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

Rhea-AI Filing Summary

Form 4 filed 07/01/2025: Atlassian Corporation (TEAM) Co-Founder, CEO, Director and 10% owner Michael Cannon-Brookes converted 490,560 Class B shares into Class A shares (Transaction Code C). The Class B shares were held by CBC Co Pty Limited as trustee for the Cannon-Brookes Head Trust. The conversion was executed in connection with sales to be effected under a Rule 10b5-1 trading plan adopted on 02/20/2025.

Following the transaction, Cannon-Brookes’ reported holdings are:

• Class A common stock: 490,560 shares (indirect)
• Class B common stock (convertible one-for-one with no expiration): 48,024,933 shares (indirect)

No price was paid for the conversion (exercise price $0.00). The filing signals preparation for future open-market sales while complying with Section 16 reporting obligations and the updated Rule 10b5-1 affirmative-defense conditions.

Positive

• Transparent disclosure under Section 16 with explicit reference to a Rule 10b5-1 plan, aligning with recent SEC guidance.

Negative

• Potential upcoming insider sale signaled by conversion, introducing a modest supply overhang of 490,560 Class A shares.

Insights

Securities Analyst

TL;DR – Insider converts 490k B to A shares, likely preceding planned sales; modest supply overhang, governance impact small.

The CEO’s shift of 490,560 super-voting Class B shares into regular Class A increases the free-float marginally and reduces his voting power by an immaterial fraction (≈1% of his total B stake). The conversion itself is cost-free and does not change the overall economic exposure, but the footnote links it to a Rule 10b5-1 plan, indicating forthcoming disposals. Near-term, the market may view the planned sale as a minor negative due to incremental supply; however, scale is limited relative to the ~48 million B shares he still controls. Governance dilution is minimal, so valuation impact should remain muted.

Corporate Governance Expert

TL;DR – Routine one-for-one conversion; transparency enhanced by 10b5-1 disclosure; control structure largely unchanged.

Class B holders enjoy 10× voting rights, so converting a small block into Class A slightly narrows the dual-class gap while boosting public float. The explicit mention of a pre-planned 10b5-1 program demonstrates procedural compliance, reducing litigation risk under new SEC rules. Given the CEO retains >48 million Class B shares, the transaction does not materially alter control dynamics.

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​UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934​Date of Report (date of earliest event reported): July 1, 2025

O’Reilly Automotive, Inc.(Exact name of registrant as specified in its charter)​

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

​233 South Patterson AvenueSpringfield, 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))​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.  ☐​

​

Section 7 – Regulation FD​Item 7.01 – Regulation FD Disclosure​On July 1, 2025, O’Reilly Automotive, Inc. issued a press release announcing the dates of its 2025 second quarter earnings release and conference call.  The text of the press release is attached hereto as Exhibit 99.1.​Section 9 – Financial Statements and Exhibits​Item 9.01 – Financial Statements and Exhibits​

Exhibit Number		Description
99.1	​	Press release dated July 1, 2025
104	​	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

​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.​

​

​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.​

​	​	​
Date: July 1, 2025	O’REILLY AUTOMOTIVE, INC.
​	​	​
​	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

How many Atlassian shares did CEO Michael Cannon-Brookes convert on 07/01/2025?

He converted 490,560 Class B shares into Class A shares.

What share classes were involved in the Atlassian (TEAM) Form 4 filing?

Class B common stock was converted into Class A common stock on a one-for-one basis.

Does the filing indicate future sales of Atlassian shares?

Yes. The conversion is "in connection with sales to be effected" under a Rule 10b5-1 trading plan adopted on 02/20/2025.

How many Class B shares does Cannon-Brookes still hold after the transaction?

He beneficially owns 48,024,933 Class B shares following the reported conversion.

Was there any cost associated with the share conversion?

No. The exercise/conversion price was reported as $0.00.