AutoZone (NYSE: AZO) sells 4.950% senior notes due 2031

Rhea-AI Filing Summary

AutoZone, Inc. completed the sale of $850,000,000 million aggregate principal amount of its 4.950% Senior Notes due 2031, offered under a shelf registration statement on Form S-3 and related prospectus supplement. The notes bear interest at 4.950% per year, payable semi-annually on January 15 and July 15, beginning January 15, 2027, and mature on July 15, 2031.

The notes are senior unsecured debt obligations, ranking equally with AutoZone’s other senior unsecured liabilities and senior to any future subordinated indebtedness. They include covenants limiting liens, sale and leaseback transactions, and mergers or major asset sales, customary events of default with acceleration rights for holders of 25% in aggregate principal amount, issuer call redemption on 10–60 days’ notice at specified prices, and change-of-control triggering events that allow holders to require repurchase.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Aggregate principal amount of Notes: $850,000,000 million Coupon rate: 4.950% per year First interest payment date: January 15, 2027 +4 more

7 metrics

Aggregate principal amount of Notes $850,000,000 million Aggregate principal amount of 4.950% Senior Notes due 2031

Coupon rate 4.950% per year Fixed interest rate on the Senior Notes due 2031

First interest payment date January 15, 2027 Interest payable semi-annually on January 15 and July 15, beginning 2027

Maturity date July 15, 2031 Stated maturity of the 4.950% Senior Notes

Default acceleration threshold 25% Holders of 25% in aggregate principal amount may declare Notes due upon default

Minimum redemption notice period 10 days Minimum notice the Company must give before redeeming Notes

Maximum redemption notice period 60 days Maximum notice the Company may give before redeeming Notes

Key Terms

senior unsecured debt obligations, Indenture, sale and leaseback transactions, change of control triggering event, +1 more

5 terms

senior unsecured debt obligations financial

"The Notes are senior unsecured debt obligations of the Company"

Indenture regulatory

"The Notes were issued pursuant to an Indenture dated as of August 8, 2003"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

sale and leaseback transactions financial

"restricting the Company’s ability, subject to certain exceptions, to enter into sale and leaseback transactions"

change of control triggering event financial

"If a change of control triggering event, as defined in the Officers’ Certificate, occurs"

A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.

shelf registration statement regulatory

"offered and sold pursuant to the Company’s shelf registration statement filed"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

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Understanding 8-K Material Events →

Available on EDGAR 07/14/2026 - 04:36 PM Accepted by SEC EDGAR 07/14/2026 - 04:36 PM Learn about SEC filing dates

FAQ

What debt securities did AutoZone (AZO) issue on July 14, 2026?

AutoZone, Inc. (AZO) completed the sale of 4.950% Senior Notes due 2031 with an aggregate principal amount of $850,000,000 million. These notes are senior unsecured obligations issued under an Indenture dated August 8, 2003, and sold using a shelf registration on Form S-3.

What is the interest rate and payment schedule on AutoZone’s (AZO) 2031 notes?

The 2031 notes carry a fixed interest rate of 4.950% per year. AutoZone will pay interest semi-annually on January 15 and July 15 each year, beginning January 15, 2027, providing predictable interest payments over the life of the notes.

When do AutoZone’s (AZO) 4.950% Senior Notes due 2031 mature?

AutoZone’s 4.950% Senior Notes mature on July 15, 2031. At that time, the company must repay the full principal amount, subject to any earlier redemptions or repurchases that may occur under optional redemption or change-of-control provisions described in the notes’ terms.

What key covenants are included in AutoZone’s (AZO) 4.950% notes?

These notes include customary covenants. AutoZone is restricted, subject to exceptions, from incurring debt secured by liens, entering into sale and leaseback transactions, or merging, consolidating or selling substantially all assets, unless conditions in the Indenture and Officers’ Certificate are satisfied.

How can AutoZone’s (AZO) 2031 notes be accelerated after a default?

If certain events of default occur and any applicable grace period expires, the trustee or holders of at least 25% in aggregate principal amount of the notes may declare them immediately due and payable, as provided in the Indenture governing the notes.

What happens to AutoZone’s (AZO) 2031 notes if there is a change of control?

If a change of control triggering event occurs and AutoZone does not exercise its option to redeem the notes, holders may require the company to repurchase their notes at specified prices set out in the applicable Officers’ Certificate for the 4.950% Senior Notes due 2031.

Under what registration did AutoZone (AZO) offer the 4.950% notes?

The notes were offered and sold pursuant to AutoZone’s shelf registration statement on Form S-3, filed July 7, 2026, and a prospectus supplement dated July 7, 2026, filed July 9, 2026, allowing efficient access to the public debt markets.

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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

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-4.1 EXHIBIT 4.1 107.6 KB
• EX-5.1 EXHIBIT 5.1 18.1 KB
• EX-5.2 EXHIBIT 5.2 13.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB