Form 8-K

8-K — AUTOZONE INC

Accession: 0001171843-26-006159

Filed: 2026-09-22

Period: 2026-09-22

CIK: 0000866787

SIC: 5531 (RETAIL-AUTO & HOME SUPPLY STORES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — f8k_092126.htm (Primary)

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8-K (Primary)

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Form 8-K

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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): September 22, 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 2.02. Results of Operations and Financial Condition.

On September 22, 2026, AutoZone, Inc. issued a press release announcing its earnings for the fiscal quarter ended August 29, 2026, which is furnished as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

99.1 Press Release, dated September 22, 2026

104 Cover Page Interactive Data 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: September 22, 2026 By: /s/ Jamere Jackson

Jamere Jackson

Chief Financial Officer

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: exh_991.htm · Sequence: 2

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EXHIBIT 99.1

AutoZone 4th Quarter Total Company Same Store Sales Increase 1.5%; Domestic Same Store Sales Increase 1.6%; 4th Quarter EPS of $56.05; Annual Sales of $20.3 Billion

MEMPHIS, Tenn., Sept. 22, 2026 (GLOBE NEWSWIRE) -- AutoZone, Inc. (NYSE: AZO) today reported net sales of $6.6 billion for its fourth quarter (16 weeks) ended August 29, 2026, an increase of 5.6% from the fourth quarter of fiscal 2025 (16 weeks). Same store sales, or sales for our domestic and international stores open at least one year, are as follows:

Constant Currency Constant Currency

16 Weeks 16 Weeks* 52 Weeks 52 Weeks*

Domestic 1.6 % 1.6 % 3.3 % 3.3 %

International 10.7 % 1.3 % 13.5 % 2.2 %

Total Company 2.7 % 1.5 % 4.5 % 3.2 %

* Excludes impacts from fluctuations of foreign exchange rates.

For the quarter, gross profit, as a percentage of sales, was 53.3%, an increase of 182 basis points versus the prior year. The increase in gross margin was driven by a 145 basis point impact from tariff refunds and a 105 basis point net non-cash LIFO impact, partially offset by higher commercial mix. Operating expenses, as a percentage of sales, were 33.4% versus last year at 32.4% with deleverage primarily driven by growth initiatives.

Operating profit increased 10.1% to $1.3 billion. Net income for the quarter was $931.6 million compared to $837.0 million in the same period last year, while diluted earnings per share were $56.05 compared to last year at $48.71.

For the fiscal year ended August 29, 2026, net sales were $20.3 billion, an increase of 7.4% from the prior year. Gross profit, as a percentage of sales, was 52.3% versus last year at 52.6%. The decrease in gross margin was impacted by a 61 basis point net non-cash LIFO impact, partially offset by a 48 basis point benefit from tariff refunds. Operating expenses, as a percentage of sales, were 34.0% versus last year at 33.6%. Operating profit increased 3.1% to $3.7 billion, net income increased 3.0% to $2.6 billion and diluted earnings per share increased 5.3% to $152.55 from $144.87.

Under its share repurchase program, AutoZone repurchased 223 thousand shares of its common stock at an average price per share of $3,125, for a total investment of $697.5 million. For the fiscal year, the Company repurchased 579 thousand shares of its common stock, at an average price of $3,496, for a total investment of $2.0 billion. At year end, the Company had $1.6 billion remaining under its current share repurchase authorization.

The Company’s inventory increased 10.1% over the same period last year, driven primarily by growth initiatives. Net inventory, defined as merchandise inventories less accounts payable, on a per store basis, was negative $107 thousand versus negative $131 thousand last year and negative $107 thousand last quarter.

“I want to thank our entire organization for delivering another quarter of sales and earnings growth. In spite of a difficult selling environment the first eight weeks of our quarter, we remained committed to executing on our strategies to grow both our domestic and international businesses. Over the last eight weeks of the quarter our sales results strengthened, and we feel we are well positioned for sales growth in fiscal 2027. We opened 175 new stores this past quarter, which included 16 new Mega Hub stores in the U.S. We continue to improve our inventory offering for both the do-it-yourself and professional customers. We continue to improve our speed of delivery and are intently focused on exceptional customer service. Based on the data we have, we continued to gain share and we expect sales in each of the three countries in which we operate to accelerate in the new fiscal year. As always, we will remain committed to a disciplined approach of driving shareholder value,” said Phil Daniele, President and Chief Executive Officer.

