O’Reilly sells $850M 5.100% notes due 2036

O’Reilly Automotive, Inc. entered into an underwriting agreement to issue and sell $850,000,000 of 5.100% Senior Notes due 2036.

Rhea-AI Filing Summary

O’Reilly Automotive, Inc. entered into an underwriting agreement to issue and sell $850,000,000 of 5.100% Senior Notes due 2036. The company expects net proceeds of about $841 million after underwriting discounts and offering expenses.

O’Reilly plans to use these funds to repay at maturity its outstanding 3.550% senior notes due 2026, reduce borrowings under its commercial paper program, and, if any proceeds remain, for general corporate purposes. These may include routine working capital, share repurchases, acquisitions, and related fees and expenses.

Insights

Credit and capital structure analyst

O’Reilly refinances debt with a new $850M 10‑year note.

O’Reilly Automotive is issuing $850,000,000 of 5.100% Senior Notes due 2036, with estimated net proceeds of about $841 million. The company lists customary representations, covenants, and indemnification to the underwriters.

The stated plan is to repay its 3.550% senior notes due 2026 at maturity and reduce commercial paper balances, with any remaining funds available for general corporate purposes such as working capital, share repurchases, and acquisitions. This points to a shift from shorter-term to longer-term funding.

Actual effects on leverage and interest expense will depend on the timing of the 2026 maturity repayment and changes in commercial paper usage, which are not detailed here. Subsequent company filings may clarify how much of the proceeds ultimately support growth initiatives versus balance sheet refinancing.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What type of debt is O’Reilly Automotive (ORLY) issuing?

O’Reilly Automotive is issuing $850,000,000 of 5.100% Senior Notes due 2036. These are long-term senior debt securities that rank ahead of equity in the capital structure and carry a fixed 5.100% coupon until maturity in 2036.

How much net cash will O’Reilly Automotive (ORLY) receive from the new notes?

O’Reilly Automotive expects to receive approximately $841 million in net proceeds from the 5.100% Senior Notes due 2036. This figure is after deducting underwriting discounts and estimated offering expenses that the company is responsible for paying.

How will O’Reilly Automotive (ORLY) use the proceeds from the 5.100% notes?

O’Reilly Automotive plans to use the net proceeds to repay at maturity its 3.550% senior notes due 2026, repay a portion of amounts outstanding under its commercial paper program, and use any remaining funds for general corporate purposes, including working capital, share repurchases, and acquisitions.

What existing debt is O’Reilly Automotive (ORLY) targeting with this offering?

The company intends to use part of the new funds to repay at maturity its outstanding 3.550% senior notes due 2026. This suggests a refinancing strategy, moving from the 2026 notes and some commercial paper borrowings into longer-dated 2036 senior notes.

Who are the underwriters for O’Reilly Automotive’s (ORLY) new senior notes?

The underwriting agreement is with BofA Securities, Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, acting as representatives of the underwriters. The agreement includes customary representations, warranties, covenants, and indemnification of the underwriters against certain liabilities.

Can O’Reilly Automotive (ORLY) use any proceeds for share repurchases or acquisitions?

Yes. After repaying the 2026 notes at maturity and reducing commercial paper, O’Reilly may use any remaining proceeds for general corporate purposes, which can include ordinary working capital, repurchases of common stock, investments in business opportunities, and acquisitions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 03/06/2026 - 04:11 PM Learn about SEC filing dates

false 0000898173 O REILLY AUTOMOTIVE INC 0000898173 2026-03-05 2026-03-05 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): March 6, 2026 (March 5, 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:

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)

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.

Underwriting Agreement

On March 5, 2026, O’Reilly Automotive, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the “Underwriters”), with respect to the Company’s issuance and sale of $850,000,000 aggregate principal amount of the Company’s 5.100% Senior Notes due 2036 (the “Notes”). The Underwriting Agreement includes customary representations, warranties and covenants. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.

The estimated net proceeds from the offering of the Notes are expected to be approximately $841 million, after deducting the underwriting discounts and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering to repay at maturity its outstanding 3.550% senior notes due 2026, to repay a portion of amounts outstanding under its commercial paper program and, to the extent any net proceeds remain, for general corporate purposes, which may include ordinary course working capital, repurchases of shares of its common stock, and investments in other business opportunities, including acquisitions, and to pay related fees and expenses.

The above description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, attached as Exhibit 1.1 hereto, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

	Exhibit No.	Description
	1.1	Underwriting Agreement, dated as of March 5, 2026, by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto.
	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:  March 6, 2026

	O’Reilly Automotive, Inc.
	By:	/s/ Jeremy A. Fletcher
		Jeremy A. Fletcher
		Executive Vice President and Chief Financial Officer
		(principal financial and accounting officer)

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 181.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB