Form 8-K

8-K — AUTOZONE INC

Accession: 0001171843-26-003674

Filed: 2026-05-26

Period: 2026-05-26

CIK: 0000866787

SIC: 5531 (RETAIL-AUTO & HOME SUPPLY STORES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — f8k_052526.htm (Primary)

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Filename: f8k_052526.htm · Sequence: 1

Form 8-K

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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): May 26, 2026

_______________________________

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 2.02. Results of Operations and Financial Condition.

On May 26, 2026, AutoZone, Inc. issued a press release announcing its earnings for the fiscal quarter ended May 9, 2026 which is furnished as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release, dated May 26, 2026

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: May 26, 2026 By: /s/ Jamere Jackson

Jamere Jackson

Chief Financial Officer

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: exh_991.htm · Sequence: 2

EdgarFiling

EXHIBIT 99.1

AutoZone 3rd Quarter Total Company Same Store Sales Increase 3.9%; Domestic Same Store Sales Increase 4.1%; EPS of $38.07

MEMPHIS, Tenn., May 26, 2026 (GLOBE NEWSWIRE) -- AutoZone, Inc. (NYSE: AZO) today reported net sales of $4.8 billion for its third quarter (12 weeks) ended May 9, 2026, an increase of 8.4% from the third quarter of fiscal 2025 (12 weeks). Same store sales, or sales for our domestic and international stores open at least one year, are as follows:

Constant Currency Constant Currency

12 Weeks 12 Weeks* 36 Weeks 36 Weeks*

Domestic 4.1 % 4.1 % 4.2 % 4.2 %

International 16.6 % 1.6 % 15.0 % 2.6 %

Total Company 5.5 % 3.9 % 5.4 % 4.0 %

* Excludes impacts from fluctuations of foreign exchange rates.

For the quarter, gross profit, as a percentage of sales, was 52.2%, a decrease of 57 basis points versus the prior year. The decrease in gross margin was driven by a 77 basis point net non-cash LIFO impact partially offset by other gross margin improvements. Operating expenses, as a percentage of sales, were 33.1% versus last year at 33.3% with leverage driven by strong top line sales growth and expense management.

Operating profit increased 6.6% to $923.8 million. Net income for the quarter was $641.5 million compared to $608.4 million in the same period last year, while diluted earnings per share were $38.07 compared to last year at $35.36.

Under its share repurchase program, AutoZone repurchased 164 thousand shares of its common stock at an average price per share of $3,582, for a total investment of $586.3 million. At the end of the third quarter, the Company had $0.8 billion remaining under its current share repurchase authorization.

The Company’s inventory increased 10.8% over the same period last year, driven primarily by growth initiatives and inflation. Net inventory, defined as merchandise inventories less accounts payable, on a per store basis, was negative $107 thousand versus negative $142 thousand last year and negative $105 thousand last quarter.

“I want to thank our AutoZoners across the globe for delivering on our promise of “WOW” customer service and strong financial results this past quarter. Along with strong domestic sales results, we managed our expenses well and returned to an operating margin north of 19% for the quarter. We continue to execute well on our growth strategies behind strong execution. Domestically, both DIY and Commercial sales grew impressively this past quarter, while our international sales, in constant currency, continued to be challenged as both Mexico and Brazil performed similarly to last quarter. While international performance has been below our plan, we believe our market share continues to grow as we outpace our competition in both international marketplaces. We were also pleased to have opened 82 new stores globally in the quarter, in line with our current expectations to open approximately 355-365 stores for the full fiscal year. As we remain focused on gaining market share in our industry, we will stay committed to a disciplined approach of increasing earnings and cash flows to drive shareholder value,” said Phil Daniele, President and Chief Executive Officer.

During the quarter ended May 9, 2026, AutoZone opened 57 new stores in the U.S., 20 in Mexico and five in Brazil for a total of 82 new stores. As of May 9, 2026, the Company had 6,766 stores in the U.S., 933 in Mexico and 157 in Brazil for a total store count of 7,856.