During the quarter ended August 29, 2026, AutoZone opened 97 new stores in the U.S., 68 in Mexico and 10 in Brazil for a total of 175 new stores. For the fiscal year, the Company opened 374 new stores. As of August 29, 2026, the Company had 6,863 stores in the U.S., 1,001 in Mexico and 167 in Brazil for a total store count of 8,031.

AutoZone is a leading retailer and distributor of automotive replacement parts and accessories in the Americas. Each store carries an extensive product line for cars, sport utility vehicles, vans and light duty trucks, including new and remanufactured automotive hard parts, maintenance items, accessories, and non-automotive products. The majority of stores have a commercial sales program that provides prompt delivery of parts and other products and commercial credit to local, regional and national repair garages, dealers, service stations, fleet owners and other accounts. AutoZone also sells automotive hard parts, maintenance items, accessories and non-automotive products through www.autozone.com, and our commercial customers can make purchases through www.autozonepro.com. Additionally, we sell the ALLDATA brand of automotive diagnostic, repair, collision and shop management software through www.alldata.com. We also provide product information on our Duralast branded products through www.duralastparts.com. AutoZone does not derive revenue from automotive repair or installation services.

AutoZone will host a conference call this morning, Tuesday, September 22, 2026, beginning at 10:00 a.m. (ET) to discuss its fourth quarter results. This call is being webcast and can be accessed, along with supporting slides, at AutoZone’s website at www.autozone.com by clicking on Investor Relations. Investors may also listen to the call by dialing (888) 506-0062, passcode AUTOZONE. In addition, a telephone replay will be available by dialing (877) 481-4010, replay passcode 54424 through October 20, 2026.

This release includes certain financial information not derived in accordance with generally accepted accounting principles (“GAAP”). These non-GAAP measures include adjustments to reflect return on invested capital, adjusted debt and adjusted debt to earnings before interest, taxes, depreciation, amortization, rent and share-based expense (“EBITDAR”). The Company believes that the presentation of these non-GAAP measures provides information that is useful to investors as it indicates more clearly the Company’s comparative year-to-year operating results, but this information should not be considered a substitute for any measures derived in accordance with GAAP. Management targets the Company’s capital structure in order to maintain its investment grade credit ratings. The Company believes this is important information for the management of its debt levels and share repurchases. We have included a reconciliation of this additional information to the most comparable GAAP measures in the accompanying reconciliation tables.

Certain statements herein constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically use words such as “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “seek,” “may,” “could” and similar expressions. These statements are based on assumptions and assessments made by our management in light of experience, historical trends, current conditions, expected future developments and other factors that we believe appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including without limitation: product demand, due to changes in fuel prices, miles driven or otherwise; energy prices; weather, including extreme temperatures and natural disasters; competition; credit market conditions; cash flows; access to financing on favorable terms; future stock repurchases; the impact of recessionary conditions; consumer debt levels; changes in laws or regulations; risks associated with self-insurance; war and the prospect of war, including terrorist activity; public health issues; inflation, including wage inflation; exchange rates; the ability to hire, train and retain qualified employees, including members of management; construction delays; failure or interruption of our information technology systems; issues relating to the confidentiality, integrity or availability of information, including due to cyber-attacks; historic sales and profit growth rate sustainability; downgrade of our credit ratings; damage to our reputation; challenges associated with doing business in and expanding into international markets; origin and raw material costs of suppliers; inventory availability; disruption in our supply chain; tariffs, trade policies and other geopolitical factors; new accounting standards; our ability to execute our growth initiatives; and other business interruptions. These and other risks and uncertainties are discussed in more detail in the “Risk Factors” section contained in Item 1A under Part 1 of our Annual Report on Form 10-K for the year ended August 30, 2025. Forward-looking statements are not guarantees of future performance and actual results may differ materially from those contemplated by such forward-looking statements. Events described above and in the “Risk Factors” section could materially and adversely affect our business. However, it is not possible to identify or predict all such risks and other factors that could affect these forward-looking statements. Forward-looking statements speak only as of the date made. Except as required by applicable law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information:

Financial: Brian Campbell at (901) 495-7005, brian.campbell@autozone.com

Media: Jennifer Hughes at (901) 495-6022, jennifer.hughes@autozone.com

AutoZone's 4th Quarter Highlights - Fiscal 2026

Condensed Consolidated Statements of Operations

4th Quarter, FY2026

(in thousands, except per share data)

