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0000898173
O REILLY AUTOMOTIVE INC
0000898173
2026-08-14
2026-08-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
August 14, 2026
O’Reilly Automotive, Inc.
(Exact Name of Registrant as Specified in its
Charter)
| Missouri |
000-21318 |
27-4358837 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
233 South Patterson Avenue
Springfield, Missouri 65802
(Address of principal executive offices, Zip code)
(417) 862-6708
(Registrant’s telephone number, including
area code)
Not Applicable
(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:
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| Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on which
Registered |
| Common Stock $0.01 par value |
|
ORLY |
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The NASDAQ Stock Market LLC
(NASDAQ Global Select Market) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of Securities Act of 1933 (230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (240.12b-2).
¨ 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 1.01. | Entry into a Material Definitive Agreement. |
On
August 14, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold (i)
$700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029 (the “2029 Notes”), (ii) $500,000,000
aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 (the “2031 Notes”) and (iii) $400,000,000 aggregate
principal amount of the Company’s 5.550% Senior Notes due 2037 (the “2037 Notes” and, collectively with the 2029 Notes
and the 2031 Notes, the “Notes”).
The
terms of the Notes are governed by an Indenture, dated as of May 20, 2019 (the “Base Indenture”), by and between the Company
and U.S. Bank Trust Company, National Association (f/k/a U.S. Bank National Association) (the “Trustee”), as further supplemented
by the Eighth Supplemental Indenture with respect to the 2029 Notes, as further supplemented by the Ninth Supplemental Indenture
with respect to the 2031 Notes and as further supplemented by the Tenth Supplemental Indenture with respect to the 2037 Notes, each dated
as of the Closing Date (collectively, the “Supplemental Indentures”; the Supplemental Indentures collectively with the Base
Indenture, the “Indenture”), by and between the Company and the Trustee.
The
2029 Notes mature on August 14, 2029 and bear interest at a rate of 4.800% per year. Interest on the 2029 Notes is payable on February
14 and August 14 of each year, beginning on February 14, 2027. The 2031 Notes mature on August 14, 2031 and bear interest at a rate of
5.050% per year. Interest on the 2031 Notes is payable on February 14 and August 14 of each year, beginning on February 14, 2027. The
2037 Notes mature on March 14, 2037 and bear interest at a rate of 5.550% per year. Interest on the 2037 Notes is payable on March 14
and September 14 of each year, beginning on March 14, 2027. The Notes are the Company’s general unsecured senior obligations and
are equal in right of payment with all of the Company’s other existing and future unsecured and unsubordinated indebtedness, including
the Company’s credit facility and the Company’s 5.750% Senior Notes due 2026, the Company’s 3.600% Senior Notes due
2027, the Company’s 4.350% Senior Notes due 2028, the Company’s 3.900% Senior Notes due 2029, the Company’s 4.200% Senior
Notes due 2030, the Company’s 1.750% Senior Notes due 2031, the Company’s 4.700% Senior Notes due 2032 (such series of notes,
collectively, the “Existing Notes”), the Company’s 5.000% Senior Notes due 2034 and the Company’s 5.100% Senior
Notes due 2036. The Notes are effectively junior to the Company’s future secured indebtedness, if any, to the extent of the value
of the collateral securing such indebtedness.
The Notes are not initially guaranteed by any of
the Company’s subsidiaries. However, if in the future, any of the Company’s subsidiaries incurs or guarantees obligations
under the Company’s credit facility or certain other credit facility debt or capital markets debt of the Company or any future subsidiary
guarantor, such subsidiary would be required to guarantee the Notes on a senior unsecured basis. The
Company would be permitted to release any such future guarantee without the consent of holders of the Notes under the circumstances described
in the Indenture.
Prior
to July 14, 2029 (one month prior to their maturity date) (the “2029 Notes Par Call Date”), the Company may redeem the 2029
Notes at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal
amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the 2029 Notes Par Call Date)
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Indenture)
plus 10 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the notes to
be redeemed, plus, in either case, accrued and unpaid interest thereon to, but not including, the redemption date. On or after the 2029
Notes Par Call Date, the Company may redeem the notes, in whole or in part, at any time and from time to time, at a redemption price equal
to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption
date.
Prior
to July 14, 2031 (one month prior to their maturity date) (the “2031 Notes Par Call Date”), the Company may redeem the 2031
Notes at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal
amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the 2031 Notes Par Call Date)
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Indenture)
plus 10 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the notes to
be redeemed, plus, in either case, accrued and unpaid interest thereon to, but not including, the redemption date. On or after the 2031
Notes Par Call Date, the Company may redeem the notes, in whole or in part, at any time and from time to time, at a redemption price equal
to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption
date.
Prior
to December 14, 2036 (three months prior to their maturity date) (the “2037 Notes Par Call Date”), the Company may redeem
the 2037 Notes at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage
of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the 2037 Notes Par
Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the
Indenture) plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the
notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but not including, the redemption date. On or after
the 2037 Notes Par Call Date, the Company may redeem the notes, in whole or in part, at any time and from time to time, at a redemption
price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but not including,
the redemption date.
