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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): October 8, 2025
_______________________________
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 8, 2025, the Board of Directors (the “Board”) of AutoZone, Inc. (the “Company”) approved the transition of William C. Rhodes, III from his current role as Executive Chairman of the Board to the role of Chairman, effective January 2026. Following the effective date of this transition, Mr. Rhodes will be compensated according to the Company’s standard compensation policies for non-employee directors. In addition, Mr. Rhodes will receive $250,000 annually in the form of immediately vested restricted stock units for his service as Chairman of the Board.
Item 8.01. Other Events.
Also on October 8, 2025, the Company issued a press release announcing that the Board has authorized the repurchase of an additional $1.5 billion of the Company’s common stock in connection with its ongoing share repurchase program. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | | Description |
| | | |
| 99.1 | | Press Release dated October 8, 2025 |
| 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: October 8, 2025 | By: | /s/ Jenna M. Bedsole |
| | | Jenna M. Bedsole |
| | | Senior Vice President, General Counsel and Secretary |
| | | |
