, and 45 securities in an unrealized loss position of approximately $ 0.7 million at August 31, 2024.

At November 22, 2025, the Company held 19 securities that are in an unrealized loss position of approximately $ 0.1 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 thirty-six week period ended May 10, 2025, and the comparable prior year period.

Included above in total available-for-sale marketable debt securities are $ 114.5 million and $ 111.5 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 May 10, 2025, and August 31, 2024, respectively.

Note F – Supplier Financing Programs

The Company did not realize any material gains or losses on its marketable debt securities during the twelve week period ended November 22, 2025, and the comparable prior year period.

Included above in total available-for-sale marketable debt securities are $ 119.0 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 November 22, 2025, 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 ready for its intended use 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.

No amortization expenses have been recorded in the twelve weeks ended November 22, 2025, or the comparable prior year period.

At November 22, 2025 and August 30, 2025, capitalized cloud-based enterprise resource planning (ERP) software implementation costs of $ 1.9 million and $ 1.6 million, respectively, were recorded within Other current assets, and $ 34.1 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.

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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 May 10, 2025, and August 31, 2024 , the Company had supplier obligations outstanding that had been confirmed under these arrangements of $ 5.2 billion and $ 4.9 billion respectively, which are included in Accounts payable and $ 288.1 million and $ 226.7 million, respectively, which are included in Other long-term liabilities in the Condensed Consolidated Balance Sheets.

Note G – Litigation

product liability, privacy and cybersecurity, environmental matters, intellectual property rights or regulatory compliance.

As of November 22, 2025, and August 30, 2025, the Company had supplier obligations outstanding that had been confirmed under these arrangements of $ 5.6 billion and $ 5.4 billion, respectively, which are included in Accounts payable and $ 267.5 million and $ 264.9 million, respectively, which are included in Other long-term liabilities in the 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.

Note H – Financing

Note I – Financing

The Company’s debt consisted of the following:

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3.125 % Senior Notes due April 2026 , effective interest rate 3.28 %

3.625 % Senior Notes due April 2025 , effective interest rate 3.78 %

3.125 % Senior Notes due April 2026 , effective interest rate 3.28 %

5.050 % Senior Notes due July 2026 , effective interest rate 5.09 %

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5.400 % Senior Notes due July 2034 , effective interest rate 5.54 %

Commercial paper, weighted average interest rate 4.56 % at May 10, 2025 and 5.40 % at August 31, 2024

Commercial paper, weighted average interest rate 4.01 % at November 22, 2025 and 4.46 % at August 30, 2025

Total debt before discounts and debt issuance costs

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Long-term debt

The Company has entered into 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 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.

On November 15, 2024, the Company amended the Revolving Credit Agreement to extend the termination date by one year .

As amended, the Revolving Credit Agreement will terminate, and all amounts borrowed will be due and payable on November 15, 2028 .

Revolving borrowings under the Revolving Credit Agreement may be base rate loans, Term Secured Overnight Financing Rate (“SOFR”) loans, or a combination of both, at AutoZone’s election.

The Revolving Credit Agreement includes (i) a $ 75 million sublimit for swingline loans, (ii) a $ 50 million individual issuer letter of credit sublimit and (iii) a $ 250 million aggregate sublimit for all letters of credit.

Covenants under the Company’s Revolving Credit Agreement include restrictions on liens, a maximum debt to earnings ratio, a minimum fixed charge coverage ratio and a change of control provision that may require acceleration of the repayment obligations under certain circumstances.

As of May 10, 2025, and August 31, 2024, the Company had no outstanding borrowings and $ 1.7 million and $ 1.8 million, respectively, of outstanding letters of credit under the Revolving Credit Agreement.

The Company also maintained a letter of credit facility that allowed it to request the participating bank to issue letters of credit on its behalf up to an aggregate amount of $ 25 million.

The letter of credit facility was in addition to the letters of credit that may be issued under the Revolving Credit Agreement.

As of August 31, 2024, the Company had no letters of credit outstanding under the letter of credit facility, which was terminated in September 2024.

In addition to the outstanding letters of credit issued under the Revolving Credit Agreement discussed above, the Company had $ 150.5 million and $ 141.6 million in letters of credit outstanding as of May 10, 2025, and August 31, 2024, respectively.