AutoZone is a leading retailer and distributor of automotive replacement parts and accessories in the Americas. Each store carries an extensive product line for cars, sport utility vehicles, vans and light duty trucks, including new and remanufactured automotive hard parts, maintenance items, accessories, and non-automotive products. The majority of stores have a commercial sales program that provides prompt delivery of parts and other products and commercial credit to local, regional and national repair garages, dealers, service stations, fleet owners and other accounts. AutoZone also sells automotive hard parts, maintenance items, accessories and non-automotive products through www.autozone.com, and our commercial customers can make purchases through www.autozonepro.com. Additionally, we sell the ALLDATA brand of automotive diagnostic, repair, collision and shop management software through www.alldata.com. We also provide product information on our Duralast branded products through www.duralastparts.com. AutoZone does not derive revenue from automotive repair or installation services.

AutoZone will host a conference call this morning, Tuesday, May 26, 2026, beginning at 10:00 a.m. (ET) to discuss its third quarter results. This call is being webcast and can be accessed, along with supporting slides, at AutoZone’s website at www.autozone.com by clicking on Investor Relations. Investors may also listen to the call by dialing (888) 506-0062, passcode AUTOZONE. In addition, a telephone replay will be available by dialing (877) 481-4010, replay passcode 53849 through June 23, 2026.

This release includes certain financial information not derived in accordance with generally accepted accounting principles (“GAAP”). These non-GAAP measures include adjustments to reflect return on invested capital, adjusted debt and adjusted debt to earnings before interest, taxes, depreciation, amortization, rent and share-based expense (“EBITDAR”). The Company believes that the presentation of these non-GAAP measures provides information that is useful to investors as it indicates more clearly the Company’s comparative year-to-year operating results, but this information should not be considered a substitute for any measures derived in accordance with GAAP. Management targets the Company’s capital structure in order to maintain its investment grade credit ratings. The Company believes this is important information for the management of its debt levels and share repurchases. We have included a reconciliation of this additional information to the most comparable GAAP measures in the accompanying reconciliation tables.

Certain statements herein constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically use words such as “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “seek,” “may,” “could” and similar expressions. These statements are based on assumptions and assessments made by our management in light of experience, historical trends, current conditions, expected future developments and other factors that we believe appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including without limitation: product demand, due to changes in fuel prices, miles driven or otherwise; energy prices; weather, including extreme temperatures and natural disasters; competition; credit market conditions; cash flows; access to financing on favorable terms; future stock repurchases; the impact of recessionary conditions; consumer debt levels; changes in laws or regulations; risks associated with self-insurance; war and the prospect of war, including terrorist activity; public health issues; inflation, including wage inflation; exchange rates; the ability to hire, train and retain qualified employees, including members of management; construction delays; failure or interruption of our information technology systems; issues relating to the confidentiality, integrity or availability of information, including due to cyber-attacks; historic sales and profit growth rate sustainability; downgrade of our credit ratings; damage to our reputation; challenges associated with doing business in and expanding into international markets; origin and raw material costs of suppliers; inventory availability; disruption in our supply chain; tariffs, trade policies and other geopolitical factors; new accounting standards; our ability to execute our growth initiatives; and other business interruptions. These and other risks and uncertainties are discussed in more detail in the “Risk Factors” section contained in Item 1A under Part 1 of our Annual Report on Form 10-K for the year ended August 30, 2025. Forward-looking statements are not guarantees of future performance and actual results may differ materially from those contemplated by such forward-looking statements. Events described above and in the “Risk Factors” section could materially and adversely affect our business. However, it is not possible to identify or predict all such risks and other factors that could affect these forward-looking statements. Forward-looking statements speak only as of the date made. Except as required by applicable law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information:

Financial: Brian Campbell at (901) 495-7005, brian.campbell@autozone.com

Media: Jennifer Hughes at (901) 495-6022, jennifer.hughes@autozone.com

AutoZone's 3rd Quarter Highlights - Fiscal 2026

Condensed Consolidated Statements of Operations

3rd Quarter, FY2026

(in thousands, except per share data)

GAAP Results

12 Weeks Ended 12 Weeks Ended

May 9, 2026 May 10, 2025

Net sales $ 4,840,950 $ 4,464,339

Cost of sales 2,316,376 2,110,816

Gross profit 2,524,574 2,353,523

Operating, SG&A expenses 1,600,818 1,487,349

Operating profit (EBIT) 923,756 866,174

Interest expense, net 110,490 111,285

Income before taxes 813,266 754,889

Income tax expense 171,775 146,449

Net income $ 641,491 $ 608,440

Net income per share:

Basic $ 38.95 $ 36.33

Diluted $ 38.07 $ 35.36

Weighted average shares outstanding:

