What changed in this filing

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Item 1. Financial Statements

2026-03-20 compared with 2025-12-19 · 127 added, 66 removed, 340 unchanged (36% of the section changed)

33 unchanged sentences

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

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

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

5 unchanged sentences

Treasury stock, at cost

( 1,428,455 )

Total stockholders’ deficit

6 unchanged sentences

Twelve Weeks Ended

Twenty-Four Weeks Ended

(in thousands, except per share data)

14 unchanged sentences

Twelve Weeks Ended

Twenty-Four Weeks Ended

(in thousands)

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Twelve Weeks Ended

Twenty-Four Weeks Ended

(in thousands)

15 unchanged sentences

Proceeds from sale of marketable debt securities

Investment in tax credit equity investments

Net investment in tax credit equity investments

Net cash used in investing activities

Cash flows from financing activities:

Net payments of commercial paper

Net proceeds from commercial paper

Net proceeds from sale of common stock

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

Twelve Weeks Ended November 22, 2025

Twelve Weeks Ended February 14, 2026

Comprehensive

(in thousands)

Balance at August 30, 2025

Balance at November 22, 2025

( 3,445,029 )

( 1,428,455 )

( 3,228,607 )

Total other comprehensive income

Retirement of treasury shares

( 1,415,400 )

Purchase of 85 shares of treasury stock

1 unchanged sentence

Share-based compensation expense

Balance at February 14, 2026

( 4,391,569 )

( 2,908,770 )

Twelve Weeks Ended February 15, 2025

Comprehensive

(in thousands)

Balance at November 23, 2024

2 unchanged sentences

( 4,672,921 )

Twelve Weeks Ended November 23, 2024

Total other comprehensive loss

Retirement of treasury shares

( 2,049,117 )

Purchase of 100 shares of treasury stock

Issuance of common stock under stock options and stock purchase plans

Share-based compensation expense

Balance at February 15, 2025

( 5,421,243 )

( 4,457,773 )

Twenty-Four Weeks Ended February 14, 2026

Comprehensive

3 unchanged sentences

( 3,414,313 )

Total other comprehensive income

Retirement of treasury shares

( 1,415,400 )

Total other comprehensive loss

Purchase of 193 shares of treasury stock

1 unchanged sentence

Share-based compensation expense

Balance at November 23, 2024

Balance at February 14, 2026

( 4,391,569 )

( 2,908,770 )

Twenty-Four Weeks Ended February 15, 2025

Comprehensive

(in thousands)

Balance at August 31, 2024

( 4,424,982 )

( 1,584,742 )

( 4,749,614 )

Total other comprehensive loss

Retirement of treasury shares

( 2,049,117 )

Purchase of 260 shares of treasury stock

Issuance of common stock under stock options and stock purchase plans

Share-based compensation expense

Balance at February 15, 2025

( 5,421,243 )

( 4,457,773 )

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 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.

Operating results for the twelve and twenty-four weeks ended February 14, 2026, 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.

1 unchanged sentence

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740) .

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.

2 unchanged sentences

however, retrospective application is permitted.

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

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 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 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 fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and early adoption is permitted.

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.

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

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.

7 unchanged sentences

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 for domestic inventories and the

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.

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 $ 181.0 million at November 22, 2025, and $ 83.0 million at August 30, 2025.

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 $ 240.0 million at February 14, 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.

1 unchanged sentence

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 investment in these tax credit funds as investments in variable interest entities (“VIEs”).

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 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.

As of February 14, 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 $ 71.5 million and $ 60.8 million as of February 14, 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

8 unchanged sentences

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

November 22, 2025

February 14, 2026

(in thousands)

8 unchanged sentences

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.

These assets consisted of investments in various mutual and money markets funds of which $ 41.6 million is recorded in Other current assets and $ 31.8 million is recorded in Other long-term assets at February 14, 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 $ 41.6 million recorded in Accrued expenses and other and $ 31.8 million recorded in Other long-term liabilities at February 14, 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

6 unchanged sentences

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

November 22, 2025

February 14, 2026

(in thousands)

10 unchanged sentences

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

November 22, 2025

February 14, 2026

(in thousands)

3 unchanged sentences

Due after ten years

At November 22, 2025, the Company held 19 securities that are in an unrealized loss position of approximately $ 0.1 million.

At February 14, 2026, the Company held 12 securities that were 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 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.

The Company did not realize any material gains or losses on its marketable debt securities during the twenty-four week period ended February 14, 2026, and the comparable prior year period.

Included above in total available-for-sale marketable debt securities are $ 120.2 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 14, 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 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.

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 $ 0.3 million was recorded in the twelve and twenty-four weeks ended February 14, 2026, with no amortization expense recorded in the comparable prior year periods.

At February 14, 2026 and August 30, 2025, capitalized cloud-based enterprise resource planning (“ERP”) software implementation costs of $ 1.8 million and $ 1.6 million, respectively, were recorded within Other current assets, and $ 34.9 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 .

3 unchanged sentences

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 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.

As of February 14, 2026, and August 30, 2025 , the Company had supplier obligations outstanding that had been confirmed under these arrangements of $ 5.5 billion and $ 5.4 billion respectively, which are included in Accounts payable and $ 275.4 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

19 unchanged sentences

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

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

Commercial paper, weighted average interest rate 3.74 % at February 14, 2026 and 4.46 % at August 30, 2025

Total debt before discounts and debt issuance costs

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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.

As of February 14, 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 $ 166.3 million and $ 149.1 million in letters of credit outstanding as of February 14, 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 $ 101.4 million at November 22, 2025, compared with $ 100.5 million at August 30, 2025.

Additionally, the Company’s total surety bonds commitment was $ 101.4 million at February 14, 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 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.

