Form 8-K
8-K — AUTOZONE INC
Accession: 0001104659-26-083528
Filed: 2026-07-14
Period: 2026-07-14
CIK: 0000866787
SIC: 5531 (RETAIL-AUTO & HOME SUPPLY STORES)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Financial Statements and Exhibits
Documents
8-K — tm2620403d1_8k.htm (Primary)
EX-4.1 — EXHIBIT 4.1 (tm2620403d1_ex4-1.htm)
EX-5.1 — EXHIBIT 5.1 (tm2620403d1_ex5-1.htm)
EX-5.2 — EXHIBIT 5.2 (tm2620403d1_ex5-2.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 14, 2026
AUTOZONE,
INC.
(Exact name of registrant as specified in its charter)
Nevada
1-10714
62-1482048
(State or Other Jurisdiction
of
Incorporation)
(Commission File Number)
(I.R.S. Employer Identification
No.)
123
South Front Street
Memphis,
Tennessee 38103
(Address
of Principal Executive Offices) (Zip Code)
(901)
495-6500
(Registrant's telephone number, including area
code)
(Former name or former address, if changed since
last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, par value $0.01 per share
AZO
New
York Stock Exchange
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01.
Entry into a Material Definitive Agreement.
The information provided in
Item 2.03 of this report is incorporated by reference into this Item 1.01.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
July 14, 2026, AutoZone, Inc. (the “Company”) completed the sale of $850,000,000 million aggregate principal amount of its
4.950% Senior Notes due 2031 (the “Notes”). The Notes bear interest at a fixed rate equal to 4.950% per year, payable semi-annually.
The
Notes were issued pursuant to an Indenture dated as of August 8, 2003 (the “Indenture”), between the Company and Regions Bank,
as successor trustee, and were offered and sold pursuant to the Company’s shelf registration statement filed with the United States
Securities and Exchange Commission (the “Commission”) on July 7, 2026, on Form S-3 (File No. 333-297291), as supplemented
by a prospectus supplement dated July 7, 2026, filed with the Commission on July 9, 2026. Pursuant to the Indenture, the Company executed
an Officers’ Certificate dated July 14, 2026, setting forth the terms of the Notes (the “Officers’ Certificate”).
The
Company will pay interest on the Notes on January 15 and July 15 of each year, beginning on January 15, 2027. The Notes will mature on
July 15, 2031. The Notes are senior unsecured debt obligations of the Company and rank equally with the Company’s other senior unsecured
liabilities and senior to any future subordinated indebtedness of the Company. The Notes are subject to customary covenants restricting
the Company’s ability, subject to certain exceptions, to incur debt secured by liens, to enter into sale and leaseback transactions
or to merge or consolidate with another entity or sell substantially all of its assets to another person. The Indenture provides for customary
events of default and further provides that the trustee or the holders of 25% in aggregate principal amount of the outstanding Notes may
declare the Notes immediately due and payable upon the occurrence of any event of default after expiration of any grace period.
The Company may redeem the
Notes at the Company’s option, at any time in whole or from time to time in part, with at least 10 days’ but not more than
60 days’ notice, at the redemption prices described in the Officers’ Certificate. If a change of control triggering event,
as defined in the Officers’ Certificate, occurs, unless the Company has exercised its option to redeem the Notes, holders of the
Notes may require the Company to repurchase the Notes at the prices described in the applicable Officers’ Certificate.
The above description of the
Officers’ Certificate and the Notes is qualified in its entirety by reference to the Officers’ Certificate pursuant to the
Indenture setting forth the terms of the Notes, and the form of the Notes, copies of which are attached hereto as Exhibits 4.1 and 4.2,
respectively.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
4.1
Officers’ Certificate for the Notes, pursuant to Section 3.2 of the Indenture,
dated July 14, 2026, setting forth the terms of the Notes.
4.2
Form of 4.950% Note due 2031(included in Exhibit 4.1).
5.1
Opinion of Bass, Berry & Sims PLC.
5.2
Opinion of Brownstein Hyatt Farber Schreck, LLP.
23.1
Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
23.2
Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.2).
104
Cover Page Interactive Date File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AUTOZONE, INC.
Date: July 14, 2026
By:
/s/ Jamere Jackson
Jamere Jackson
Chief Financial Officer
EX-4.1 — EXHIBIT 4.1
EX-4.1
Filename: tm2620403d1_ex4-1.htm · Sequence: 2
Exhibit 4.1
Officers’ Certificate
OFFICERS’ CERTIFICATE
PURSUANT TO SECTION 3.2 OF THE INDENTURE
AUTOZONE, INC.
$850,000,000 4.950% Senior Notes due 2031
July 14, 2026
A. Pursuant
to resolutions of the Board of Directors of AutoZone, Inc., a Nevada corporation (the “Company”), adopted at a duly noticed
and held meeting of the Board of Directors on October 8-9, 2024 (the “Resolutions”), the undersigned, Brian L. Campbell,
Vice President & Treasurer of the Company, and Scott Murphy, Vice President & Controller of the Company, certify that
pursuant to the Resolutions and Section 3.2 of the Indenture, dated as of August 8, 2003 (the “Indenture”), between
the Company and Regions Bank, as successor in interest to The Bank of New York Mellon Trust Company, N.A., as successor in interest to
Bank One Trust Company, N.A., as trustee (the “Trustee”), there is hereby established a series of Securities (as that term
is defined in the Indenture), the terms and form of which shall be as follows (capitalized terms not defined herein shall have the meanings
assigned to them in the Indenture):
(a) The
title of the series of the Securities shall be “4.950% Senior Notes due 2031” (the “Notes”).
(b) The
Notes shall be issued at a price of 99.306% of the principal amount thereof.
(c) The
aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and
delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.7, 3.8, 3.11, 4.7 or
10.6 of the Indenture) initially shall be $850,000,000. The Company may, without the consent of the Holders of the Notes, create and issue
additional Notes ranking equally and ratably with the Notes and otherwise identical to the Notes in all respects, except for the payment
of interest accruing prior to the issue date of such additional Notes and, in some cases, the first payment of interest following the
issue date of such additional Notes and the initial interest accrual date thereof, so that such further Notes shall form a single series
with the Notes.
