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• The Notes bear interest at a fixed rate of 4.950% per year, payable semi-annually on January 15 and July 15, beginning January 15, 2027.
• The Notes mature on July 15, 2031, and are senior unsecured obligations ranking equally with AutoZone's other senior unsecured liabilities.
• The Notes were issued under an Indenture dated August 8, 2003, with Regions Bank as successor trustee, and sold under a shelf registration statement filed July 7, 2026.
• AutoZone may redeem the Notes at its option, and holders may require repurchase upon a change of control triggering event, as described in the Officers' Certificate.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• AutoZone agreed to issue and sell $850,000,000 aggregate principal amount of 4.950% Notes due 2031.
• The underwriting agreement includes customary representations, warranties, conditions to closing, indemnification, and termination provisions.
• Some underwriters or their affiliates have provided financial advisory, commercial banking, and investment banking services to AutoZone and may do so in the future.
• Certain underwriters or affiliates are lenders and/or agents under AutoZone's existing revolving credit facilities.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• Total authorized repurchases since 1998 now reach $42.2 billion, including the new amount.
• CFO Jamere Jackson cited disciplined capital allocation and strong free cash flow as reasons for the increase.
• The company reported 7,856 total stores as of May 26, 2026, across the U.S., Mexico, and Brazil.
• The press release was filed as Exhibit 99.1 to the 8-K.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Diluted earnings per share were $38.07, compared to $35.36 in the same quarter last year.
• Total company same store sales increased 3.9% on a constant currency basis; domestic same store sales rose 4.1%.
• Gross margin was 52.2% of sales, down 57 basis points year over year, while operating margin improved to 19.1%.
• The company repurchased 164 thousand shares for $586.3 million and opened 82 new stores during the quarter.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Diluted EPS was $27.63, down from $28.29 in the same quarter last year.
• Total company same store sales increased 3.3% on a constant currency basis; domestic same store sales rose 3.4%.
• Gross margin was 52.5%, down 137 basis points, driven by a 138 basis point non-cash LIFO charge.
• The company repurchased 85 thousand shares for $310.8 million and had $1.4 billion remaining under its share repurchase authorization.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• AutoZone held its 2025 Annual Meeting of Shareholders on December 17, 2025.
• Shareholders ratified Ernst & Young LLP as independent auditor for fiscal 2026.
• Advisory vote on executive compensation passed with 12,397,320 votes for and 1,374,590 against.
• The company filed this 8-K under Item 5.07 to report the final voting results.

5.07 Submission of Matters to a Vote of Security Holders

• Total company same store sales increased 4.7% on a constant currency basis; domestic same store sales rose 4.8%.
• Diluted earnings per share were $31.04, down from $32.52 in the same quarter last year; net income was $530.8 million.
• Gross margin was 51.0%, down 203 basis points, with a 212 basis point non-cash LIFO impact; operating expenses were 34.0% of sales.
• The company repurchased 108 thousand shares for $431.1 million during the quarter and opened 53 net new stores globally.
• Management plans to aggressively open stores over the remainder of the fiscal year, focusing on gaining market share.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On October 8, 2025, the Board approved William C. Rhodes III's transition from Executive Chairman to Chairman, effective January 2026.
• The Board also authorized an additional $1.5 billion share repurchase, bringing total authorizations to $40.7 billion since 1998.
• The press release announcing the repurchase was filed as Exhibit 99.1.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 8.01 Other Events · 9.01 Financial Statements and Exhibits