O’Reilly Automotive (ORLY) adds $2B, lifting share repurchase plan to $31.75B

Rhea-AI Filing Summary

O’Reilly Automotive, Inc. reported that its Board approved an additional $2.0 billion authorization under the company’s share repurchase program, increasing the total program authorization to $31.75 billion. The new authorization is effective for a three-year period beginning on June 1, 2026.

Repurchases may be made from time to time in the open market through a broker-dealer at prevailing prices, taking into account factors such as share price, corporate needs, and market conditions. The company is not obligated to repurchase a specific number of shares and may change, suspend, or terminate the program without notice.

Insights

Equity Capital Allocation Analyst

O’Reilly boosts repurchase capacity by $2B, extending buyback flexibility.

The Board of O’Reilly Automotive increased its share repurchase authorization by $2.0 billion, bringing total authorized buybacks to $31.75 billion. The added capacity runs for three years from June 1, 2026 and permits open market purchases at prevailing prices.

This action signals ongoing use of buybacks as a capital return tool, but the company emphasizes discretion. Actual repurchase volume will depend on factors such as share price, corporate requirements, and market conditions, and the program can be modified, renewed, suspended, or terminated at any time.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

New buyback authorization: $2.0 billion Total buyback authorization: $31.75 billion Authorization term: three years +1 more

4 metrics

New buyback authorization $2.0 billion Additional share repurchase capacity approved by Board

Total buyback authorization $31.75 billion Aggregate authorization under share repurchase program after increase

Authorization term three years Effective period of new $2.0B authorization beginning June 1, 2026

Effective date of new authorization June 1, 2026 Start date for additional $2.0B repurchase capacity

Key Terms

share repurchase program, open market repurchases, emerging growth company, Board of Directors

4 terms

share repurchase program financial

"increase the authorization amount under its share repurchase program by an additional $2.0 billion"

A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.

open market repurchases financial

"solely through open market repurchases effected through a broker dealer at prevailing market prices"

Open market repurchases are when a company buys its own shares back using cash by purchasing them on public stock exchanges, just like someone gradually buying slices from a shared pie so the remaining slices grow bigger. For investors this matters because repurchases lower the number of shares outstanding, which can raise earnings per share and push the stock price higher, but they also use corporate cash and signal management priorities, so the trade-offs affect valuation and risk.

emerging growth company regulatory

"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Board of Directors financial

"On June 1, 2026, the Board of Directors (the “Board”) of O’Reilly Automotive, Inc."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

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Understanding 8-K Material Events →

0000898173falseO Reilly Automotive Inc00008981732026-06-012026-06-01

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): June 1, 2026

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)

​

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 June 1, 2026, 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 $31.75 billion.  The additional $2.0 billion authorization is effective for a three-year period, beginning on June 1, 2026.  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: June 1, 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)

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FAQ

What did O’Reilly Automotive (ORLY) announce about its share repurchase program?

O’Reilly Automotive’s Board approved an additional $2.0 billion authorization under its share repurchase program, raising total authorization to $31.75 billion. The company may buy back shares in open market transactions through a broker-dealer at prevailing prices, subject to corporate needs and market conditions.

What is the total size of O’Reilly Automotive’s (ORLY) authorized share repurchases?

After the latest increase, O’Reilly Automotive’s total share repurchase authorization is $31.75 billion. This figure reflects cumulative Board approvals for buybacks under the program, including the newly added $2.0 billion authorization that became effective on June 1, 2026 for a three-year period.

How long is O’Reilly Automotive’s (ORLY) new $2.0 billion buyback authorization effective?

The additional $2.0 billion share repurchase authorization is effective for a three-year period beginning on June 1, 2026. Within this timeframe, the company may repurchase shares from time to time, but it is not obligated to complete any specific amount of buybacks.

How will O’Reilly Automotive (ORLY) execute share repurchases under the program?

O’Reilly Automotive may conduct share repurchases solely through open market transactions executed by a broker-dealer at prevailing market prices. Decisions on timing and volume will consider factors such as stock price, overall market conditions, and the company’s corporate requirements at the time.

Is O’Reilly Automotive (ORLY) required to buy back a set number of shares?

No, the company states there can be no assurance regarding the number of shares it will purchase, if any. The share repurchase program is discretionary and may be increased, modified, renewed, suspended, or terminated by O’Reilly Automotive at any time without prior notice.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 3.0 KB
• EX-101 EX-101.LAB 19.6 KB
• EX-101 EX-101.PRE 12.1 KB