AZO CEO reports option exercise and 646-share transfer to trust

Rhea-AI Filing Summary

AutoZone (AZO) President & CEO Philip B. Daniele reported insider transactions. On 10/09/2025, he exercised options and acquired 500 shares of common stock at an exercise price of $587.13 (Code M). On 10/13/2025, he transferred 646 shares to Family Trust #1 for no consideration (Code G); he is trustee and remains the beneficial owner of the trust’s holdings.

Following these transactions, his beneficial ownership was 54.5963 shares held directly and 1,448 shares held indirectly as trustee. On 10/10/2025, he was granted non‑qualified stock options for 4,253 shares at an exercise price of $4,075.31 (exercisable beginning 10/15/2027, expiring 10/10/2035) and for 1,417 shares at $4,482.84 (exercisable 10/15/2030, expiring 10/10/2035).

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).

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)
10/09/2025

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	10/09/2025		M		500	A	$587.13	700.5963	D
Common Stock	10/13/2025		G		646	D	$0.0000	54.5963	D(1)
Common Stock								1,448	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	10/09/2025		M			500	(2)	09/27/2027	Common Stock	500	$0.0000	4,960	D
Non-Qualified Stock Option (right to buy)	$4,075.31	10/10/2025		A		4,253		10/15/2027(3)	10/10/2035	Common Stock	4,253	$0.0000	4,253	D
Non-Qualified Stock Option (right to buy)(4)	$4,482.84	10/10/2025		A		1,417		10/15/2030	10/10/2035	Common Stock	1,417	$0.0000	1,417	D

Explanation of Responses:

1. On October 13, 2025, the reporting person transferred 646 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's immediate 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 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.

3. 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.

4. Options granted in accordance with the AutoZone, Inc. 2020 Omnibus Incentive Award Plan.

	/s/ Philip B. Daniele	10/14/2025
	** Signature of Reporting Person	Date
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