Basic 16,468 16,746

Diluted 16,852 17,207

Year-To-Date 3rd Quarter, FY2026

(in thousands, except per share data)

GAAP Results

36 Weeks Ended 36 Weeks Ended

May 9, 2026 May 10, 2025

Net sales $ 13,743,677 $ 12,695,991

Cost of sales 6,616,431 5,946,010

Gross profit 7,127,246 6,749,981

Operating, SG&A expenses 4,720,865 4,335,891

Operating profit (EBIT) 2,406,381 2,414,090

Interest expense, net 323,929 327,736

Income before taxes 2,082,452 2,086,354

Income tax expense 441,278 425,057

Net income $ 1,641,174 $ 1,661,297

Net income per share:

Basic $ 99.08 $ 98.80

Diluted $ 96.69 $ 96.17

Weighted average shares outstanding:

Basic 16,564 16,815

Diluted 16,974 17,274

Selected Balance Sheet Information

(in thousands)

May 9, 2026 May 10, 2025 August 30, 2025

Cash and cash equivalents $ 253,729 $ 268,625 $ 271,803

Merchandise inventories 7,559,056 6,822,881 7,025,688

Current assets 8,934,569 7,985,711 8,341,379

Property and equipment, net 7,796,988 6,727,218 7,062,509

Operating lease right-of-use assets 3,413,970 3,145,590 3,194,666

Total assets 20,916,463 18,621,983 19,355,324

Accounts payable 8,401,277 7,887,417 8,025,590

Current liabilities 10,035,313 9,465,535 9,519,397

Operating lease liabilities, less current portion 3,278,354 3,020,664 3,093,936

Total Debt 9,016,477 8,853,110 8,799,775

Stockholders' deficit (2,784,552 ) (3,974,405 ) (3,414,313 )

Working capital (1,100,744 ) (1,479,824 ) (1,178,018 )

AutoZone's 3rd Quarter Highlights - Fiscal 2026

Condensed Consolidated Statements of Operations

Adjusted Debt / EBITDAR

(in thousands, except adjusted debt to EBITDAR ratio)

Trailing 4 Quarters

May 9, 2026 May 10, 2025

Net income $ 2,478,124 $ 2,563,505

Add: Interest expense 472,017 480,888

Income tax expense 652,306 666,378

EBIT 3,602,447 3,710,771

Add: Depreciation and amortization 661,538 591,126

Rent expense(1) 486,779 465,339

Share-based expense 136,774 120,516

EBITDAR $ 4,887,538 $ 4,887,752

Debt $ 9,016,477 $ 8,853,110

Financing lease liabilities 455,363 407,487

Add: Rent x 6(1) 2,920,674 2,792,034

Adjusted debt $ 12,392,514 $ 12,052,631

Adjusted debt to EBITDAR 2.5 2.5

Adjusted Return on Invested Capital (ROIC)

(in thousands, except ROIC)

Trailing 4 Quarters

May 9, 2026 May 10, 2025

Net income $ 2,478,124 $ 2,563,505

Adjustments:

Interest expense 472,017 480,888

Rent expense(1) 486,779 465,339

Tax effect(2) (199,430 ) (194,922 )

Adjusted after-tax return $ 3,237,490 $ 3,314,810

Average debt(3) $ 8,839,905 $ 8,987,683

Average stockholders' deficit(3) (3,262,129 ) (4,538,590 )

Add: Rent x 6(1) 2,920,674 2,792,034

Average financing lease liabilities(3) 413,733 385,328

Invested capital $ 8,912,183 $ 7,626,455

Adjusted After-Tax ROIC 36.3 % 43.5 %

(1)The table below outlines the calculation of rent expense and reconciles rent expense to total lease cost, per ASC 842, the most directly comparable GAAP financial measure, for the trailing four quarters ended May 9, 2026, and May 10, 2025.

Trailing 4 Quarters

(in thousands) May 9, 2026 May 10, 2025

Total lease cost, per ASC 842 $ 657,326 $ 625,740

Less: Financing lease interest and amortization (124,052 ) (117,287 )

Less: Variable operating lease components, related to insurance and common area maintenance (46,495 ) (43,114 )

Rent expense $ 486,779 $ 465,339

(2)Effective tax rate over the trailing four quarters ended May 9, 2026, and May 10, 2025, was 20.8% and 20.6%, respectively.

(3)All averages are computed based on trailing five quarter balances.