As of February 14, 2026, the $ 851.0 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 February 14, 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.

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).

2 unchanged sentences

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

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.

The fair value of the Company’s debt was estimated at $ 9.1 billion and $ 8.9 billion as of February 14, 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 $ 151.7 million and $ 94.4 million at February 14, 2026, and August 30, 2025, respectively, which reflects the face amount, adjusted for any unamortized debt issuance costs and discounts.

As of February 14, 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 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.

From January 1, 1998, to February 14, 2026, the Company has repurchased a total of 155.8 million shares of its common stock at an aggregate cost of $ 39.3 billion, including 192.6 thousand shares of its common stock at an aggregate cost of $ 741.8 million during the twenty-four week period ended February 14, 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 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.

Considering the cumulative repurchases as of February 14, 2026, the Company had $ 1.4 billion remaining under the Board’s authorization to repurchase its common stock.

During the twenty-four week period ended February 14, 2026, the Company retired 0.4 million shares of treasury stock which had been previously repurchased under the Company’s share 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 14, 2026, and through March 13, 2026, the Company has repurchased 45.5 thousand shares of its common stock at an aggregate cost of $ 169.9 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:

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 February 14, 2026, and February 15, 2025, consisted of the following:

(in thousands)

1 unchanged sentence

on Securities

Balance at August 30, 2025

Balance at November 22, 2025

Other comprehensive income before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at February 14, 2026

(in thousands)

and Other (1)

on Securities

Balance at November 23, 2024

Other comprehensive (loss) income before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at February 15, 2025

Changes in Accumulated other comprehensive loss for the twenty-four week periods ended February 14, 2026, and February 15, 2025, consisted of the following:

(in thousands)

2 unchanged sentences

Balance at August 30, 2025

Other comprehensive income before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at February 14, 2026

(in thousands)

and Other (1)

on Securities

Balance at August 31, 2024

Other comprehensive loss before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at November 23, 2024

Balance at February 15, 2025

(1) Foreign currency, which primarily relates to our operations in Mexico, is shown net of U.S.

5 unchanged sentences

The Company recognizes compensation expense for share-based payments based on the fair value of the awards at the grant date.

Share-based payments include stock option grants, restricted stock grants, restricted stock unit grants, stock appreciation rights, discounts on shares sold to employees under share purchase plans and other awards.

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.

1 unchanged sentence

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 made stock option grants for 117,398 shares during the twenty-four week period ended February 14, 2026, and granted options to purchase 122,536 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.

4 unchanged sentences

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 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

The weighted average fair value of the stock option awards granted during the twenty-four week periods ended February 14, 2026, and February 15, 2025, using the Black-Scholes-Merton multiple-option pricing valuation model, was $ 1,264.18 and $ 1,025.84 per share, respectively, using the following weighted average key assumptions:

Twenty-Four Weeks Ended

Expected price volatility

3 unchanged sentences

Dividend yield

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.

During the twenty-four week period ended February 14, 2026, and the comparable prior year period, 42,389 and 71,578 stock options, respectively, were exercised at a weighted average exercise price of $ 1,119.00 and $ 882.41 , respectively.

As of February 14, 2026, total unrecognized share-based expense related to stock options, net of estimated forfeitures, was approximately $ 194.2 million, before income taxes, which we expect to recognize over an estimated weighted average period of 3.0 years.

Restricted Stock Units:

3 unchanged sentences

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 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.

The Company made grants of 2,267 and 2,688 restricted stock unit awards at weighted average grant date fair values of $ 3,788.99 and $ 3,146.81 , respectively, during the twenty-four week periods ended February 14, 2026, and February 15, 2025.

During the twenty-four week period ended February 14, 2026, and the comparable prior year period, 2,828 and 3,163 restricted stock unit awards, respectively, were vested at a weighted average grant date fair value of $ 2,694.23 and $ 2,014.21 , respectively.

As of February 14, 2026, total unrecognized stock-based compensation expense related to nonvested restricted stock unit awards, net of estimated forfeitures, was approximately $ 9.7 million, before income taxes, which we expect to recognize over an estimated weighted average period of 2.9 years.

Total share-based compensation expense (a component of Operating, selling, general and administrative expenses) for the twelve and twenty-four week periods ended February 14, 2026, was $ 36.7 million and $ 67.5 million, respectively.

For the comparable prior year periods, total share-based compensation expense was $ 30.4 million and $ 56.6 million, respectively.

For the twelve and twenty-four week periods ended February 14, 2026, 163,178 and 98,804 , 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, 134,149 and 105,122 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.

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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:

The measure of segment assets is reported as “Total assets” on the Condensed Consolidated Balance Sheets as of February 14, 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-four weeks ended February 14, 2026 and February 15, 2025.

The following table represents significant expenses that are regularly provided to the CODM for the twelve and twenty-four weeks ended February 14, 2026 and February 15, 2025:

Twelve Weeks Ended

Twenty-Four Weeks Ended

(in thousands)

13 unchanged sentences

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

Note N – Subsequent Events

On February 20, 2026, the U.S.

Supreme Court invalidated tariffs imposed under the International Emergency Economic Powers Act.

The President immediately implemented 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 policy continues to evolve, and we are monitoring potential impacts on our business and results of operations.

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

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

(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”).

(the Company) as of February 14, 2026, the related condensed consolidated statements of income, comprehensive income and stockholders’ deficit for the twelve and twenty-four week periods ended February 14, 2026, and February 15, 2025, the condensed consolidated statements of cash flows for the twenty-four week periods ended February 14, 2026, and February 15, 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.

13 unchanged sentences

Memphis, Tennessee

December 19, 2025

March 20, 2026

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