(d) The
principal amount of the Notes shall be payable in full on July 15, 2031 subject to and in accordance with the provisions of the Indenture.
(e) The
Notes shall bear interest at the rate of 4.950% per annum from July 14, 2026, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable semiannually on January 15 and July 15 of each year (each an “Interest
Payment Date”), commencing on January 15, 2027 until the principal amount of the Notes has been paid or duly provided for.
The January 1 and July 1 (whether or not a Business Day), as the case may be, next preceding an Interest Payment Date, shall
be a “Regular Record Date” for the interest payable on such Interest Payment Date.
(f) The
principal of and interest on the Notes shall be payable at the Corporate Trust Office of the Trustee in Atlanta, Georgia.
1
(g) The
Notes will be redeemable at the Company’s option at any time in whole or from time to time in part. Prior to June 15, 2031
(one month prior to their maturity date) (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or
in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three
decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal
and interest thereon discounted to the redemption date (assuming the Notes to be redeemed matured on the Par Call Date) on a semi-annual
basis (assuming a 360-day year consisting of twelve 30- day months) at the Treasury Rate plus 15 basis points less (b) interest accrued
to, but not including, the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either
case, accrued and unpaid interest thereon to, but not including, the redemption date.
On or after the Par Call Date, the Company may
redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount
of the Notes being redeemed plus accrued and unpaid interest on the Notes to be redeemed to, but not including, the redemption date.
“Treasury Rate” means, with
respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors
of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent
day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”)
under the caption “U.S. government securities—Treasury constant maturities—Nominal” (or any successor caption
or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for
the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one
yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant
maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis
(using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury
constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15
closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be
deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from
the redemption date.
If on the third business day preceding the redemption
date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual
equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United
States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States
Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally
distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call
Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two
or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria
of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury
security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities
at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield
to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as
a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal
places.
2
The Company’s actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no
duty or obligation to calculate the redemption price or to confirm or verify the Company’s calculation of the redemption price.
Notice of any redemption will be mailed or electronically
delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before
the redemption date to each holder of Notes to be redeemed.
Any notice of any redemption may be given prior
to the redemption thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions
precedent, including, but not limited to, completion of an equity offering or other corporate transaction.
In the case of a partial redemption, selection
of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate
and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice
of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal
amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation
of the original Note. For so long as the Notes are held by DTC, Euroclear or Clearstream (or another depositary), the redemption of the
Notes shall be done in accordance with the policies and procedures of the depositary.
Unless the Company defaults in payment of the
redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.
(h) The
Notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
(i) The
Notes shall be issuable in whole or in part in the form of one or more Global Securities. Such Global Securities may be exchanged in whole
or in part for individual Securities in definitive form only on the terms and conditions set forth in the Indenture. The initial Depository
for such Global Securities shall be The Depository Trust Company.
(j) The
Notes shall be denominated in Dollars and the payment of the principal of and interest on the Notes shall be in Dollars.
(k) The
Notes shall be defeasible as provided in Article IX of the Indenture.
(l) The
Notes shall not be subject to any mandatory sinking fund.
3
(m) If
a Change of Control Triggering Event occurs with respect to the Notes, unless the Company has exercised its right to redeem the Notes
as described in Section 4.2 of the Indenture and clause (A)(g) of this Officers’ Certificate, Holders of Notes shall have
the right to require the Company to make an offer to each Holder of Notes to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to the offer described below (the “Change of Control
Offer”) on the terms set forth in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash
equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased
to the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event
or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after the public announcement of
the transaction that constitutes or may constitute the Change of Control, the Company shall be required to mail a notice to the Holders
of the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control
Triggering Event and offering to repurchase the Notes on the date specified in the applicable notice, which date will be no earlier than
30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to
the procedures required by the Notes and described in such notice. The notice shall, if mailed prior to the date of the consummation of
the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or
prior to the applicable Change of Control Payment Date. The Company must comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with
the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws
or regulations conflict with the Change of Control Triggering Event provisions of the Notes, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Triggering Event
provisions of the Notes by virtue of such conflicts.
“Capital Stock”
of a corporation means the capital stock of every class whether now or hereafter authorized, regardless of whether such capital stock
shall be limited to a fixed sum or percentage with respect to the rights of the holders thereof to participate in dividends and in the
distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of such corporation.
“Change of
Control” means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all
of the Company’s assets and the assets of its Subsidiaries, taken as a whole, to any Person, other than the Company or one of its
Subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of
which is that any Person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly,
of more than 50% of the Company’s outstanding Voting Stock or other Voting Stock into which the Company’s Voting Stock is
reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (3) the Company consolidates
with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant
to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other Person is converted into
or exchanged for cash, securities or other property, other than any such transaction where the shares of the Company’s Voting Stock
outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of
the surviving Person or any direct or indirect parent company of the surviving Person immediately after giving effect to such transaction;
or (4) the adoption of a plan relating to the Company’s liquidation or dissolution. Notwithstanding the foregoing, a transaction
shall not be deemed to involve a Change of Control under clause (2) above if (i) the Company becomes a direct or indirect wholly-owned
subsidiary of a holding company and (ii)(A) the direct or indirect Holders of the Voting Stock of such holding company immediately
following that transaction are substantially the same as the Holders of the Company’s Voting Stock immediately prior to that transaction
or (B) immediately following that transaction no Person (other than a holding company satisfying the requirements of this sentence)
is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.
4
“Change of
Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.
“Fitch”
means Fitch Inc., and its successors.
“Investment
Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s
and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating
Agencies selected by the Company.
“Moody’s”
means Moody’s Investors Service, Inc., and its successors.
“Person”
has the meaning given thereto in Section 13(d)(3) of the Exchange Act.
