Material Agreement, Financial Obligation (Form 8-K)

The information provided in Item 2.03 of this report is incorporated by reference into this Item 1.01.

On July 14, 2026, AutoZone, Inc. (the "Company") completed the sale of $850,000,000 million aggregate principal amount of its 4.950% Senior Notes due 2031 (the "Notes"). The Notes bear interest at a fixed rate equal to 4.950% per year, payable semi-annually.

The Notes were issued pursuant to an Indenture dated as of August 8, 2003 (the "Indenture"), between the Company and Regions Bank, as successor trustee, and were offered and sold pursuant to the Company's shelf registration statement filed with the United States Securities and Exchange Commission (the "Commission") on July 7, 2026, on Form S-3 (File No. 333-297291), as supplemented by a prospectus supplement dated July 7, 2026, filed with the Commission on July 9, 2026. Pursuant to the Indenture, the Company executed an Officers' Certificate dated July 14, 2026, setting forth the terms of the Notes (the "Officers' Certificate").

The Company will pay interest on the Notes on January 15 and July 15 of each year, beginning on January 15, 2027. The Notes will mature on July 15, 2031. The Notes are senior unsecured debt obligations of the Company and rank equally with the Company's other senior unsecured liabilities and senior to any future subordinated indebtedness of the Company. The Notes are subject to customary covenants restricting the Company's ability, subject to certain exceptions, to incur debt secured by liens, to enter into sale and leaseback transactions or to merge or consolidate with another entity or sell substantially all of its assets to another person. The Indenture provides for customary events of default and further provides that the trustee or the holders of 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable upon the occurrence of any event of default after expiration of any grace period.

The Company may redeem the Notes at the Company's option, at any time in whole or from time to time in part, with at least 10 days' but not more than 60 days' notice, at the redemption prices described in the Officers' Certificate. If a change of control triggering event, as defined in the Officers' Certificate, occurs, unless the Company has exercised its option to redeem the Notes, holders of the Notes may require the Company to repurchase the Notes at the prices described in the applicable Officers' Certificate.

The above description of the Officers' Certificate and the Notes is qualified in its entirety by reference to the Officers' Certificate pursuant to the Indenture setting forth the terms of the Notes, and the form of the Notes, copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively.