汽车地带美股招股说明书(2025-04-14版)

AutoZone, Inc. $500,000,000 5.125% Senior Notes due 2030 We are offering $500,000,000 aggregate principal amount of 5.125% Senior Notes due June15, 2030,referred to herein as the “notes”. We will pay interest on the notes semi-annually in arrears on June15 andDecember15 each year, beginning on December15, 2025. The notes will mature on June15, 2030. We mayredeem the notes at our option, at any time in whole or from time to time in part, at the applicableredemption price described in this prospectus supplement under “Description of Notes — OptionalRedemption.” If a Change of Control Triggering Event, as defined herein, occurs, unless we have exercisedour option to redeem the notes, holders of the notes may require us to repurchase the notes at the pricedescribed in this prospectus supplement under “Description of Notes — Change of Control.” The notes will be senior unsecured obligations and will rank equally with our other senior unsecuredliabilities from time to time outstanding and senior to any future subordinated indebtedness. The notes willbe issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 inexcess thereof. The notes are a new issue of securities with no established trading market. We do not intend to apply tolist the notes on any securities exchange or on any automated dealer quotation system. See “Risk Factors” beginning on pageS-4in this prospectus supplement, on page 13 of our Annual ReportonForm 10-K for the year ended August31, 2024for a discussion of certain risks that you should consider inconnection with an investment in the notes. (1)Plus accrued interest, if any, from April14, 2025, if settlement occurs after that date. (2)We refer you to “Underwriting” beginning on pageS-30of this prospectus supplement for additionalinformation regarding underwriting compensation. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these notes or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the notes in book-entry form only through the facilities of TheDepository Trust Company for the accounts of its participants, including Clearstream Banking, sociétéanonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in NewYork, New York on or about April14, 2025. Joint Book-Running Managers Wells Fargo Securities Prospectus Supplement dated April10, 2025 TABLE OF CONTENTS About This Prospectus SupplementS-iiForward-Looking StatementsS-iiiSummaryS-1The OfferingS-2Risk FactorsS-4Use of ProceedsS-8Description of NotesS-9Material United States Federal Income Tax ConsequencesS-25UnderwritingS-30Legal MattersS-36ExpertsS-36Where You Can Find More InformationS-36Incorporation of Certain Documents by ReferenceS-37 ABOUT THIS PROSPECTUSiiWHERE YOU CAN FIND MORE INFORMATIONiiINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEiiAUTOZONE, INC.1RISK FACTORS1FORWARD-LOOKING STATEMENTS1USE OF PROCEEDS3DESCRIPTION OF DEBT SECURITIES4PLAN OF DISTRIBUTION8LEGAL MATTERS10EXPERTS10 We are responsible for the information contained in this prospectus supplement, the accompanyingprospectus, any free writing prospectus filed by us with the United States Securities and Exchange Commission,or the “SEC,” and the documents incorporated by reference herein and therein filed by us with the SEC.Neither we nor the underwriters have authorized anyone to provide you with additional or differentinformation. If anyone provides you with additional or different information, you should not rely on it. Neitherwe nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale isnot permitted. You should assume that the information contained in this prospectus supplement, theaccompanying prospectus, any free writing prospectus filed by us with the SEC and the documentsincorporated by reference herein and therein is accurate only as of their respective dates. Our business, financialcondition, results of operations and prospects may have changed since those dates. If the information variesbetween this prospectus supplement and the accompanying prospectus, the information in this prospectussupplement supersedes the information in the accompanying prospectus. About This Prospectus Supplement You should read this prospectus supplement along with the accompanying prospectus, which is part ofour Registration Statement on Form S-3. This prospectus supplement and the accompanying prospectusform one single document and both contain information you should consider when making your investmentdecision. The distribution of this prospectus supplement and the accompanying prospectus and the offering of thenotes in certain jurisdictions may be restricted by law. Persons into whose possession this prospectussupplement and the acco