What changed in this filing

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Item 1. Financial Statements

2026-06-12 compared with 2026-03-20 · 95 added, 89 removed, 378 unchanged (33% of the section changed)

33 unchanged sentences

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

16,578 shares issued and 16,519 shares outstanding as of February 14, 2026;

16,592 shares issued and 16,369 shares outstanding as of May 9, 2026;

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

13 unchanged sentences

Twelve Weeks Ended

Twenty-Four Weeks Ended

Thirty-Six Weeks Ended

(in thousands, except per share data)

14 unchanged sentences

Twelve Weeks Ended

Twenty-Four Weeks Ended

Thirty-Six Weeks Ended

(in thousands)

Other comprehensive income (loss):

Other comprehensive income:

Foreign currency translation adjustments

Unrealized gains (losses) on marketable debt securities, net of taxes

Unrealized (losses) gains on marketable debt securities, net of taxes

Net derivative activities, net of taxes

Total other comprehensive income (loss)

Total other comprehensive income

Comprehensive income

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Twenty-Four Weeks Ended

Thirty-Six Weeks Ended

(in thousands)

2 unchanged sentences

Depreciation and amortization of property and equipment

Other non-cash charges

Other non-cash charges (income)

Amortization of debt origination fees

12 unchanged sentences

Net cash used in investing activities

( 1,013,088 )

Cash flows from financing activities:

Net proceeds from commercial paper

Proceeds from issuance of debt

Repayment of debt

Net proceeds from sale of common stock

Purchase of treasury stock

( 1,322,357 )

( 1,135,260 )

Repayment of principal portion of finance lease liabilities

Net cash used in financing activities

( 1,130,557 )

( 1,277,775 )

Effect of exchange rate changes on cash

Net increase in cash and cash equivalents

Net decrease 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 February 14, 2026

Twelve Weeks Ended May 9, 2026

Comprehensive

(in thousands)

Balance at November 22, 2025

( 3,445,029 )

Balance at February 14, 2026

( 4,391,569 )

1 unchanged sentence

Total other comprehensive income

Retirement of treasury shares

( 1,415,400 )

Purchase of 164 shares of treasury stock

1 unchanged sentence

Share-based compensation expense

Balance at February 14, 2026

Balance at May 9, 2026

( 3,750,078 )

( 2,784,552 )

Twelve Weeks Ended February 15, 2025

Twelve Weeks Ended May 10, 2025

Comprehensive

(in thousands)

Balance at November 23, 2024

( 3,860,049 )

( 2,089,956 )

Balance at February 15, 2025

( 5,421,243 )

Total other comprehensive loss

Retirement of treasury shares

( 4,457,773 )

Total other comprehensive income

Purchase of 70 shares of treasury stock

1 unchanged sentence

Share-based compensation expense

Balance at February 15, 2025

Balance at May 10, 2025

( 4,812,803 )

( 3,974,405 )

Twenty-Four Weeks Ended February 14, 2026

Thirty-Six Weeks Ended May 9, 2026

Comprehensive

7 unchanged sentences

Purchase of 356 shares of treasury stock

( 1,328,147 )

Issuance of common stock under stock options and stock purchase plans

Share-based compensation expense

Balance at February 14, 2026

Balance at May 9, 2026

( 3,750,078 )

( 2,784,552 )

Twenty-Four Weeks Ended February 15, 2025

Thirty-Six Weeks Ended May 10, 2025

Comprehensive

4 unchanged sentences

( 4,749,614 )

Total other comprehensive loss

Total other comprehensive income

Retirement of treasury shares

1 unchanged sentence

Purchase of 330 shares of treasury stock

( 1,084,917 )

Issuance of common stock under stock options and stock purchase plans

Share-based compensation expense

Balance at February 15, 2025

Balance at May 10, 2025

( 4,812,803 )

11 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 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.

Operating results for the twelve and thirty-six weeks ended May 9, 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.

26 unchanged sentences

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 $ 240.0 million at February 14, 2026, 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 $ 260.0 million at May 9, 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.

4 unchanged sentences

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 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.

As of May 9, 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 $ 71.0 million and $ 60.8 million as of May 9, 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:

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 $ 41.6 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.

These assets consisted of investments in various mutual and money markets funds of which $ 45.7 million is recorded in Other current assets and $ 32.5 million is recorded in Other long-term assets at May 9, 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 $ 45.7 million recorded in Accrued expenses and other and $ 32.5 million recorded in Other long-term liabilities at May 9, 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:

February 14, 2026

(in thousands)

10 unchanged sentences

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

February 14, 2026

(in thousands)

3 unchanged sentences

Due after ten years

At February 14, 2026, the Company held 12 securities that were in an unrealized loss position of approximately $ 0.1 million.

At May 9, 2026, the Company held 131 securities that were in an unrealized loss position of approximately $ 0.5 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 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.

The Company did not realize any material gains or losses on its marketable debt securities during the twelve and thirty-six week periods ended May 9, 2026, and the comparable prior year periods.

Included above in total available-for-sale marketable debt securities are $ 119.9 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 May 9, 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.

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.

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 $ 0.4 million and $ 0.7 million was recorded in the twelve

and thirty-six weeks ended May 9, 2026, respectively, with no amortization expense recorded in the comparable prior year periods.

At May 9, 2026, and August 30, 2025, capitalized cloud-based enterprise resource planning (“ERP”) software implementation costs of $ 2.8 million and $ 1.6 million, respectively, were recorded within Other current assets, and $ 40.5 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 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.

As of May 9, 2026, 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 $ 289.4 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 3.74 % at February 14, 2026 and 4.46 % at August 30, 2025

Commercial paper, weighted average interest rate 3.96 % at May 9, 2026, and 4.46 % at August 30, 2025

Total debt before discounts and debt issuance costs

4 unchanged sentences

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

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.

As of May 9, 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 $ 166.7 million and $ 149.1 million in letters of credit outstanding as of May 9, 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 February 14, 2026, compared with $ 100.5 million at August 30, 2025.

Additionally, the Company’s total surety bonds commitment was $ 98.4 million at May 9, 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 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.

As of May 9, 2026, the $ 1.4 billion commercial paper borrowings 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 May 9, 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.

On April 21, 2026, the Company repaid its outstanding $ 400 million 3.125 % Senior Notes due April 2026.

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 $ 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.

The fair value of the Company’s debt was estimated at $ 9.0 billion and $ 8.9 billion as of May 9, 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 $ 32.7 million and $ 94.4 million at May 9, 2026, and August 30, 2025, respectively, which reflects the face amount, adjusted for any unamortized debt issuance costs and discounts.

As of May 9, 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 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.

From January 1, 1998, to May 9, 2026, the Company has repurchased a total of 156.0 million shares of its common stock at an aggregate cost of $ 39.8 billion, including 356.3 thousand shares of its common stock at an aggregate cost of $ 1.3 billion during the thirty-six week period ended May 9, 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 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.

Considering the cumulative repurchases as of May 9, 2026, the Company had $ 0.8 billion remaining under the Board’s authorization to repurchase its common stock.

During the thirty-six week period ended May 9, 2026, the Company retired 0.4 million shares of treasury stock which had been previously repurchased under the Company’s stock 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.

Subsequent to May 9, 2026, and through June 5, 2026, the Company has repurchased 53.9 thousand shares of its common stock at an aggregate cost of $ 174.0 million.

