AutoZone (AZO) CEO reports 500-share option exercise, trust gift

Rhea-AI Filing Summary

AutoZone Inc. President & CEO Philip B. Daniele reported exercising 500 non-qualified stock options at $587.13 per share, receiving 500 shares of common stock. He then transferred those 500 shares for no consideration to Family Trust #1, where he serves as trustee and his immediate family members are the sole beneficiaries, so he remains the beneficial owner. After these transactions, he directly holds 554.5963 shares of AutoZone common stock and indirectly holds 1,948 shares through the family trust. He also continues to hold 1,927 non-qualified stock options granted under the AutoZone, Inc. 2011 Equity Incentive Award Plan, which are scheduled to expire on September 27, 2027.

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

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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).

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)
12/11/2025

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	12/11/2025		M		500	A	$587.13	554.5963	D
Common Stock	12/15/2025		G		500	D	$0.0000	54.5963	D(1)
Common Stock								1,948	I(1)	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	12/11/2025		M			500	(2)	09/27/2027	Common Stock	500	$0.0000	1,927	D

Explanation of Responses:

1. On December 15, 2025, the reporting person transferred 500 shares of AZO common stock to Family Trust #1 for no consideration. The reporting person is trustee of the trust, and members of the reporting person'simmediate family are the sole beneficiaries of the trust. The reporting person remains the beneficial owner of the securities held by the trust.

2. Options granted in accordance with the 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	12/15/2025
	** 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).
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FAQ

What insider stock transactions did AutoZone (AZO) CEO Philip Daniele report?

Philip B. Daniele reported exercising 500 non-qualified stock options for AutoZone common stock and then transferring 500 shares to Family Trust #1 for no consideration.

How many AutoZone shares did the CEO transfer to Family Trust #1 and on what terms?

The CEO transferred 500 shares of AutoZone common stock to Family Trust #1 on December 15, 2025 for no consideration.

At what price were the reported AutoZone stock options exercised?

The non-qualified stock options were exercised at an exercise price of $587.13 per share for 500 shares of AutoZone common stock.

What are Philip Daniele's AutoZone shareholdings after these transactions?

After the transactions, Philip Daniele directly owns 554.5963 shares of AutoZone common stock and indirectly owns 1,948 shares as trustee of Family Trust #1.

How many AutoZone stock options does the CEO still hold after exercising 500 options?

Following the exercise, Philip Daniele continues to hold 1,927 non-qualified stock options for AutoZone common stock.

Under what plan were the reported AutoZone stock options granted?

The options were granted under the AutoZone, Inc. 2011 Equity Incentive Award Plan and became exercisable in one-fourth increments on September 26, 2018, 2019, 2020, and 2021.

When do the reported AutoZone stock options held by the CEO expire?

The remaining non-qualified stock options reported for Philip Daniele are scheduled to expire on September 27, 2027.