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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 7, 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. |
On
July 7, 2026, AutoZone, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”),
by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC, Truist Securities, Inc., and U.S. Bancorp Investments,
Inc., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed
to issue and sell to the Underwriters, and the Underwriters agreed to purchase, $850,000,000 aggregate principal amount of the Company’s
4.950% Notes due 2031 (the “Notes”). The Underwriting Agreement contains customary representations, warranties and agreements
of the Company and customary conditions to closing, indemnification rights and obligations of the parties and termination provisions.
The description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which
is attached hereto as Exhibit 1.1.
Certain
of the Underwriters or their respective affiliates have, from time to time, performed, and may in the future perform, various financial
advisory, commercial banking and investment banking services for the Company and its affiliates, for which they received or will receive
customary fees and expense reimbursement. Certain of the Underwriters or their affiliates are lenders and/or agents under the Company’s
existing revolving credit facilities.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated July 7, 2026, by and among the
Company and BofA Securities, Inc., J.P. Morgan Securities LLC, Truist Securities, Inc., and U.S. Bancorp Investments, Inc., as representatives
of the several underwriters named therein. |
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 9, 2026 |
By: |
/s/ Jamere Jackson |
| |
|
Jamere Jackson |
| |
|
Chief Financial Officer |
