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0000898173
O REILLY AUTOMOTIVE INC
0000898173
2026-08-10
2026-08-10
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 11, 2026 (August 10, 2026)
O’Reilly Automotive, Inc.
(Exact Name of Registrant as Specified in its
Charter)
| Missouri |
000-21318 |
27-4358837 |
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(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 |
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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. |
Underwriting Agreement
On August 10, 2026, O’Reilly Automotive,
Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities
LLC, Truist Securities, Inc. 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 (i) $700,000,000 aggregate principal amount of the
Company’s 4.800% Senior Notes due 2029, (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes
due 2031 and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (collectively, 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 $1.59 billion, 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 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. |
| Exhibit No. |
Description |
| 1.1 |
Underwriting Agreement, dated as of August 10, 2026, by and among the Company and J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto. |
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| 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 11, 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) |