GAAP Results

16 Weeks Ended 16 Weeks Ended

August 29, 2026 August 30, 2025

Net sales $ 6,594,879 $ 6,242,726

Cost of sales 3,077,151 3,026,233

Gross profit 3,517,728 3,216,493

Operating, SG&A expenses 2,200,811 2,020,428

Operating profit (EBIT) 1,316,917 1,196,065

Interest expense, net 148,684 148,087

Income before taxes 1,168,233 1,047,978

Income tax expense 236,646 211,027

Net income $ 931,587 $ 836,951

Net income per share:

Basic $ 57.17 $ 50.02

Diluted $ 56.05 $ 48.71

Weighted average shares outstanding:

Basic 16,294 16,731

Diluted 16,620 17,181

Fiscal Year 2026

(in thousands, except per share data)

GAAP Results

52 Weeks Ended 52 Weeks Ended

August 29, 2026 August 30, 2025

Net sales $ 20,338,555 $ 18,938,717

Cost of sales 9,693,581 8,972,243

Gross profit 10,644,974 9,966,474

Operating, SG&A expenses 6,921,660 6,356,318

Operating profit (EBIT) 3,723,314 3,610,156

Interest expense, net 472,614 475,824

Income before taxes 3,250,700 3,134,332

Income tax expense 677,923 636,085

Net income $ 2,572,777 $ 2,498,247

Net income per share:

Basic $ 156.11 $ 148.80

Diluted $ 152.55 $ 144.87

Weighted average shares outstanding:

Basic 16,481 16,789

Diluted 16,865 17,245

Selected Balance Sheet Information

(in thousands)

August 29, 2026 August 30, 2025

Cash and cash equivalents $ 326,115 $ 271,803

Merchandise inventories 7,735,560 7,025,688

Current assets 9,106,134 8,341,379

Property and equipment, net 8,056,120 7,062,509

Operating lease right-of-use assets 3,470,379 3,194,666

Total assets 21,630,510 19,355,324

Accounts payable 8,596,585 8,025,590

Current liabilities 10,106,530 9,519,397

Operating lease liabilities, less current portion 3,369,119 3,093,936

Total Debt 9,078,320 8,799,775

Stockholders' deficit (2,502,470 ) (3,414,313 )

Working capital (1,000,396 ) (1,178,018 )

AutoZone's 4th Quarter Highlights - Fiscal 2026

Condensed Consolidated Statements of Operations

Adjusted Debt / EBITDAR

(in thousands, except adjusted debt to EBITDAR ratio)

52 Weeks Ended

August 29, 2026 August 30, 2025

Net income $ 2,572,777 $ 2,498,247

Add: Interest expense 472,614 475,824

Income tax expense 677,923 636,085

EBIT 3,723,314 3,610,156

Add: Depreciation and amortization 684,265 613,199

Rent expense(1) 500,020 463,031

Share-based expense 136,804 124,717

EBITDAR $ 5,044,403 $ 4,811,103

Debt $ 9,078,320 $ 8,799,775

Financing lease liabilities 417,328 399,940

Add: Rent x 6(1) 3,000,120 2,778,186

Adjusted debt $ 12,495,768 $ 11,977,901

Adjusted debt to EBITDAR 2.5 2.5

Adjusted Return on Invested Capital (ROIC)

(in thousands, except ROIC)

52 Weeks Ended

August 29, 2026 August 30, 2025

Net income $ 2,572,777 $ 2,498,247

Adjustments:

Interest expense 472,614 475,824

Rent expense(1) 500,020 463,031

Tax effect(2) (203,281 ) (190,588 )

Adjusted after-tax return $ 3,342,130 $ 3,246,514

Average debt(3) $ 8,884,947 $ 8,948,381

Average stockholders' deficit(3) (2,967,742 ) (4,253,805 )

Add: Rent x 6(1) 3,000,120 2,778,186

Average financing lease liabilities(3) 415,701 396,323

Invested capital $ 9,333,026 $ 7,869,085

Adjusted After-Tax ROIC 35.8 % 41.3 %

(1)The table below outlines the calculation of rent expense and reconciles rent expense to total lease cost, per ASC 842, the most directly comparable GAAP financial measure, for the 52 weeks ended August 29, 2026, and August 30, 2025.

52 Weeks Ended

(in thousands) August 29, 2026 August 30, 2025

Total lease cost, per ASC 842 $ 673,134 $ 626,625

Less: Financing lease interest and amortization (125,127 ) (119,801 )

Less: Variable operating lease components, related to insurance and common area maintenance (47,987 ) (43,793 )

Rent expense $ 500,020 $ 463,031

(2)Effective tax rate for fiscal 2026 and 2025 was 20.9% and 20.3%, respectively.