Other Selected Financial Information

(in thousands)

May 9, 2026 May 10, 2025

Cumulative share repurchases ($ since fiscal 1998) $ 39,845,837 $ 38,070,948

Remaining share repurchase authorization ($) 804,163 1,079,052

Cumulative share repurchases (shares since fiscal 1998) 155,985 155,512

Shares outstanding, end of quarter 16,369 16,724

12 Weeks Ended 12 Weeks Ended 36 Weeks Ended 36 Weeks Ended

May 9, 2026 May 10, 2025 May 9, 2026 May 10, 2025

Depreciation and amortization $ 160,292 $ 144,696 $ 464,126 $ 415,787

Cash flow from operations 847,387 769,030 2,164,987 2,164,582

Capital spending 391,681 345,886 1,043,658 885,623

AutoZone's 3rd Quarter Highlights - Fiscal 2026

Condensed Consolidated Statements of Operations

Selected Operating Highlights

Store Count & Square Footage

12 Weeks Ended 12 Weeks Ended 36 Weeks Ended 36 Weeks Ended

May 9, 2026 May 10, 2025 May 9, 2026 May 10, 2025

Domestic:

Beginning stores 6,709 6,483 6,627 6,432

Stores opened 57 54 139 105

Stores closed - - - -

Ending domestic stores 6,766 6,537 6,766 6,537

Relocated stores 1 2 8 5

Stores with commercial programs 6,356 6,011 6,356 6,011

Square footage (in thousands) 45,205 43,459 45,205 43,459

Mexico:

Beginning stores 913 813 883 794

Stores opened 20 25 50 44

Ending Mexico stores 933 838 933 838

Brazil:

Beginning stores 152 136 147 127

Stores opened 5 5 10 14

Ending Brazil stores 157 141 157 141

Total 7,856 7,516 7,856 7,516

Total Company stores opened, net 82 84 199 163

Square footage (in thousands) 53,339 50,761 53,339 50,761

Square footage per store 6,790 6,754 6,790 6,754

Sales Statistics

($ in thousands, except sales per average square foot)

Total AutoZone Stores (Domestic, Mexico and Brazil)

12 Weeks Ended 12 Weeks Ended Trailing 4 Quarters Trailing 4 Quarters

May 9, 2026 May 10, 2025 May 9, 2026 May 10, 2025(1)

Sales per average store $ 619 $ 586 $ 2,600 $ 2,514

Sales per average square foot $ 91 $ 87 $ 384 $ 373

Domestic Commercial

Total domestic commercial sales $ 1,402,740 $ 1,270,332 $ 5,611,393 $ 5,112,930

% Increase vs. LY 10.4% 10.7% 9.7% 8.3%

Average sales per program per week $ 18.5 $ 17.7 $ 17.5 $ 16.3

% Increase vs. LY 4.5% 7.9% 7.4% 1.9%

(1)Trailing 4 Quarters ending May 10, 2025 include an additional week of sales of approximately $359.1 million for Total AutoZone Stores with $95.7 million for Domestic Commercial. Sales per average store and sales per square foot benefited from the additional week by $49K, and $7K, respectively.

12 Weeks Ended 12 Weeks Ended 36 Weeks Ended 36 Weeks Ended

Same store sales(2) May 9, 2026 May 10, 2025 May 9, 2026 May 10, 2025

Domestic 4.1% 5.0% 4.2% 2.4%

International 16.6% (9.2%) 15.0% (5.7%)

Total Company 5.5% 3.2% 5.4% 1.4%

International - Constant Currency 1.6% 8.1% 2.6% 10.4%

Total Company - Constant Currency 3.9% 5.4% 4.0% 3.4%

(2)Same store sales are based on sales for all stores open at least one year. Constant Currency same store sales exclude the impact of fluctuations of foreign currency exchange rates by converting both the current year and prior year international results at the prior year foreign currency exchange rate.

Inventory Statistics (Total Stores)

as of as of

May 9, 2026 May 10, 2025

Accounts payable/inventory 111.1% 115.6%

($ in thousands)

Inventory $ 7,559,056 $ 6,822,881

Inventory per store 962 908

Net inventory (net of payables) (842,221 ) (1,064,536 )

Net inventory/per store (107 ) (142 )

Trailing 5 Quarters

May 9, 2026 May 10, 2025

Inventory turns 1.3 x 1.4 x

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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