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 November 22, 2025, 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 $ 166.2 million and $ 149.1 million in letters of credit outstanding as of November 22, 2025, 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 $ 97.7 million at May 10, 2025, compared with $ 48.9 million at August 31, 2024.

Additionally, the Company’s total surety bonds commitment was $ 101.4 million at November 22, 2025, 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 May 10, 2025, the $ 805.5 million commercial paper borrowings and the $ 400 million 3.125 % Senior Notes due April 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 May 10, 2025, 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 15, 2025, the Company repaid its outstanding $ 400 million 3.250 % Senior Notes due April 2025 and its $ 500 million 3.625 % Senior Notes due April 2025.

On April 14, 2025, the Company issued $ 500 million 5.125 % Senior Notes due June 2030.

Proceeds from the debt issuance were used for general corporate purposes.

As of November 22, 2025, the $ 569.5 million 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 November 22, 2025, 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.

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).

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Interest for the Senior Notes is paid on a semi-annual basis.

The fair value of the Company’s debt was estimated at $ 8.8 billion and $ 9.0 billion as of May 10, 2025, and August 31, 2024, 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 less than the carrying value of debt by $ 57.9 million and greater than the carrying value of debt by $ 3.5 million at May 10, 2025, and August 31, 2024, respectively, which reflects the face amount, adjusted for any unamortized debt issuance costs and discounts.

As of May 10, 2025, the Company was in compliance with all covenants and expects to remain in compliance with all covenants under its borrowing arrangements.

Note I – Stock Repurchase Program

From January 1, 1998, to May 10, 2025, the Company has repurchased a total of 155.5 million shares of its common stock at an aggregate cost of $ 38.1 billion, including 330.3 thousand shares of its common stock at an aggregate cost of $ 1.1 billion during the thirty-six week period ended May 10, 2025.

On June 19, 2024, 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 $ 39.2 billion.

Considering the cumulative repurchases as of May 10, 2025, the Company had $ 1.1 billion remaining under the Board’s authorization to repurchase its common stock.

During the thirty-six week period ended May 10, 2025, the Company retired 0.7 million shares of treasury stock which had been previously repurchased under the Company’s share repurchase program.

The retirement increased Retained deficit by $ 2.0 billion and decreased Additional paid-in capital by $ 69.9 million.

During the comparable prior year period, the Company retired 1.7 million shares of treasury stock, which increased Retained deficit by $ 4.1 billion and decreased Additional paid-in capital by $ 142.4 million.

Subsequent to May 10, 2025, and through June 6, 2025, the Company has repurchased 2.7 thousand shares of its common stock at an aggregate cost of $ 10.0 million.

Note J – 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.

Changes in Accumulated other comprehensive loss for the twelve week periods ended May 10, 2025, and May 4, 2024, consisted of the following:

(in thousands)

and Other (1)

on Securities

Balance at February 15, 2025

Other comprehensive income before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at May 10, 2025

(in thousands)

and Other (1)

on Securities

Balance at February 10, 2024

Other comprehensive income (loss) before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at May 4, 2024

Changes in Accumulated other comprehensive loss for the thirty-six week periods ended May 10, 2025, and May 4, 2024, consisted of the following:

The fair value of the Company’s debt was estimated at $ 8.7 billion as of November 22, 2025, and $ 8.9 billion as of August 30, 2025, 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 $ 91.6 million and $ 94.4 million at November 22, 2025, and August 30, 2025, respectively, which reflects their face amount, adjusted for any unamortized debt issuance costs and discounts.

As of November 22, 2025, 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 November 22, 2025, the Company has repurchased a total of 155.7 million shares of its common stock at an aggregate cost of $ 38.9 billion, including 107.8 thousand shares of its common stock at an aggregate cost of $ 431.1 million during the twelve week period ended November 22, 2025.

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 November 22, 2025, the Company had $ 1.7 billion remaining under the Board’s authorization to repurchase its common stock.

Subsequent to November 22, 2025, and through December 12, 2025, the Company has repurchased 22.7 thousand shares of its common stock at an aggregate cost of $ 88.0 million.