“Rating Agencies”
means (A) each of Fitch, Moody’s and S&P; and (B) if any of Fitch, Moody’s or S&P ceases to rate the Notes
or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized
statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by the Company (as
certified by a resolution of the Board of Directors) as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the
case may be.
“Rating Event”
means, with respect to the Notes, the rating on the Notes is lowered by at least two of the three Rating Agencies and the Notes are rated
below an Investment Grade Rating by at least two of the three Rating Agencies on any day during the period (which period will be extended
so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) commencing
60 days prior to the first public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change
of Control and ending 60 days following consummation of such Change of Control.
“S&P”
means S&P Global Ratings, a business unit of S&P Global Inc., and its successors.
“Voting Stock”
means, with respect to any specified Person that is a corporation as of any date, the Capital Stock of such person that is at the time
entitled to vote generally in the election of the Board of Directors of such Person.
(n) On
each Change of Control Payment Date, the Company shall be required, to the extent lawful, to:
(i) accept
for payment all Notes or portions of Notes properly tendered pursuant to the applicable Change of Control Offer;
(ii) deposit
with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered;
and
(iii) deliver
or cause to be delivered to the Trustee the Notes properly accepted together with an Officers' Certificate stating the aggregate principal
amount of Notes or portions of Notes being repurchased.
5
The paying agent will promptly
mail to each Holder of Notes properly tendered the Change of Control Payment for such Note, and the Trustee will promptly authenticate
and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of
any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess
thereof. The Company will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event
if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by
the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company will
not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture,
other than a Default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(o) Any
reference to a merger, consolidation, amalgamation, distribution, assignment, sale, transfer, disposition or similar term, shall be deemed
to apply to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets of a limited liability
company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation,
distribution, assignment, sale, transfer, disposition or similar term, as applicable, to, of or with a separate Person. Any division of
a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any limited
liability company, limited partnership or trust that is a subsidiary, joint venture or any other like term shall also constitute such
a Person or entity).
(p) The
Company shall not, and shall not permit any Subsidiary to, enter into any arrangement with any Person providing for the leasing by the
Company or any Subsidiary of any Property that has been or is to be sold or transferred by the Company or such Subsidiary to such Person
more than 270 days following the Company’s or its Subsidiary’s acquisition of such Property, with the intention of taking
back a lease of such Property (a “Sale and Leaseback Transaction”) unless either:
(i) within
12 months after the receipt of the proceeds of the sale or transfer, the Company or any Subsidiary apply an amount equal to the greater
of the net proceeds of the sale or transfer or the fair value (as determined in good faith by the Company’s board of directors)
of such Property at the time of such sale or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement)
of Senior Funded Debt; or
(ii) the
Company or such Subsidiary would be entitled, at the effective date of the sale or transfer, to incur debt secured by a Lien on such Property
in an amount at least equal to the Attributable Debt in respect of the Sale and Leaseback Transaction, without equally and ratably securing
the Notes pursuant to Section 5.8 of the Indenture.
The foregoing restriction
in the paragraph above does not apply to any Sale and Leaseback Transaction (i) for a term of not more than three years including
renewals or (ii) between the Company and a Subsidiary or between Subsidiaries, provided that the lessor is the Company or a wholly
owned Subsidiary.
“Attributable
Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value discounted at the rate
of interest implicit in the terms of the lease (as determined in good faith by the Company) of the obligations of the lessee under such
lease for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may,
at the Company’s option, be extended).
6
“Funded Debt”
means debt which matures more than one year from the date of creation, or which is extendable or renewable at the sole option of the obligor
so that it may become payable more than one year from such date or which is classified, in accordance with United States generally accepted
accounting principles, as long-term debt on the consolidated balance sheet for the most recently ended fiscal quarter (or if incurred
subsequent to the date of such balance sheet, would have been so classified) of the person for which the determination is being made.
Funded Debt does not include (1) obligations created pursuant to leases, (2) any debt or portion thereof maturing by its terms
within one year from the time of any computation of the amount of outstanding Funded Debt unless such debt shall be extendable or renewable
at the sole option of the obligor in such manner that it may become payable more than one year from such time, or (3) any debt for
which money in the amount necessary for the payment or redemption of such debt is deposited in trust either at or before the maturity
date thereof.
“Senior Funded
Debt” means all Funded Debt of the Company or its Subsidiaries (except Funded Debt, the payment of which is subordinated to the
payment of the Notes).
(q) The
definition of “Permitted Liens” as set forth in Section 1.1 of the Indenture is hereby deleted in its entirety and replaced
with the following with respect to the Notes:
“(i) Liens
(other than Liens created or imposed under ERISA) for taxes, assessments or governmental charges or levies not yet subject to penalties
for non-timely payment or Liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined
in accordance with GAAP have been established (and as to which the Property subject to any such Lien is not yet subject to foreclosure,
sale or loss on account thereof);
(ii) statutory
Liens of landlords and Liens of mechanics, materialmen warehousemen, carriers and suppliers and other Liens imposed by law or pursuant
to customary reservations or retentions of title arising in the ordinary course of business, provided that any such Liens which are material
secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same
or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been
established (and as to which the Property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof);
(iii) Liens (other
than Liens created or imposed under ERISA) incurred or deposits made by the Company and its Subsidiaries in the ordinary course of business
in connection with workers’ compensation, unemployment insurance and other types of social security, laws or regulations, or to
secure the performance of tenders, statutory obligations, bids, leases, trade or government contracts, surety, indemnification, appeal,
performance and return-of-money bonds, letters of credit, bankers acceptances and other similar obligations (exclusive of obligations
for the payment of borrowed money), or as security for customs or import duties and related amounts;
(iv) Liens in
connection with attachments or judgments (including judgment or appeal bonds), provided that the judgments secured shall, within 30 days
after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall have been discharged within 30 days
after the expiration of any such stay;
(v) Liens securing
indebtedness incurred (including capital leases) to finance the purchase price or cost of construction of Property (or additions, substantial
repairs, alterations or substantial improvements thereto), provided that such Liens and the indebtedness secured thereby are incurred
within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement) and full
operation thereof;
7
(vi) Liens
securing industrial revenue bonds, pollution control bonds or similar types of tax-exempt bonds;
(vii) Liens
arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction
of business or exercise of any privilege, franchise or license;
(viii) easements,
rights-of-way, restrictions (including zoning restrictions), minor defects or irregularities in title and other similar charges or encumbrances
not, in any material respect, impairing the use of the encumbered Property for its intended purposes;
(ix) leases or
subleases granted to others not interfering in any material respect with the business of the Company and its Subsidiaries taken as a whole;
(x) Liens
on Property at the time such Property is acquired by the Company or any of its Subsidiaries;
(xi) Liens
on Property of any Person at the time such Person becomes a Subsidiary of the Company;
(xii) Liens
on receivables from customers sold to third parties pursuant to credit arrangements in the ordinary course of business;
(xiii) Liens
existing on July 14, 2026 to secure Debt existing on July 14, 2026, or any extensions, amendments, renewals, refinancings, replacements
or other modifications thereto;
(xiv) Liens
securing Debt of a Subsidiary of the Company to the Company or to another Subsidiary of the Company that is not a subsidiary of the debtor;
(xv) Liens on
any Property created, assumed or otherwise brought into existence in contemplation of the sale or other disposition of the underlying
Property, whether directly or indirectly, by way of share disposition or otherwise;
(xvi) Liens
in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision thereof,
to secure partial, progress, advance or other payments;
(xvii) Liens
to secure Debt of joint ventures in which the Company or any of its Subsidiaries has an interest, to the extent such Liens are on Property
of, or equity interests in, such joint ventures;
(xviii) other
Liens on Property of the Company and its Subsidiaries securing Debt having an aggregate principal amount (or deemed amount, in the case
of Attributable Debt) not to exceed, as of any date of incurrence of such secured debt pursuant to this clause (xviii) and after
giving effect to such incurrence and the application of the proceeds therefrom, the greater of (1) $1.75 billion and (2) 15%
of the Company's Consolidated Net Tangible Assets;
8
(xix) Liens arising
solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies
as to deposit accounts or other funds maintained with a depositary institution;
(xx) Liens arising
from financing statement filings regarding operating leases;
(xxi) Liens securing
the financing of insurance premiums payable on insurance policies; provided, that such Liens shall only encumber unearned premiums with
respect to such insurance, interests in any state guarantee fund relating to such insurance and subject and subordinate to the rights
and interests of any loss payee, loss payments which shall reduce such unearned premiums;
(xxii) Liens
securing cash management obligations (that do not constitute indebtedness), or arising out of conditional sale, title retention, consignment
or similar arrangements for sale of goods and contractual rights of set-off relating to purchase orders and other similar arrangements,
in each case in the ordinary course of business;
(xxiii) Liens
on any property or assets of foreign subsidiaries securing debt of such foreign subsidiaries (but not debt of the Company or any domestic
subsidiary); and
(xxiv) Liens
securing debt in an aggregate principal amount at any time outstanding not exceeding $500 million in respect of any arrangement under
which we or any of our subsidiaries transfer, once or on a revolving basis, without recourse (except for indemnities and representations
customary for securitization transactions and except for the retention of risk in an amount and form required by applicable laws and regulations
or as is customary for a similar type of transaction) involving one or more “true sale” transactions, accounts receivable
or interests therein and related assets customarily transferred in connection with securitization transactions (i) to a trust, partnership,
corporation, limited liability company or other entity, which transfer is funded in whole or in part, directly or indirectly, by the incurrence
or issuance by the transferee or successor transferee of indebtedness or other securities that are to receive payments from, or that represent
interests in, the cash flow derived from such accounts receivable or interests therein, or (ii) directly to one or more investors
or other purchasers”
(r) The
last sentence of Section 6.1 of the Indenture is hereby amended and restated in its entirety as follows: “Notwithstanding the
foregoing, (i) any Subsidiary of the Company may consolidate with or merge into, or convey, transfer or lease all or substantially
all of its properties and assets to the Company or another Subsidiary and (ii) the Company may merge with an affiliate incorporated
solely for the purpose of and with the sole effect of reincorporating or reorganizing the Company in another state of the United States.”
(s) Section 7.1(e) of
the Indenture is hereby amended with respect to the Notes by replacing the reference to “$35 million” set forth therein with
a reference to “$200 million.”.
(t) Clauses
(g), (h) and (i) of Section 10.1 of the Indenture are hereby deleted in their entirety and the following clauses (g), (h),
(i), (j) and (k) are hereby inserted with respect to the Notes to read as follows:
(g) to make any
change that does not adversely affect the rights of any holder in any material respect, as evidenced by an officer’s certificate
delivered to the Trustee (upon which it may fully rely);
9
(h) conform the
text of the Indenture or the Securities to any provision of the related “Description of Notes” in the related prospectus supplement;
(i) establish
additional series of Securities as permitted by this indenture; or
(j) comply with
requirements of the SEC in order to maintain the qualification of the Indenture under the TIA; or
(k) evidence
the acceptance of appointment by a successor trustee.
(u) The
Notes shall be entitled to the benefit of the covenants in Article V of the Indenture.
(v) The
Notes constitute senior unsecured debt obligations of the Company and rank equally in right of payment among themselves and with all other
existing and future senior, unsecured and unsubordinated debt obligations of the Company.
(w) There
shall be no Events of Default other than those provided in Section 7.1 of the Indenture and the failure by the Company to comply
with the provisions of clauses A.(m) or (n) hereof.
(x) The
Notes shall have additional terms and conditions as set forth in, and shall be substantially in the form of, Annex A attached hereto,
with such modifications thereto as may be approved by the authorized officer or officers executing the same.
(y) The
Trustee shall be the trustee for or on behalf of the Holders of the Notes.
B. The
undersigned hereby approve the sale of $850,000,000 aggregate principal amount of Notes by the Company to the Underwriters listed in Schedule
I to that certain Underwriting Agreement dated July 7, 2026 and in accordance with and pursuant to the terms thereof at a net purchase
price to the Company of 99.306% of the principal amount thereof plus accrued interest, if any from July 14, 2026, and with an initial
price to the public of 99.908% of the principal amount thereof plus accrued interest, if any from July 14, 2026.
The Indenture, as supplemented
by this Officers’ Certificate, is in all respects ratified and confirmed, and this Officers’ Certificate shall be deemed part
of the Indenture in the manner and to the extent herein and therein provided.
This Officers’ Certificate
may be executed in one or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature
covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other
applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly
and validly delivered and be valid and effective for all purposes.
THIS OFFICERS’ CERTIFICATE
AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
(Signature page follows)
10
IN WITNESS WHEREOF, each of the undersigned has
hereunto signed his name as of the date first set forth above.
By:
/s/
Scott Murphy
Name:
Scott
Murphy
Title:
Vice
President & Controller of the Company
By:
/s/
Brian L. Campbell
Name:
Brian
L. Campbell
Title:
Vice
President & Treasurer
[Signature Page to Officers’
Certificate Pursuant to Section 3.2 of the Indenture (2031 Notes)]
ANNEX A
Form of Note
[See attached.]
[Signature Page to Officers’
Certificate Pursuant to Section 3.2 of the Indenture (2031 Notes)]
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS NOTE IS
EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, BY A NOMINEE OF
THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY
OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. [·]
CUSIP: 053332BN1
$[·]
AUTOZONE, INC.
[FORM OF] 4.950% Senior Notes due 2031
Original Issue Date: [·], 20[·]
Interest Payment Dates: January 15 and July 15
Maturity Date: July 15, 2031
Interest Rate: 4.950%
AUTOZONE, INC., a Nevada
corporation (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [•]dollars
($[•]) (the “Principal Amount”) on the Maturity Date shown above, except as provided below, and to pay interest thereon
at the rate per annum shown above. (Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below
unless otherwise indicated.) The Company will pay interest semiannually on the Interest Payment Dates, commencing on January 15,
2027. Interest on this Note will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for
or, if no interest has been paid or duly provided for, from the Original Issue Date shown above. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the person in whose name this
Note (or one or more predecessor Securities) is registered at the close of business on the regular record date for such interest, which
shall be the January 1 or the July 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment
Date.
Payment of the principal of
and interest on this Note will be made at the Corporate Trust Office of the Trustee in Atlanta, Georgia, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and private debts.
If the Company defaults in
a payment of interest on this Note, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on
the defaulted interest, to the persons who are Securityholders of this Note on a subsequent special record date. The Company shall fix
that record date and payment date. At least ten (10) days before that record date, the Company shall mail to the Trustee and to each
Securityholder a notice that states that record date, the payment date and the amount of interest and any interest thereon to be paid.
The Company may pay defaulted interest and any interest thereon in any other lawful manner.
This Note is one of a duly
authorized issue of securities of the Company (the “Securities”) of the Series hereinafter specified, all issued under
and pursuant to an indenture, dated as of August 8, 2003, together with the Officers’ Certificate dated July 14, 2026
(the “Officers’ Certificate”), establishing the terms of the Notes (the “Indenture”), between the Company
and Regions Bank (as successor in interest to The Bank of New York Mellon Trust Company, N.A. (as successor in interest to Bank One Trust
Company, N.A.)), as Trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company
and Holders of the Securities. The aggregate principal amount of Securities that may be authenticated and delivered under the Indenture
is unlimited. The Securities may be issued in one or more Series, which different Series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions,
if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided. This Note is one of a Series designated as the “4.950% Senior
Notes due 2031” of the Company (herein referred to as the “Notes”), initially issued in an aggregate principal amount
of eight hundred fifty million dollars ($850,000,000). The Company may from time to time, without notice to or the consent of the holders
of the Notes, create and issue additional Notes ranking equally and ratably with the Notes and otherwise identical in all respects, except
for the issue price, the issue date, the payment of interest accruing prior to the issue date of such additional Notes and, in some cases,
the first payment of interest following the issue date of such additional Notes and the initial interest accrual date thereof, so that
such further Notes shall be consolidated and form a single Series with the Notes.
The Notes constitute senior
unsecured debt obligations of the Company and rank equally in right of payment among themselves and with all other existing and future
senior, unsecured and unsubordinated debt obligations of the Company.
In accordance with and subject
to the provisions of the Officers’ Certificate, the Holders of the Notes may require that the Company repurchase the Notes if a
Change of Control Triggering Event has occurred.
2
The Notes will be redeemable
at the Company’s option at any time in whole or from time to time in part. Prior to June 15, 2031 (one month prior to their
maturity date) (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and
from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to
the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date (assuming the Notes to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a
360-day year consisting of twelve 30- day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to, but not
including, the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued
and unpaid interest thereon to, but not including, the redemption date.
On or after the Par Call Date,
the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal
amount of the Notes being redeemed plus accrued and unpaid interest on the Notes to be redeemed to, but not including, the redemption
date.
“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be
determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily
by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield
or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board
of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation
or publication) (“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal”
(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable:
(1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date
(the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining
Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding
to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the Par Call Date
on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if
there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury
constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or
maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury
constant maturity from the redemption date.
3
If on the third business day
preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum
equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption
date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there
is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a
maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date
following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call
Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities
meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities
the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United
States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph,
the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked
prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and
rounded to three decimal places.
The Company’s actions
and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will
be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days
but not more than 60 days before the redemption date to each holder of Notes to be redeemed.
Any notice of any redemption
may be given prior to the redemption thereof, and any such redemption or notice may, at the Company’s discretion, be subject to
one or more conditions precedent, including, but not limited to, completion of an equity offering or other corporate transaction.