Upon the occurrence of a Change of Control Triggering
Event (as defined in the Indenture), unless the Company has exercised its right to redeem the Notes, each holder of Notes will have the
right to require the Company to repurchase all or a portion of such holder’s Notes, for cash, at a repurchase price equal to 101%
of the aggregate principal amount thereof plus accrued and unpaid interest, if any, on the amount repurchased to, but not including, the
date of repurchase.
The
Indenture contains covenants that limit the ability of the Company and each of its subsidiaries, as applicable to, among other things:
(i) create certain liens on its assets to secure certain debt; (ii) enter into certain sale and leaseback transactions; and
(iii) in the case of the Company, merge or consolidate with another company or transfer all or substantially all of the Company’s
property, in each case as set forth in the Indenture. These covenants are, however, subject to a number of important limitations and exceptions.
The
Indenture also contains customary event of default provisions including, among others, the following: (i) default in the payment of principal
of or premium, if any, on any Note of any series when due at its maturity; (ii) default for 30 days in the payment when due of interest
on the applicable series of Notes; (iii) failure to comply with the other covenants or agreements in the Indenture or the applicable
series of Notes and failure to cure or obtain a waiver of such default within 90 days following notice as described below; (iv) a default
under any debt for money borrowed by the Company or any future subsidiary guarantor that results in acceleration of the maturity of such
debt, or failure to pay any such debt within any applicable grace period after final stated maturity, in an aggregate amount greater than
(a) $25.0 million, at any time that any Existing Notes remain outstanding, or (b) $100.0 million at any time that no Existing Notes remain
outstanding, without such debt having been discharged or acceleration having been rescinded or annulled; and (v) certain events of bankruptcy,
insolvency or reorganization with respect to the Company or any future subsidiary guarantor that is a Significant Subsidiary (as defined
in the Indenture), in each case as set forth in the Indenture. In the case of an event of default, other than a default under clause (v)
above, the Trustee or the holders of at least 25% in aggregate principal amount of the applicable series of Notes then outstanding, by
written notice to the Company (and to the Trustee if the notice is given by the holders of such Notes), may declare the principal of and
accrued and unpaid interest, if any, on such Notes to be immediately due and payable. If an event of default under clause (v) above occurs,
the principal of and accrued and unpaid interest, if any, on the applicable series of Notes will be immediately due and payable without
any act on the part of the Trustee or holders of such Notes.
The Trustee is also a lender under the Company’s
credit facility, and an affiliate of the Trustee was an underwriter in the offering of the Notes.
The
offering of the Notes was registered under the Securities Act of 1933, as amended, pursuant to the Company’s shelf registration
statement on Form S-3 which became automatically effective upon filing with Securities and Exchange Commission on April 1, 2025
(File No. 333-286320).
The above description of the Indenture and the
Notes does not purport to be complete and is qualified in its entirety by reference to the Base Indenture (which was previously filed
by the Company with the SEC), the Eighth Supplemental Indenture (including the Form of the 2029 Notes included therein) attached as Exhibit
4.1 and referenced as Exhibit 4.2 hereto, respectively, the Ninth Supplemental Indenture (including the Form of the 2031 Notes included
therein) attached as Exhibit 4.3 and referenced as Exhibit 4.4 hereto, respectively, and the Tenth Supplemental Indenture (including the
Form of the 2037 Notes included therein) attached as Exhibit 4.5 and referenced as Exhibit 4.6 hereto, respectively, each incorporated
herein by reference.
In addition to the specific agreements and arrangements
described above, from time to time, certain of the underwriters of the Notes and/or their respective affiliates have been, and may in
the future be, lenders under the Company’s credit facility and have directly and indirectly engaged, and may engage in the future,
in investment and/or commercial banking transactions with the Company for which they have received, or may receive, customary compensation
and expense reimbursement.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description |
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| 4.1 |
Eighth Supplemental Indenture, dated as of August 14, 2026, by and between the Company and the Trustee |
| 4.2 |
Form of the 2029 Notes (included in Exhibit 4.1) |
| 4.3 |
Ninth Supplemental Indenture, dated as of August 14, 2026, by and between the Company and the Trustee |
| 4.4 |
Form of the 2031 Notes (included in Exhibit 4.3) |
| 4.5 |
Tenth Supplemental Indenture, dated as of August 14, 2026, by and between the Company and the Trustee |
| 4.6 |
Form of the 2037 Notes (included in Exhibit 4.5) |
| 5.1 |
Opinion of Shook, Hardy & Bacon L.L.P. |
| 5.2 |
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP |
| 23.1 |
Consent of Shook, Hardy & Bacon L.L.P. (included in Exhibit 5.1) |
| 23.2 |
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2) |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
Date: August 14, 2026
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O’Reilly Automotive, Inc. |
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By: |
/s/ Jeremy A. Fletcher |
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Jeremy A. Fletcher |
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Executive Vice President and Chief Financial Officer |
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(principal financial and accounting officer) |
