[8-K] O REILLY AUTOMOTIVE INC Reports Material Event

Rhea-AI Filing Summary

O’Reilly Automotive, Inc. announced that its Board of Directors has increased the authorization under its share repurchase program by an additional $2.0 billion, bringing the total program authorization to $29.75 billion. The new $2.0 billion portion of the authorization is effective for a three-year period beginning on November 18, 2025.

The company may repurchase shares from time to time in the open market through a broker-dealer at prevailing market prices, taking into account factors such as share price, corporate needs, and overall market conditions. The company is not obligated to repurchase a specific number of shares, and the program can be increased, modified, renewed, suspended, or terminated at any time without prior notice.

Positive

• $2.0 billion increase in share repurchase authorization, bringing the total program size to $29.75 billion, reflects a substantial ongoing commitment to returning capital to shareholders.

Negative

• None.

Insights

Equity Capital Allocation Analyst

O’Reilly adds $2.0B to buyback authorization, signaling ongoing capital-return focus.

The Board approved an additional $2.0 billion for the share repurchase program, lifting total authorization to $29.75 billion. This indicates continued use of excess capital for returning value to shareholders via open-market buybacks rather than, for example, retaining all cash for other purposes. The new tranche is explicitly effective for a three-year period starting on November 18, 2025.

Repurchases will occur through broker-dealer transactions at prevailing market prices and depend on factors such as price, corporate requirements, and market conditions. The company makes no commitment to repurchase a specific number of shares and retains flexibility, as the program can be increased, modified, renewed, suspended, or terminated without prior notice. Actual impact on share count and per-share metrics will depend on how much of this authorization is ultimately used and at what prices.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (date of earliest event reported): November 18, 2025

O’Reilly Automotive, Inc.

(Exact name of registrant as specified in its charter)

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​	​	​	​	​
Missouri	​	000-21318	​	27-4358837
(State or other jurisdiction	​	Commission file	​	(I.R.S. Employer
of incorporation or organization)	​	number	​	Identification No.)

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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, former address and former fiscal year, 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 (see General Instruction A.2):

☐ 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))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of Each Class	​	Trading Symbol(s)	​	Name of Each Exchange on which Registered
Common Stock $0.01 par value	​	ORLY	​	The NASDAQ Stock Market LLC
​	​	​	​	(NASDAQ Global Select Market)

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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

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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.  ☐

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Section 8 – Other Events

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Item 8.01 – Other Events

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On November 18, 2025, the Board of Directors (the “Board”) of O’Reilly Automotive, Inc. (the “Company”) approved a resolution to increase the authorization amount under its share repurchase program by an additional $2.0 billion, raising the aggregate authorization under the program to $29.75 billion.  The additional $2.0 billion authorization is effective for a three-year period, beginning on November 18, 2025.  Stock repurchases under the program may be made from time to time, as the Company deems appropriate, solely through open market repurchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate requirements, and overall market conditions.  There can be no assurance as to the number of shares the Company will purchase, if any.  The share repurchase program may be increased or otherwise modified, renewed, suspended, or terminated by the Company at any time, without prior notice.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Date: November 18, 2025	O’REILLY AUTOMOTIVE, INC.
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​	By:	/s/ Jeremy A. Fletcher
​	​	Jeremy A. Fletcher
​	​	Executive Vice President and Chief Financial Officer
​	​	(principal financial and accounting officer)

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FAQ

What did O’Reilly Automotive (ORLY) announce in this 8-K filing?

O’Reilly Automotive, Inc. disclosed that its Board of Directors approved an increase of $2.0 billion to the company’s share repurchase program, raising the total authorization to $29.75 billion.

How large is O’Reilly Automotive’s total share repurchase authorization after the increase?

Following the Board’s action, O’Reilly Automotive’s aggregate share repurchase program authorization stands at $29.75 billion.

What is the effective period of the new $2.0 billion share repurchase authorization for ORLY?

The additional $2.0 billion share repurchase authorization is effective for a three-year period beginning on November 18, 2025.

How will O’Reilly Automotive execute share repurchases under this program?

Share repurchases may be made from time to time solely through open market transactions effected through a broker-dealer at prevailing market prices, considering factors like share price, corporate requirements, and market conditions.

Is O’Reilly Automotive required to buy back a specific number of shares under this program?

No. The company states there can be no assurance as to the number of shares it will purchase, if any, under the repurchase program.

Can O’Reilly Automotive change or end its share repurchase program?

Yes. The company may increase, modify, renew, suspend, or terminate the share repurchase program at any time, without prior notice.