In the case of a partial redemption,
selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems
appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part
only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new
Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender
for cancellation of the original Note. For so long as the Notes are held by DTC, Euroclear or Clearstream (or another depositary), the
redemption of the Notes shall be done in accordance with the policies and procedures of the depositary.
Unless the Company defaults
in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called
for redemption.
The Notes will not be subject
to, or have the benefit of, any sinking fund.
In case an Event of Default
(as defined in the Indenture) with respect to the Notes shall have occurred and be continuing, the principal hereof may be declared, or
shall become, due and payable, in the manner, with the effect and subject to certain conditions set forth in the Indenture. The Indenture
provides that, subject to certain conditions therein set forth, any such declaration of acceleration and its consequences may be waived
by the Holders of a majority in principal amount of the outstanding Notes.
4
The Indenture contains provisions
permitting the Company and the Trustee, with the consent of the Holders of at least a majority in principal amount of the outstanding
Notes to be affected thereby, as provided in the Indenture, to enter into supplemental indentures adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights
of the Holders of the Notes; and the Indenture also contains provisions allowing the Holders of at least a majority in principal amount
of the outstanding Notes to waive compliance with any provision of the Indenture or this Note; provided, however, that no
such supplemental indenture or amendment or waiver may, without the consent of each Holder of Notes to be affected (a) reduce the
amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the rate of, change the method of determination
of or extend the time for payment of interest (including default interest) on any Note; (c) reduce the principal or change the Stated
Maturity of any Note; (d) make any change in the provisions concerning waivers of Events of Default by Holders or the rights of Holders
to recover the principal of or interest on any Note; (e) waive a Default or Event of Default in the payment of the principal of or
interest on any Note (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the
outstanding Notes and a waiver of the payment default that resulted from such acceleration); (f) make the principal of or interest
on any Note payable in any currency other than that stated in the Note; (g) make any change in Sections 7.8, 7.13, or 10.3 of the
Indenture; or (h) waive a redemption payment with respect to any Note. The Indenture also provides that the Holders of not less than
a majority in principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past Default under the
Indenture with respect to the Notes and its consequences, except a Default (i) in the payment of the principal of or interest on
any Note (provided, however, that the Holders of a majority in principal amount of the outstanding Notes may rescind an acceleration and
its consequences, including any related payment default that resulted from such acceleration) or (ii) in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the Holder of each outstanding Notes affected. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Any such
waiver by the Holders of the Notes shall be conclusive and binding upon the Holder of this Note and upon all future Holders and owners
of this Note and of any Note issued upon the transfer hereof or in exchange or substitution hereof.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the time, place and rate, and in the coin or currency, herein and
in the Indenture prescribed.
As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Note is registrable by the Holder hereof on the register of
the Company, upon due presentment of this Note for registration of transfer at the office of the Registrar, or at the office of any co-registrar
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to, the Company and the Registrar or any such
co-registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of authorized
denominations and for an equal principal amount will be issued to the designated transferee or transferees.
5
No service charge shall be
made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer
tax or similar governmental charge payable in connection therewith.
The Notes are issuable only
as registered Notes without coupons in denominations equal to $2,000 or an integral multiple of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for new Notes of any authorized denominations
of an equal principal amount as requested by the Holder surrendering the same.
Notwithstanding the other
provisions of the Indenture, payment of the principal of and interest, if any, on any Note represented by a Global Security shall be made
to the Holder thereof. The Company and the Trustee understand that interest on any such Global Security will be disbursed or credited
by the Depository to the persons having beneficial ownership thereof pursuant to a book-entry or other system maintained by the Depository.
Except as provided in the
foregoing paragraph, the Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of outstanding
Notes represented by a Global Security as shall be specified in a written statement of the Depository with respect to such Global Security,
for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.
The Holder of this Note shall
not have recourse for the payment of principal of or interest on this Note or for any claim based on this Note or the Indenture against
any director, officer, employee or stockholder, as such, of the Company. By acceptance of this Note, the Holder waives and releases all
such liability.
THE INDENTURE AND THIS NOTE
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
All terms used but not defined
in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless the certificate of
authentication has been executed by manual signature of the Trustee, this Note shall not be valid.
[Signature Pages Follow]
6
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed manually or in facsimile.
Date: [·], 20[·]
AUTOZONE, INC.
By:
Name:
Brian L. Campbell
Title:
Vice President & Treasurer
By:
Name:
Scott Murphy
Title:
Vice President & Controller
Signature Page to Global
Note (2031) (No. [·])
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
Series designated therein, referred to
in the within mentioned Indenture.
REGIONS BANK, (AS SUCCESSOR
IN INTEREST TO THE BANK OF NEW york MELLON TRUST company, N.A.), as Trustee
By:
Authorized Signatory
Signature Page to Global
Note (2031) (No. [·])
EX-5.1 — EXHIBIT 5.1
EX-5.1
Filename: tm2620403d1_ex5-1.htm · Sequence: 3
Exhibit 5.1
21 Platform Way South, Suite 3500
Nashville, TN 37203
(615) 742-6200
July 14, 2026
AutoZone, Inc.
123 South Front Street
Memphis, Tennessee 38103
Re: AutoZone,
Inc. 4.950% Senior Notes due 2031
We
have acted as counsel to AutoZone, Inc., a Nevada corporation (the “Company”), in connection with the issuance
of $850,000,000 aggregate principal amount of the Company’s 4.950% Senior Notes due 2031 (the “Notes”),
pursuant to the Company’s Registration Statement on Form S-3 (File Number: 333-297291) (the “Registration Statement”),
including a base prospectus, dated July 7, 2026 (the “Base Prospectus”), filed with the Securities and Exchange
Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities
Act”), and the final prospectus supplement, dated July 7, 2026, filed with the Commission on July 9, 2026 pursuant to Rule
424(b) under the Securities Act (collectively with the Base Prospectus, the “Prospectus”).