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

Changes in Accumulated other comprehensive loss for the twelve week periods ended May 9, 2026, and May 10, 2025, consisted of the following:

(in thousands)

1 unchanged sentence

on Securities

Balance at November 22, 2025

Other comprehensive income before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at February 14, 2026

Other comprehensive income (loss) before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at May 9, 2026

(in thousands)

1 unchanged sentence

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:

Other comprehensive income before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at May 10, 2025

Changes in Accumulated other comprehensive loss for the thirty-six week periods ended May 9, 2026, and May 10, 2025, consisted of the following:

(in thousands)

2 unchanged sentences

Balance at August 30, 2025

Other comprehensive income before reclassifications (2)

Other comprehensive income (loss) before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at February 14, 2026

Balance at May 9, 2026

(in thousands)

2 unchanged sentences

Balance at August 31, 2024

Other comprehensive loss before reclassifications (2)

Other comprehensive income (loss) before reclassifications (2)

Amounts reclassified from Accumulated other comprehensive loss (2)

Balance at February 15, 2025

Balance at May 10, 2025

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

9 unchanged sentences

Stock Options:

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 made stock option grants for 119,235 shares during the thirty-six week period ended May 9, 2026, and granted options to purchase 122,802 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 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

The weighted average fair value of the stock option awards granted during the thirty-six week periods ended May 9, 2026, and May 10, 2025, using the Black-Scholes-Merton multiple-option pricing valuation model, was $ 1,265.06 and $ 1,026.36 per share, respectively, using the following weighted average key assumptions:

Thirty-Six Weeks Ended

Expected price volatility

3 unchanged sentences

Dividend yield

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.

During the thirty-six week period ended May 9, 2026, and the comparable prior year period, 54,837 and 117,698 stock options, respectively, were exercised at a weighted average exercise price of $ 1,092.99 and $ 906.53 , respectively.

As of May 9, 2026, total unrecognized share-based expense related to stock options, net of estimated forfeitures, was approximately $ 165.7 million, before income taxes, which we expect to recognize over an estimated weighted average period of 2.9 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 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.

The Company made grants of 2,267 and 2,743 restricted stock unit awards at weighted average grant date fair values of $ 3,788.99 and $ 3,155.36 , respectively, during the thirty-six week periods ended May 9, 2026, and May 10, 2025.

During the thirty-six week period ended May 9, 2026, and the comparable prior year period, 2,828 and 3,218 restricted stock unit awards, respectively, were vested at a weighted average grant date fair value of $ 2,694.23 and $ 2,041.04 , respectively.

As of May 9, 2026, total unrecognized stock-based compensation expense related to nonvested restricted stock unit awards, net of estimated forfeitures, was approximately $ 8.6 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 9, 2026, was $ 30.2 million and $ 97.6 million, respectively.

For the comparable prior year periods, total share-based compensation expense was $ 29.0 million and $ 85.6 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 twelve and thirty-six week periods ended May 9, 2026, 150,738 and 117,565 , 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, 125,197 and 114,925 anti-dilutive stock options were excluded from the dilutive earnings per share computation.

8 unchanged sentences

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 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:

The measure of segment assets is reported as “Total assets” on the Condensed Consolidated Balance Sheets as of May 9, 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 thirty-six weeks ended May 9, 2026, and May 10, 2025.

The following table represents significant expenses that are regularly provided to the CODM for the twelve and thirty-six weeks ended May 9, 2026, and May 10, 2025:

Twelve Weeks Ended

Twenty-Four Weeks Ended

Thirty-Six 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

Note N – Commitments and Contingencies

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.

Supreme Court invalidated tariffs imposed under the International Emergency Economic Powers Act (‘IEEPA’).

The President immediately introduced 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.

On April 20, 2026, the Company filed for refunds of IEEPA tariffs paid directly by the Company via the U.S.

Customs and Border Protection’s consolidated administration and processing of entries tool in the automated commercial environment portal.

Due to the uncertainty around the timing and amount of refunds to be received, the Company has not recognized any potential IEEPA tariff refunds within its Condensed Consolidated Financial Statements as of May 9, 2026.

The Company continues to monitor the potential impacts on its financial condition 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 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”).

(the Company) as of May 9, 2026, the related condensed consolidated statements of income, comprehensive income and stockholders’ deficit for the twelve and thirty-six week periods ended May 9, 2026, and May 10, 2025, the condensed consolidated statements of cash flows for the thirty-six week periods ended May 9, 2026, and May 10, 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

March 20, 2026

June 12, 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