Note K – Accumulated Other Comprehensive Loss

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

Changes in Accumulated other comprehensive loss for the twelve week periods ended November 22, 2025, and November 23, 2024, consisted of the following:

(in thousands)

2 unchanged sentences

Balance at August 30, 2025

Other comprehensive income (loss) before reclassifications (2)

Other comprehensive income before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at May 10, 2025

Balance at November 22, 2025

(in thousands)

2 unchanged sentences

Balance at August 31, 2024

Other comprehensive (loss) income before reclassifications (2)

Other comprehensive loss before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at May 4, 2024

(1) Foreign currency is shown net of U.S.

Balance at November 23, 2024

(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.

Other foreign currency is not shown net of additional U.S.

tax as other basis differences of non-U.S.

subsidiaries are intended to be permanently reinvested.

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

Note K – Share-Based Payments

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.

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Stock Options:

The Company made stock option grants for 116,655 shares during the twelve week period ended November 22, 2025, and granted options to purchase 118,813 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.

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All other employee grants assume a 10 % forfeiture rate, which is based on historical experience.

The Company made stock option grants for 122,802 shares during the thirty-six week period ended May 10, 2025, and 134,821 shares during the comparable prior year period.

The weighted average fair value of the stock option awards granted during the thirty-six week periods ended May 10, 2025, and May 4, 2024, using the Black-Scholes-Merton multiple-option pricing valuation model, was $ 1,026.36 and $ 915.03 per share, respectively, using the following weighted average key assumptions:

Thirty-Six Weeks Ended

The weighted average fair value of the stock option awards granted during the twelve week periods ended November 22, 2025, and November 23, 2024, using the Black-Scholes-Merton multiple-option pricing valuation model, was $ 1,265.65 and $ 1,020.28 per share, respectively, using the following weighted average key assumptions:

Twelve Weeks Ended

Expected price volatility

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Dividend yield

During the thirty-six week period ended May 10, 2025, and the comparable prior year period, 117,698 and 185,304 stock options, respectively, were exercised at a weighted average exercise price of $ 906.53 and $ 801.74 , respectively.

As of May 10, 2025, total unrecognized share-based expense related to stock options, net of estimated forfeitures, was approximately $ 146.9 million, before income taxes, which we expect to recognize over an estimated weighted average period of 2.9 years.

During the twelve week period ended November 22, 2025, and the comparable prior year period, 24,812 and 41,085 stock options, respectively, were exercised at a weighted average exercise price of $ 1,267.77 and $ 872.81 , respectively.

As of November 22, 2025, total unrecognized share-based expense related to stock options, net of estimated forfeitures, was approximately $ 226.3 million, before income taxes, which we expect to recognize over an estimated weighted average period of 3.4 years.

Restricted Stock Units:

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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 2,743 and 3,173 restricted stock unit awards at weighted average grant date fair values of $ 3,155.36 and $ 2,560.56 , respectively, during the thirty-six week periods ended May 10, 2025, and May 4, 2024.

During the thirty-six week period ended May 10, 2025, and the comparable prior year period, 3,218 and 4,741 restricted stock unit awards, respectively, were vested at a weighted average grant date fair value of $ 2,041.04 and $ 1,617.00 , respectively.

As of May 10, 2025, total unrecognized stock-based compensation expense related to nonvested restricted stock unit awards, net of estimated forfeitures, was approximately $ 8.9 million, before income taxes, which we expect to recognize over an estimated weighted average period of 2.7 years.

Total share-based compensation expense (a component of Operating, selling, general and administrative expenses) for the twelve and thirty-six week periods ended May 10, 2025, was $ 29.0 million and $ 85.6 million, respectively.

For the comparable prior year periods, total share-based compensation expense was $ 25.4 million and $ 71.3 million, respectively.

For the twelve and thirty-six week periods ended May 10, 2025, 125,197 and 114,925 , 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, 131,280 and 115,997 anti-dilutive stock options were excluded from the dilutive earnings per share computation.

The Company made grants of 1,318 and 2,054 restricted stock unit awards at weighted average grant date fair values of $ 4,075.31 and $ 3,129.78 , respectively, during the twelve week periods ended November 22, 2025, and November 23, 2024.

During the twelve week period ended November 22, 2025, and the comparable prior year period, 1,879 and 2,529 restricted stock unit awards, respectively, were vested at a weighted average grant date fair value of $ 2,341.88 and $ 1,716.43 , respectively.