The
Notes are to be issued pursuant to the provisions of the Indenture, dated as of August 8, 2003, by and between the Company and Regions
Bank, as successor trustee (the “Trustee”), as supplemented by an officers’ certificate relating to the
Notes, dated as of July 14, 2026 (collectively, the “Indenture”), including the forms of global notes
representing the Notes.
In connection with this opinion,
we have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate
to form the basis for the opinions hereinafter set forth. In all such examinations, we have assumed the legal capacity of all natural
persons, the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to
us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly
given and to be accurate. As to facts material to the opinion expressed herein, we have relied upon statements and representations of
officers and other representatives of the Company, public officials and others. We have not independently verified such factual matters.
We have assumed for purposes
of this opinion that (a) each of the Company and the Trustee is duly organized, validly existing and in good standing under the laws of
its jurisdiction of organization; (b) each of the Company and the Trustee has the requisite power and authority to execute and deliver
and to perform its obligations under each of the Indenture and the Notes; (c) each of the Company and the Trustee has duly authorized,
executed and delivered each of the Indenture and the Notes (except that no such assumption is made with respect to execution and delivery
thereof by the Company under the laws of the State of New York); (d) each of the Indenture and the Notes constitutes a legally valid and
binding agreement of the Trustee, enforceable against it in accordance with its terms; and (e) the Trustee is in compliance, generally
and with respect to acting as Trustee under the Indenture, with all applicable laws and regulations.
To the extent our opinion
set forth below relates to the enforceability of the choice of New York law and choice of New York forum provisions of the Indenture and
the Notes, our opinion is rendered in reliance upon N.Y. Gen. Oblig. Law §§5-1401, 5-1402 and N.Y. C.P.L.R. 327(b) and is subject
to the qualification that such enforceability may be limited by public policy considerations of any jurisdiction, other than the courts
of the State of New York, in which enforcement of such provisions, or of a judgment upon an agreement containing such provisions, is sought.
We have also assumed that the Company has complied with all aspects of applicable laws of jurisdictions other than the State of New York
in connection with the transactions contemplated by the Indenture.
bassberry.com
July 14, 2026
Page 2
Our
opinion set forth herein is limited to the laws of the State of New York (but not including any laws, statutes, ordinances, administrative
decisions, rules or regulations of any political subdivision below the state level), as currently in effect, that, in our experience,
are applicable to the Notes and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations,
validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of
the foregoing being referred to as “Covered Law”). We do not express any opinion with respect to the law of
any jurisdiction other than the Covered Law or as to the effect of any non-Covered Law on the opinion herein stated, or as to the securities
or “blue sky” laws of any jurisdiction. The opinion expressed in this opinion letter is strictly limited to the matters stated
in this opinion letter and no other opinions are to be implied. Various issues pertaining to laws of the State of Nevada, including the
due authorization of the issuance of the Notes, are addressed in the opinion of Brownstein Hyatt Farber Schreck, LLP, Nevada counsel for
the Company, which has been separately provided to you. We express no opinion with respect to those matters, and to the extent elements
of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.
Based upon and subject to
the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, and assuming that (i) the Indenture and
the Notes have been duly authorized, executed and delivered by each of the Company and the Trustee, (ii) the final terms of the Notes
have been duly established and approved by all necessary corporate action on the part of the Company and (iii) the Notes have been duly
executed by the Company and authenticated by the Trustee in accordance with the Indenture and delivered to and paid for by the purchasers
thereof, we are of the opinion that the Notes will constitute valid and legally binding obligations of the Company, enforceable against
the Company in accordance with the terms thereof.
The opinion rendered in the
above paragraph is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization,
fraudulent transfer and fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the
rights and remedies of creditors; (ii) the effect of general principles of equity (including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief and other equitable
remedies), regardless of whether enforcement is considered in a proceeding at law or in equity; (iii) the unenforceability under certain
circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect
to a liability where such indemnification or contribution is contrary to public policy; and (iv) the unenforceability of any provision
requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy. We express no opinion (x) concerning
the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws, (y) with respect to whether acceleration
of the Notes may affect the collectability of any portion of the stated principal amount thereof which might be determined to constitute
unearned interest thereon or (z) as to the enforceability of any provision to the extent it requires any party to indemnify any other
person against loss in obtaining the currency due following a court judgment rendered in another currency. The opinion rendered in the
above paragraph does not include an opinion with respect to compliance with laws relating to permissible rates of interest.
We express no opinion with
respect to: (i) the enforceability of any provision purporting or attempting to (A) confer exclusive jurisdiction and/or venue upon certain
courts or otherwise waive the defenses of forum non conveniens or improper venue, (B) confer subject matter jurisdiction on a court not
having independent grounds therefor, (C) modify or waive the requirements for effective service of process for any action that may be
brought, (D) waive the right of the Company or any other person to a trial by jury, or (E) modify or waive the rights to notice, legal
defenses, rights granted by law, subrogation, opportunity for hearing, evidentiary requirements, stays or extensions, statutes of limitations
and statutes of repose (including the tolling of the same), other procedural rights or other benefits that cannot be waived under applicable
law; (ii) (A) whether an acceleration of the Debt Securities may affect the collectability of that portion of the stated principal amount
thereof in excess of the public offering price to the extent that such portion was determined to constitute unearned interest thereon,
and (B) the creation, validity, attachment, perfection, or priority of any lien or security interest; (iii) any legal requirements that
are applicable to any party or its affiliates solely because such law, rule or regulation is part of a regulatory regime applicable to
any such party or such affiliates as a result of the specific assets or business operations of such party or such affiliates; and (iv)
the severability, if invalid, of provisions to the foregoing effect.
July 14, 2026
Page 3
In
rendering the opinion set forth above, we have assumed that the execution and delivery by the Company of the Indenture and the Notes and
the performance by the Company of its obligations thereunder do not and will not violate, conflict with or constitute a default under
any agreement or instrument to which the Company or its properties is subject. This opinion is for your benefit in connection with the
Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of
the Securities Act. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement
through a Current Report on Form 8-K. We also hereby consent to the reference to our firm under the caption “Legal Matters”
in the Registration Statement and the Prospectus. In giving this consent, we do not thereby admit that we are included in the category
of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated
thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise
you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.
Yours very truly,
/s/ Bass, Berry & Sims PLC
EX-5.2 — EXHIBIT 5.2
EX-5.2
Filename: tm2620403d1_ex5-2.htm · Sequence: 4
Exhibit 5.2
Brownstein Hyatt Farber Schreck, LLP
702.382.2101 main
100 North City Parkway, Suite 1600
Las Vegas, Nevada 89106
July 14, 2026
AutoZone, Inc.
123 South Front Street
Memphis, Tennessee 38103
To the addressee set forth above:
We have acted as local Nevada counsel to AutoZone,
Inc., a Nevada corporation (the “Company”), in connection with the registration by the Company of $850,000,000 aggregate
principal amount of the Company’s 4.950% Senior Notes due 2031 (the “Notes”), under the Securities Act of 1933,
as amended (the “Act”), pursuant to a registration statement on Form S-3 (File No. 333-297291) (the “Registration
Statement”), filed with the Securities and Exchange Commission (the “Commission”), including the base prospectus,
dated July 7, 2026 (the “Base Prospectus”), as supplemented by the preliminary prospectus supplement, dated July 7,
2026, and the final prospectus supplement, dated July 7, 2026 (together with the Base Prospectus, the “Prospectus”),
filed with the Commission pursuant to Rule 430B and Rule 424(b) under the Act, and issued pursuant to that certain Indenture, dated as
of August 8, 2003, by and between the Company and Regions Bank (as successor in interest to The Bank of New York Mellon Trust Company,
N.A., which in turn was the successor in interest to Bank One Trust Company, N.A.), as trustee, as supplemented by the officers’
certificate, dated as of July 14, 2026 (the “Officers’ Certificate”), relating to the Notes (as so supplemented,
the “Indenture”).
In our capacity as such counsel,
we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance, and
registration of the Notes pursuant to the Indenture and as described in the Registration Statement and the Prospectus. For purposes of
this opinion letter, and except to the extent set forth in the opinions expressed below, we have assumed that all such proceedings have
been or will be timely completed in the manner presently proposed in the Registration Statement and the Prospectus and by the Indenture.
For purposes of issuing this
opinion letter, we have (a) made such legal and factual examinations and inquiries, including an examination of originals or copies certified
or otherwise identified to our satisfaction as being true copies, of (i) the Registration Statement, including the Prospectus, (ii) the
Indenture, (iii) the global notes representing the Notes (collectively, the “Global Notes”), (iv) the articles of incorporation
and bylaws of the Company, (v) the resolutions of the board of directors of the Company with respect to the Indenture, the Notes and the
transactions contemplated thereby, and (v) such other agreements, instruments corporate records (including, without limitation, resolutions
adopted by the board of directors and by the stockholders of the Company) and documents, or forms thereof, as we have deemed necessary
or appropriate, and (b) obtained from officers and other representatives and agents of the Company and from public officials, and have
relied upon, such certificates, representations and assurances as we have deemed necessary or appropriate.
www.bhfs.com
AutoZone, Inc.
July 14, 2026
Page 2
Without limiting the generality of the foregoing,
we have, with your permission, assumed without independent verification, that: (i) the statements of fact and all representations and
warranties set forth in the documents we have examined were at all relevant times and are true and correct as to factual matters, in each
case as of the date or dates of such documents and as of the date hereof; (ii) each natural person executing a document had at all relevant
times and has sufficient legal capacity to do so; (iii) all documents submitted to us as originals are authentic, the signatures on all
documents that we have examined are genuine and all documents submitted to us as certified, conformed, photostatic, facsimile or electronic
copies conform to the original documents; (iv) the obligations of each party set forth in the documents we have examined are its valid
and binding obligations, enforceable against such party in accordance with their respective terms; and (v) all corporate records made
available to us by the Company, and all public records we have reviewed, are accurate and complete.
We are qualified to practice
law in the State of Nevada. The opinions set forth herein are expressly limited to, and based exclusively on, the general corporate laws
of the State of Nevada in effect on the date hereof, and we do not purport to be experts on, or to express any opinion with respect to
the applicability or effect of, the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility
as to laws or judicial decisions related to, or any orders, consents, filings or other authorizations or approvals as may be required
by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, or any state
securities or “blue sky” laws, rules or regulations.
Based on the foregoing, and in
reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that:
1. The Company is validly existing as a corporation and in good standing under the laws of the State of Nevada.
2. The execution and delivery by the Company of the Global Notes and the Officers’ Certificate, and the performance by the Company
of its obligations under the Indenture and the Global Notes, have been duly authorized by the Company.
3. The Notes have been duly authorized by the Company for issuance and sale pursuant to the Indenture.
4. The Global Notes and the Officers’ Certificate have been executed and delivered by the Company.
The opinions expressed herein
are based upon the applicable laws of the State of Nevada and the facts in existence on the date of this opinion letter. In delivering
this opinion letter to you, we disclaim any obligation to update or supplement the opinions set forth herein or to apprise you of any
changes in any laws or facts after the date hereof. No opinion is offered or implied as to any matter, and no inference may be drawn,
beyond the strict scope of the specific issues expressly addressed by the opinions set forth herein.
AutoZone, Inc.
July 14, 2026
Page 3
We hereby consent to your filing this opinion letter
as an exhibit to the Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement
and to the reference to our firm in the Prospectus under the heading “Legal Matters”. In giving such consent, we do not admit
that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder. Subject to all of the qualifications, limitations, exceptions, restrictions and assumptions set forth herein,
Bass, Berry & Sims PLC may rely on this opinion letter as if it were an addressee hereof on this date for the sole purpose of issuing
its opinion letter to the Company relating to the registration of the Notes, as filed with the Commission.
Very truly yours,
/s/ Brownstein Hyatt Farber Schreck, LLP
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