AZO 8-K: Smart Summary

On July 7, 2026, AutoZone, Inc. entered into an Underwriting Agreement with BofA Securities, Inc., J.P. Morgan Securities LLC, Truist Securities, Inc., and U.S. Bancorp Investments, Inc. (as representatives of several underwriters) pursuant to which the Company agreed to issue and sell $850,000,000 aggregate principal amount of its 4.950% Notes due 2031, with closing scheduled for July 14, 2026.

• Underwriting Agreement — AutoZone, Inc. (issuer) and BofA Securities, Inc., J.P. Morgan Securities LLC, Truist Securities, Inc., and U.S. Bancorp Investments, Inc. as representatives of several underwriters; dated July 7, 2026; Company agrees to issue and sell, and Underwriters agree to purchase severally and not jointly, $850,000,000 aggregate principal amount of 4.950% Senior Notes due 2031; Notes to be issued under an Indenture dated August 8, 2003 (as supplemented by an officers' certificate dated July 14, 2026) between the Company and Regions Bank (successor trustee); contains customary representations, warranties, covenants, indemnification rights and obligations, and termination provisions; lock-up on substantially similar debt securities from signing through Closing Time without prior written consent of Representatives
• Indenture (supplemented) — AutoZone, Inc. and Regions Bank (successor in interest to The Bank of New York Mellon Trust Company, N.A., successor in interest to Bank One Trust Company, N.A.) as trustee; original indenture dated August 8, 2003; supplemented by officers' certificate to be dated July 14, 2026; governs the issuance and terms of the 4.950% Senior Notes due 2031

• Effectiveness of Registration Statement — Registration Statement (No. 333-297291) must be effective under the 1933 Act with no stop order issued or pending; Prospectus must be filed with the Commission within required time period under Rule 424(b)
• Opinions of counsel to the Company — At Closing Time, Representatives must receive favorable opinions from Bass, Berry & Sims PLC, the Senior Vice President/General Counsel and Secretary of the Company, and Brownstein Hyatt Farber Schreck, LLP (Nevada counsel), each dated as of the Closing Time
• Opinion of counsel to the Underwriters — At Closing Time, Representatives must receive favorable opinion and negative assurance letter from Latham & Watkins LLP, dated as of the Closing Time
• Officers' Certificate — At Closing Time, Representatives must receive certificate from President or Vice President and chief financial officer or chief accounting officer confirming no material adverse change, accuracy of representations and warranties, compliance with all agreements, and no stop order
• Accountant's Comfort Letter — At signing, Representatives must receive comfort letter from Ernst & Young LLP; at Closing Time, Representatives must receive bring-down comfort letter from Ernst & Young LLP dated no more than three business days prior to Closing Time
• Ratings — At Closing Time, Securities must have ratings from a nationally recognized statistical rating organization; no downgrading, withdrawal, or placement under surveillance or review of the Securities or any of the Company's other securities shall have occurred
• No FINRA objection — If required, FINRA must not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements
• No material adverse change — No material adverse change in financial condition, earnings, management, or business of the Company and its subsidiaries since the date of the Agreement or since the respective dates of information in the General Disclosure Package
• Termination events — Representatives may terminate prior to Closing Time upon: material adverse change in Company or financial markets; outbreak of hostilities or national emergency declared by the U.S.; suspension or material limitation of trading in Company securities or generally on NYSE or over-the-counter market; declaration of banking moratorium by Federal or New York authorities; or material disruption in commercial banking or securities settlement or clearance services in the U.S.

• Aggregate principal amount — $850,000,000 of 4.950% Senior Notes due 2031
• Purchase price to Underwriters — 99.306% of the principal amount of the Notes
• Public offering price — 99.908% of the principal amount of the Notes, plus accrued interest, if any, from July 14, 2026 to the date of payment and delivery
• Closing/payment date — July 14, 2026 at 10:00 A.M. (New York City time); payment by wire transfer of immediately available funds
• Expense cap (Underwriters' counsel) — Company not responsible for reasonable fees and disbursements of counsel to Underwriters under Blue Sky qualifications and FINRA review exceeding $15,000 in the aggregate
• Termination reimbursement — If Agreement is terminated by Representatives under Sections 5 or 9(a)(i) or 9(a)(iii), Company shall reimburse Underwriters for all out-of-pocket accountable expenses actually incurred, including reasonable fees and disbursements of counsel to the Underwriters
• Underwriter default threshold — If Defaulted Securities do not exceed 10% of aggregate principal amount, non-defaulting Underwriters obligated to purchase full amount; if Defaulted Securities exceed 10%, Agreement terminates without liability to non-defaulting Underwriters