As of November 22, 2025, total unrecognized stock-based compensation expense related to nonvested restricted stock unit awards, net of estimated forfeitures, was approximately $ 11.6 million, before income taxes, which we expect to recognize over an estimated weighted average period of 3.1 years.

Total share-based compensation expense (a component of Operating, selling, general and administrative expenses) was $ 30.7 million and $ 26.1 million, respectively, for the twelve week periods ended November 22, 2025, and November 23, 2024.

For the twelve week period ended November 22, 2025, and the comparable prior year period, 69,839 and 81,028 stock options, respectively, were excluded from the diluted earnings per share computation because they would have been anti-dilutive.

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 L – 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.

No amortization expenses have been recorded in the twelve and thirty-six weeks ended May 10, 2025, or the comparable prior year periods.

Capitalized cloud-based enterprise resource planning (ERP) software implementation costs were $ 17.1 million at May 10, 2025, which were recorded within Other long-term assets on the Company's Condensed Consolidated Balance Sheets.

No cloud-based software implementation costs were recorded at August 31, 2024.

Cloud computing arrangement implementation costs are classified within operating activities in the Company’s Condensed Consolidated Statements of Cash Flows.

Note M – Segment Reporting

The Company’s primary operating segments (Domestic Auto Parts, Mexico and Brazil) are aggregated as one reportable segment:

Auto Parts Stores.

The criteria the Company used to identify the reportable segment are primarily the nature of the products the Company sells and the operating results that are regularly reviewed by the Company’s chief operating decision maker to make decisions about the resources to be allocated to the business units and to assess performance.

The accounting policies of the Company’s reportable segment are the same as those described in “Note A – Significant Accounting Policies” in its Annual Report on Form 10-K for the year ended August 31, 2024.

The Auto Parts Stores segment is a retailer and distributor of automotive parts and accessories through the Company’s 7,516 stores in the U.S., Mexico and Brazil.

Each store carries an extensive product line for cars, sport utility vehicles, vans and light trucks, including new and remanufactured automotive hard parts, maintenance items, accessories and non-automotive products.

The Other category reflects business activities of two operating segments that are not separately reportable due to the materiality of these operating segments.

The operating segments include ALLDATA, which produces, sells and maintains automotive diagnostic, repair and shop management software used in the automotive repair industry, and E-commerce, which includes direct sales to customers through www.autozone.com for sales that are not fulfilled by local stores.

The Company evaluates its reportable segment primarily on the basis of net sales and segment profit, which is defined as gross profit.

Segment results for the periods presented were as follows:

The Company is a leading retailer and distributor of automotive parts and accessories through the Company’s 7,710 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 November 22, 2025, 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 twelve weeks ended November 22, 2025 and November 23, 2024.

The following table represents significant expenses that are regularly provided to the CODM for the twelve weeks ended November 22, 2025 and November 23, 2024:

Twelve Weeks Ended

Thirty-Six Weeks Ended

(in thousands)

Auto Parts Stores

Segment Profit

Auto Parts Stores

Operating, selling, general and administrative expenses

( 1,487,349 )

( 1,365,341 )

( 4,335,891 )

( 4,067,163 )

Auto Parts Segment

Cost of sales, including warehouse and delivery expenses

Compensation expense (1)

Rent expense (2)

Depreciation & amortization

Advertising expense

Other segment expenses (3)

Interest expense, net

Income before income taxes

Income tax expense

Consolidated net income

(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 .

Report of Independent Registered Public Accounting Firm

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We have reviewed the accompanying condensed consolidated balance sheet of AutoZone, Inc.

(the Company) as of May 10, 2025, the related condensed consolidated statements of income, comprehensive income and stockholders’ deficit for the twelve and thirty-six week periods ended May 10, 2025, and May 4, 2024, the condensed consolidated statements of cash flows for the thirty-six week periods ended May 10, 2025, and May 4, 2024, and the related notes (collectively referred to as the “condensed consolidated interim financial statements”).

(the Company) as of November 22, 2025, the related condensed consolidated statements of income, comprehensive income, stockholders’ deficit and cash flows for the twelve week periods ended November 22, 2025 and November 23, 2024, 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.

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Memphis, Tennessee

June 13, 2025

December 19, 2025

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.

What changed 10-Q

Item 1. Financial Statements