AZO CEO reports option exercise and share sales, holdings updated

Rhea-AI Filing Summary

AutoZone (AZO) President & CEO Philip B. Daniele reported insider transactions. On 10/17/2025 he exercised 2,533 non‑qualified stock options at $587.13 per share, then sold multiple small tranches of common stock at disclosed weighted‑average prices (e.g., $4,023.45, $4,025.10, $4,028.40). After these trades, he held 54.5963 shares directly and 1,448 shares indirectly as trustee for Family Trust #1.

Insights

Governance & Insider Transactions Analyst

Routine Form 4: option exercise followed by sales; neutral impact.

Philip B. Daniele exercised 2,533 non‑qualified options at an exercise price of $587.13 on 10/17/2025, then executed several open‑market sales at disclosed weighted‑average prices. These are personal transactions reported under Section 16.

The filing lists post‑transaction holdings of 54.5963 shares directly and 1,448 shares held indirectly as trustee. Market impact depends on trading volume and holder activity; the disclosure is administrative in nature.

Insider Trade Summary

Net Seller: 2,533 shares ($10,184,893)

Net Sell 13 txns

Insider Daniele Philip B.

Role President & CEO

Sold 2,533 shs ($10.18M)

Type	Security	Shares	Price	Value
Exercise	Non-Qualified Stock Option (right to buy)	2,533	$0.00	--
Exercise	Common Stock	2,533	$587.13	$1.49M
Sale	Common Stock	36	$4,023.45	$145K
Sale	Common Stock	92	$4,025.10	$370K
Sale	Common Stock	136	$4,028.40	$548K
Sale	Common Stock	207	$4,018.18	$832K
Sale	Common Stock	225	$4,026.56	$906K
Sale	Common Stock	283	$4,016.53	$1.14M
Sale	Common Stock	321	$4,015.27	$1.29M
Sale	Common Stock	351	$4,022.77	$1.41M
Sale	Common Stock	428	$4,020.35	$1.72M
Sale	Common Stock	454	$4,021.71	$1.83M
holding	Common Stock	--	--	--

Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 2,427 shares (Direct); Common Stock — 2,587.596 shares (Direct); Common Stock — 1,448 shares (Indirect, As Trustee for Family Trust #1)

Footnotes (1)

1. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $4,023.41 - $4,023.65 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $4,024.67 - $4,025.50 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $4,028.09 - $4,028.61 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $4,025.84 - $4,026.80 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $4,016.08 - $4,016.82 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $4,015.00 - $4,015.72 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $4,022.37 - $4,023.21 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $4,020.04 - $4,021.00 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $4,021.37 - $4,022.00 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. Options granted in accordance with the Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan and exercisable in one-fourth increments on September 26, 2018, 2019, 2020 and 2021, respectively.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Daniele Philip 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)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/17/2025

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	10/17/2025		M		2,533	A	$587.13	2,587.5963	D
Common Stock	10/17/2025		S		36	D	$4,023.45(1)	2,551.5963	D
Common Stock	10/17/2025		S		92	D	$4,025.1(2)	2,459.5963	D
Common Stock	10/17/2025		S		136	D	$4,028.4(3)	2,323.5963	D
Common Stock	10/17/2025		S		207	D	$4,018.18	2,116.5963	D
Common Stock	10/17/2025		S		225	D	$4,026.56(4)	1,891.5963	D
Common Stock	10/17/2025		S		283	D	$4,016.53(5)	1,608.5963	D
Common Stock	10/17/2025		S		321	D	$4,015.27(6)	1,287.5963	D
Common Stock	10/17/2025		S		351	D	$4,022.77(7)	936.5963	D
Common Stock	10/17/2025		S		428	D	$4,020.35(8)	508.5963	D
Common Stock	10/17/2025		S		454	D	$4,021.71(9)	54.5963	D
Common Stock								1,448	I	As Trustee for Family Trust #1

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)	$587.13	10/17/2025		M			2,533	(10)	09/27/2027	Common Stock	2,533	$0.0000	2,427	D

Explanation of Responses:

1. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $4,023.41 - $4,023.65 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

2. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $4,024.67 - $4,025.50 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

3. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $4,028.09 - $4,028.61 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

4. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $4,025.84 - $4,026.80 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

5. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $4,016.08 - $4,016.82 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

6. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $4,015.00 - $4,015.72 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

7. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $4,022.37 - $4,023.21 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

8. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $4,020.04 - $4,021.00 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

9. This price represents the weighted average price per Share, of Issuer, of sales that were executed at prices ranging from $4,021.37 - $4,022.00 per Share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

10. Options granted in accordance with the Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan and exercisable in one-fourth increments on September 26, 2018, 2019, 2020 and 2021, respectively.

	/s/ Philip B. Daniele	10/20/2025
	** 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 insider activity did AZO report?

The President & CEO exercised 2,533 options at $587.13 per share and sold multiple tranches of common stock on 10/17/2025.

What were the reported sale prices for AZO shares?

Sales were reported at weighted‑average prices per tranche, including $4,023.45, $4,025.10, $4,028.40, with detailed ranges provided for each.

How many AZO shares did the CEO hold after the transactions?

Post‑transaction holdings were 54.5963 shares directly and 1,448 shares indirectly as trustee for Family Trust #1.

What type of derivative security was exercised in the AZO filing?

Non‑qualified stock options (right to buy) with an exercise price of $587.13 were exercised for 2,533 underlying common shares.

When did the reported AZO transactions occur?

All reported transactions occurred on 10/17/2025.

What is the option grant context mentioned?

The options were granted under the Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan and were exercisable in four annual tranches beginning 2018.