(3)All averages are computed based on trailing five quarter balances.

Other Selected Financial Information

(in thousands)

August 29, 2026 August 30, 2025

Cumulative share repurchases ($ since fiscal 1998) $ 40,543,302 $ 38,517,689

Remaining share repurchase authorization ($) 1,606,698 632,311

Cumulative share repurchases (shares since fiscal 1998) 156,208 155,629

Shares outstanding, end of quarter 16,173 16,665

16 Weeks Ended 16 Weeks Ended 52 Weeks Ended 52 Weeks Ended

August 29, 2026 August 30, 2025 August 29, 2026 August 30, 2025

Depreciation and amortization $ 220,139 $ 197,412 $ 684,265 $ 613,199

Cash flow from operations 1,183,259 990,819 3,302,846 3,155,401

Capital spending 498,769 479,698 1,496,255 1,365,321

AutoZone's 4th Quarter Highlights - Fiscal 2026

Condensed Consolidated Statements of Operations

Selected Operating Highlights

Store Count & Square Footage

16 Weeks Ended 16 Weeks Ended 52 Weeks Ended 52 Weeks Ended

August 29, 2026 August 30, 2025 August 29, 2026 August 30, 2025

Domestic:

Beginning stores 6,766 6,537 6,627 6,432

Stores opened 97 91 236 196

Stores closed - (1 ) - (1 )

Ending domestic stores 6,863 6,627 6,863 6,627

Relocated stores 2 4 10 9

Stores with commercial programs 6,443 6,098 6,443 6,098

Square footage (in thousands) 45,934 44,138 45,934 44,138

Mexico:

Beginning stores 933 838 883 794

Stores opened 68 45 118 89

Ending Mexico stores 1,001 883 1,001 883

Brazil:

Beginning stores 157 141 147 127

Stores opened 10 6 20 20

Ending Brazil stores 167 147 167 147

Total 8,031 7,657 8,031 7,657

Total Company stores opened, net 175 141 374 304

Square footage (in thousands) 54,661 51,818 54,661 51,818

Square footage per store 6,806 6,767 6,806 6,767

Sales Statistics

($ in thousands, except sales per average square foot)

16 Weeks Ended 16 Weeks Ended 52 Weeks Ended 52 Weeks Ended

Total AutoZone Stores (Domestic, Mexico and Brazil) August 29, 2026 August 30, 2025 August 29, 2026 August 30, 2025

Sales per average store $ 830 $ 823 $ 2,593 $ 2,523

Sales per average square foot $ 122 $ 122 $ 382 $ 374

Domestic Commercial

Total domestic commercial sales $ 1,912,981 $ 1,761,960 $ 5,762,414 $ 5,212,294

% Increase vs. LY 8.6 % 6.0 % 10.6 % 6.7 %

Average sales per program per week $ 18.7 $ 18.2 $ 17.7 $ 16.7

% Increase vs. LY 2.7 % 9.0 % 6.0 % 5.0 %

16 Weeks Ended 16 Weeks Ended 52 Weeks Ended 52 Weeks Ended

Same store sales (1) August 29, 2026 August 30, 2025 August 29, 2026 August 30, 2025

Domestic 1.6 % 4.8 % 3.3 % 3.2 %

International 10.7 % 2.1 % 13.5 % (3.2 %)

Total Company 2.7 % 4.5 % 4.5 % 2.4 %

International - Constant Currency 1.3 % 7.2 % 2.2 % 9.3 %

Total Company - Constant Currency 1.5 % 5.1 % 3.2 % 3.9 %

(1) Same store sales are based on sales for all stores open at least one year. Constant Currency same store sales exclude the impact of fluctuations of foreign currency exchange rates by converting both the current year and prior year international results at the prior year foreign currency exchange rate.

Inventory Statistics (Total Stores)

as of as of

August 29, 2026 August 30, 2025

Accounts payable/inventory 111.1 % 114.2 %

($ in thousands)

Inventory $ 7,735,560 $ 7,025,688

Inventory per store 963 918

Net inventory (net of payables) (861,025 ) (999,902 )

Net inventory/per store (107 ) (131 )

Trailing 5 Quarters

August 29, 2026 August 30, 2025

Inventory turns 1.3 x 1.4 x

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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