AZO COO receives 4,049 options; vesting through second anniversary

Rhea-AI Filing Summary

AutoZone (AZO) reported a Form 4 for its COO covering an option grant on 10/10/2025. The executive received 4,049 non‑qualified stock options with an exercise price of $4,075.31 per share (code A). The options were granted under the AutoZone, Inc. 2020 Omnibus Incentive Award Plan.

The award vests as follows: 50% on the grant date and 25% on each of the first and second anniversaries of that date, and carries an expiration date of 10/10/2035.

Following the reported transaction, the executive beneficially owns 1,795.3 shares directly and 1,436 shares indirectly through a trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Newbern Thomas B

(Last) (First) (Middle)

123 SOUTH FRONT STREET

(Street)

MEMPHIS TN 38103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AUTOZONE INC [ AZO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	COO

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								1,795.3	D
Common Stock								1,436	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$4,075.31	10/10/2025	10/10/2025	A		4,049		10/15/2027(1)	10/10/2035	Common Stock	4,049	$0.0000	4,049	D

Explanation of Responses:

1. Options granted in accordance with the AutoZone, Inc. 2020 Omnibus Incentive Award Plan, with 50% of award exercisable on the date shown and 25% exercisable on each of the first and second anniversaries of the date shown.

	/s/ Thomas B. Newbern	10/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did AutoZone (AZO) disclose in this Form 4?

An option grant to the COO for 4,049 non‑qualified stock options at an exercise price of $4,075.31 per share on 10/10/2025.

What is the vesting schedule for the AZO COO’s options?

Per the plan, 50% vests on the grant date and 25% vests on each of the first and second anniversaries of the grant date.

When do the granted options expire?

The options have an expiration date of 10/10/2035.

How many AZO shares does the reporting person own after the transaction?

Beneficial ownership reported as 1,795.3 shares direct and 1,436 shares indirect via a trust.

What was the transaction code used?

Transaction code A, which indicates an award/grant of a security.

What plan governs the option grant?

The grant was made under the AutoZone, Inc. 2020 Omnibus Incentive Award Plan.