O REILLY AUTOMOTIVE INC (ORLY) SEC Filings

O REILLY AUTOMOTIVE INC (ORLY) is the issuer of common stock that Thomas T. Hendrickson has notified he may sell under Rule 144. The notice covers 1,000 shares of ORLY common stock, with an indicated aggregate market value of $87,831.10, to be sold through Morgan Stanley Smith Barney LLC on NASDAQ on 08/28/2026.

The shares were acquired from the issuer on 05/15/2025 through restricted stock vesting under a registered plan as compensation for services rendered.

O'Reilly Automotive director Maria Sastre reported selling 2,000 shares of common stock on August 12, 2026 in an open market or private transaction at $91.8537 per share. After the sale, she directly or beneficially holds 14,970 shares, including 2,035 unvested restricted share awards and 12,935 shares held directly.

O Reilly Automotive SVP of Prof Sales & Store Ops Christopher Andrew Mancini exercised 3,000 nonqualified stock options on 2026-08-12 at an exercise price of $16.71 per share, acquiring 3,000 shares of common stock. He then sold 3,000 common shares at $93.00 per share the same day. Following the option exercise, 18,000 options on common stock remained reported as directly held, and 1,637 common shares were reported as held indirectly in the company’s 401k plan. The Rule 10b5-1 trading plan checkbox was not marked.

O’Reilly Automotive, Inc. issued three new series of unsecured senior notes under its existing shelf registration. The company sold $700,000,000 of 4.800% Senior Notes due 2029, $500,000,000 of 5.050% Senior Notes due 2031, and $400,000,000 of 5.550% Senior Notes due 2037, all governed by an Indenture with U.S. Bank Trust Company, National Association.

The notes rank equally with O’Reilly’s other unsecured, unsubordinated debt, including several existing senior note series, and are effectively junior to any future secured debt up to the value of its collateral. They are not initially guaranteed by subsidiaries, though future subsidiary debt arrangements could trigger guarantees that may later be released under specified conditions.

Each note series is callable before its par call date at a make-whole redemption price based on a Treasury Rate spread, and at par plus accrued interest thereafter. A Change of Control Triggering Event gives holders a right to require repurchase at 101% of principal plus accrued interest. The Indenture also includes covenants limiting certain liens, sale-leasebacks, and mergers, and defines customary events of default, including cross-default thresholds of $25.0 million or $100.0 million in other debt depending on whether existing notes remain outstanding.

O’Reilly Automotive, Inc. entered into an Underwriting Agreement on August 10, 2026 with J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters, for a multi‑tranche senior notes offering.

The company is issuing and selling $700,000,000 of 4.800% Senior Notes due 2029, $500,000,000 of 5.050% Senior Notes due 2031, and $400,000,000 of 5.550% Senior Notes due 2037. Estimated net proceeds are approximately $1.59 billion after underwriting discounts and offering expenses.

O’Reilly Automotive intends to use the net proceeds primarily to repay a portion of amounts outstanding under its commercial paper program and, to the extent any net proceeds remain, for general corporate purposes, including working capital, share repurchases, investments in business opportunities such as acquisitions, and related fees and expenses.

O’Reilly Automotive, Inc. is offering $1,600,000,000 aggregate principal amount of senior unsecured notes, consisting of $700 million 4.800% notes due August 14, 2029, $500 million 5.050% notes due August 14, 2031, and $400 million 5.550% notes due March 14, 2037. Interest is paid semi‑annually beginning in 2027. The notes rank equally with O’Reilly’s other unsecured, unsubordinated debt and are effectively junior to any future secured debt and to all liabilities of subsidiaries. Upon a Change of Control Triggering Event, holders can require repurchase at 101% of principal plus accrued interest, and O’Reilly may redeem the notes earlier at specified make‑whole or par prices. Estimated net proceeds of about $1.59 billion will be used primarily to repay a portion of the $1.65 billion outstanding under its commercial paper program and, if any remain, for general corporate purposes, including working capital, share repurchases, acquisitions and related fees. Pro forma as of June 30, 2026, consolidated senior debt would be about $7.3 billion, including these notes and existing senior notes.

O’Reilly Automotive, Inc. is conducting an offering of multiple series of senior unsecured notes under its automatic shelf registration as a well-known seasoned issuer. The notes rank equally with existing unsecured debt, including the company’s credit facility, commercial paper program and outstanding senior notes, and are structurally junior to subsidiary obligations.

Interest will be paid semi-annually, and the notes may be redeemed early at specified make-whole and par call prices. Holders receive a 101% repurchase right plus accrued interest upon a Change of Control Triggering Event. The indenture limits secured debt and sale-leaseback transactions and contains change-of-control, lien and sale‑leaseback covenants.

Estimated net proceeds will be used primarily to repay a portion of commercial paper and, if any remain, for general corporate purposes including working capital, share repurchases and acquisitions. As of August 7, 2026, O’Reilly had $1.65 billion outstanding under its $2.25 billion commercial paper program and no borrowings under its $2.25 billion credit facility.