[8-K] O'Reilly Automotive, Inc. Reports Material Event

Rhea-AI Filing Summary

ALT5 Sigma Corporation (NASDAQ: ALTS) filed an 8-K announcing the May 9 2025 acquisition of “Mswipe,” a Canada-based provider of multi-currency, fiat- and crypto-enabled payment card solutions available on Visa and Mastercard networks.

• Strategic rationale: Mswipe’s B2B platform extends ALT5’s existing digital-asset settlement offering by adding globally usable physical & virtual cards, real-time FX/crypto conversion and robust compliance.
• Consideration: (i) 1 million restricted ALTS shares valued at $6.10 each (~$6.1 M); (ii) 500 k four-year warrants exercisable at $5.50; (iii) $4.8 M in shares of spin-off Alyea Therapeutics; (iv) two 14-month promissory notes totalling ~$1 M at 3.99% interest; and (v) assumption/reset of an existing $5.1 M target-level note.
• Contingent payout: Sellers may receive a one-time earn-out of up to $20 M (cash or stock) if the operating subsidiaries reach ≥$15 M annualised or actual revenue.
• Audited FY25/FY24 Mswipe financials (Ex. 99.1) and unaudited pro-forma combined statements (Ex. 99.2) were filed; a press release (Ex. 99.3) was issued on May 13 2025.

No immediate revenue or EPS guidance was provided. The transaction is expected to close seamlessly as ALT5 integrates card issuance, aiming to bridge digital assets with traditional payment rails.

Positive

• Strategic fit: Adds globally accepted crypto-to-fiat cards, expanding ALT5’s addressable market.
• Low cash outlay: Majority of consideration in stock and warrants preserves cash.
• Earn-out structure: Aligns seller incentives with future revenue performance.

Negative

• Share dilution: 1 M new shares plus 0.5 M warrants (~6% potential increase in float).
• Contingent liability: Up to $20 M earn-out could strain capital if triggered.
• Additional debt: Assumed and issued notes add ≈$6.1 M principal at 3.99%.

Insights

Financial Analyst

TL;DR Acquisition broadens ALTS’s payment stack but adds dilution and contingent liabilities; net impact depends on Mswipe’s revenue realisation.

The structure mixes equity (≈$6.1 M shares + 0.5 M warrants) and modest debt, limiting upfront cash burn. However, potential $20 M earn-out could become material if revenue milestones are met, pressuring future liquidity. Assuming ALTS’s ~25 M share float, new shares/warrants imply ~6% potential dilution. Strategically, card issuance enhances stickiness and cross-sell, positioning ALTS against larger crypto-to-fiat processors like Wirex and Coinbase Card. Lack of historical Mswipe revenue/profit data clouds accretion analysis; investors should scrutinise Ex. 99.1/99.2 for margin impact. Overall, the deal is impactful but valuation risk remains.

Industry Specialist – Payments

TL;DR Adding Visa/Mastercard cards gives ALT5 instant global acceptance and regulatory cover, a major competitive upgrade in crypto payments.

Mswipe’s dual-network BIN sponsorship and compliance stack are hard to replicate quickly; this shortens ALT5’s go-to-market by years. The B2B focus lets ALT5 white-label cards for exchanges, neobanks and fintechs, diversifying revenue beyond trading fees. Real-time forex/crypto swap functionality aligns with rising demand for borderless treasury solutions. Integration risk is moderate because both firms operate API-driven architectures. Key watch-item: maintaining card programme risk thresholds amid volatile crypto cycles. If earn-out targets are met, ALT5’s top line could lift ≥$15 M, material versus its small-cap base.

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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): July 23, 2025

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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 2 – Financial Information

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Item 2.02 – Results of Operations and Financial Condition

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On July 23, 2025, O’Reilly Automotive Inc. (the “Company”) issued a press release announcing its 2025 second quarter earnings.  The text of the press release is attached hereto as Exhibit 99.1.

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Section 9 – Financial Statements and Exhibits

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Item 9.01 – Financial Statements and Exhibits

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Exhibit Number		Description
99.1	​	Press release dated July 23, 2025
104	​	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

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The information in this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.  

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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: July 23, 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 company did ALT5 Sigma acquire in May 2025?

ALT5 acquired Mswipe, a provider of multi-currency fiat and crypto payment card services.

How much did ALT5 pay for Mswipe?

Consideration includes ~$6.1 M in ALTS stock, 0.5 M warrants, $4.8 M Alyea shares, ≈$1 M in new notes and assumption of a $5.1 M note.

Is there an earn-out tied to the Mswipe acquisition?

Yes. Sellers may receive up to $20 M if the operating subsidiaries generate ≥$15 M revenue.

Will the acquisition dilute current ALTS shareholders?

Issuing 1 M shares and 0.5 M warrants could add roughly 6 % dilution based on an estimated 25 M share base.

Where can investors find Mswipe’s historical financials?

Audited FY25/FY24 statements are filed as Exhibit 99.1 to the 8-K.

Did ALT5 provide pro-forma financial impact?

Unaudited pro-forma combined statements are available in Exhibit 99.2.