Every 8-K that O'Reilly Automotive, Inc. (ORLY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ORLY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ORLY filings page.
O’Reilly Automotive, Inc. issued three new series of unsecured senior notes under its existing shelf registration. The company sold $700,000,000 of 4.800% Senior Notes due 2029, $500,000,000 of 5.050% Senior Notes due 2031, and $400,000,000 of 5.550% Senior Notes due 2037, all governed by an Indenture with U.S. Bank Trust Company, National Association.
The notes rank equally with O’Reilly’s other unsecured, unsubordinated debt, including several existing senior note series, and are effectively junior to any future secured debt up to the value of its collateral. They are not initially guaranteed by subsidiaries, though future subsidiary debt arrangements could trigger guarantees that may later be released under specified conditions.
Each note series is callable before its par call date at a make-whole redemption price based on a Treasury Rate spread, and at par plus accrued interest thereafter. A Change of Control Triggering Event gives holders a right to require repurchase at 101% of principal plus accrued interest. The Indenture also includes covenants limiting certain liens, sale-leasebacks, and mergers, and defines customary events of default, including cross-default thresholds of $25.0 million or $100.0 million in other debt depending on whether existing notes remain outstanding.
O’Reilly Automotive, Inc. entered into an Underwriting Agreement on August 10, 2026 with J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters, for a multi‑tranche senior notes offering.
The company is issuing and selling $700,000,000 of 4.800% Senior Notes due 2029, $500,000,000 of 5.050% Senior Notes due 2031, and $400,000,000 of 5.550% Senior Notes due 2037. Estimated net proceeds are approximately $1.59 billion after underwriting discounts and offering expenses.
O’Reilly Automotive intends to use the net proceeds primarily to repay a portion of amounts outstanding under its commercial paper program and, to the extent any net proceeds remain, for general corporate purposes, including working capital, share repurchases, investments in business opportunities such as acquisitions, and related fees and expenses.
O’Reilly Automotive reported record second-quarter 2026 results, with sales of $4.89 billion, up 8% year over year, and net income of $715 million, up 7%. Diluted EPS rose 10% to $0.86, alongside a 6.0% comparable store sales increase and gross margin of 51.4% of sales.
For the first six months of 2026, sales were $9.45 billion, up 9%, and net income was $1.32 billion, up 9%, with diluted EPS up 13% to $1.58. The company repurchased 26.7 million shares for $2.43 billion year to date and raised full-year 2026 guidance, now expecting $18.9–$19.2 billion in revenue, comparable store sales growth of 4–6%, diluted EPS of $3.20–$3.30, and free cash flow of $1.8–$2.1 billion.
O’Reilly Automotive, Inc. appointed Colin Yankee as Executive Vice President and Chief Supply Chain Officer, effective July 13, 2026. He will oversee merchandise, inventory management, distribution operations, and transportation. Yankee brings more than 20 years of retail supply chain experience, most recently serving as Executive Vice President, Chief Supply Chain Officer at Tractor Supply Company since February 2020, with prior roles at Neiman Marcus and Target Corporation.
His compensation includes an annual base salary of $700,000, eligibility for an annual performance incentive with a target of 85% of base salary, and a stock option award with an estimated future fair value equal to 100% of his base salary, granted alongside other executive officers’ annual awards. He will also receive a position-level stock option grant with a $500,000 grant-date fair value on July 13, 2026, valued using the Black-Scholes option pricing model, plus benefits and a change in control severance agreement on terms consistent with other executive officers.
O’Reilly Automotive, Inc. has scheduled the release of its second quarter 2026 results for Wednesday, July 29, 2026, after 3:30 p.m. Central Time. A conference call to discuss the results will follow on Thursday, July 30, 2026, at 10:00 a.m. Central Time.
Both the earnings release and live webcast will be accessible through the Investor Relations section of the Company’s website, with a replay available through July 29, 2027. As of March 31, 2026, O’Reilly operated 6,644 stores across the United States, Puerto Rico, Mexico, and Canada.
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.
O’Reilly Automotive, Inc. reported results of its 2026 Annual Meeting and approved an equity award for its Executive Chairman. The Board granted Greg Henslee a stock option award with a grant date fair value of $2,000,000, exercisable at the closing market price on the grant date and vesting in four equal annual installments over four years, with a ten‑year term.
Shareholders elected nine directors to serve until the 2027 annual meeting, with each nominee receiving more votes for than against. Of 836,699,472 shares entitled to vote, 740,987,412 were represented in person or by proxy. Shareholders approved the Company’s advisory vote on executive compensation and ratified Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026. A shareholder proposal received fewer votes for than against and was not approved.
O’Reilly Automotive reported record first quarter 2026 results with strong growth in sales and profitability. Sales rose 10% to $4.56 billion, driven by an 8.1% increase in comparable store sales across both professional and DIY customers.
Gross profit grew 11% to $2.35 billion, and operating income increased 14% to $842 million, lifting operating margin to 18.5% of sales. Net income rose 12% to $604 million, while diluted earnings per share climbed 16% to $0.72 from $0.62, helped by share repurchases.
Free cash flow for the quarter was $785.1 million, as net cash from operating activities reached $1.03 billion. The company repurchased 10.0 million shares for $923 million in the quarter and a further 3.6 million shares for $338 million after quarter-end, with $1.14 billion remaining under its authorization. Updated 2026 guidance calls for total revenue of $18.7–$19.0 billion and diluted EPS of $3.15–$3.25.
O’Reilly Automotive, Inc. is scheduling the release of its first quarter 2026 financial results and a follow-up conference call. The company will post its first quarter 2026 results on its website after 3:30 p.m. Central Time on April 29, 2026.
Management will host a conference call to discuss these results on April 30, 2026, at 10:00 a.m. Central Time, accessible via webcast on the company’s Investor Relations website and by telephone using the provided dial-in details. As of December 31, 2025, O’Reilly operated 6,585 stores across 48 U.S. states, Puerto Rico, Mexico, and Canada.
O’Reilly Automotive, Inc. issued and sold $850,000,000 of 5.100% Senior Notes due 2036. These notes are unsecured senior obligations, ranking equally with the company’s existing senior notes and credit facility and effectively junior to any future secured debt up to the value of its collateral.
The notes pay 5.100% interest annually, with payments each March 12 and September 12, starting on September 12, 2026, and mature on March 12, 2036. Before December 12, 2035, O’Reilly may redeem them at a make-whole premium tied to a Treasury Rate plus 15 basis points; after that date, they are redeemable at par.
Upon a Change of Control Triggering Event, holders can require O’Reilly to repurchase the notes at 101% of principal plus accrued interest. The indenture includes covenants limiting certain liens, sale-leasebacks, and mergers, and defines events of default such as missed payments, covenant breaches, certain cross‑defaults above $25.0 million while existing notes remain outstanding (or $100.0 million afterward), and specified bankruptcy events.
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.
O’Reilly Automotive, Inc. filed a Form 8-K stating that on February 4, 2026 it issued a press release announcing its 2025 fourth quarter and full-year earnings. The press release is provided as Exhibit 99.1 and is furnished rather than filed for Exchange Act liability purposes.
O’Reilly Automotive, Inc. announced that its Board of Directors has increased the authorization under its share repurchase program by an additional $2.0 billion, bringing the total program authorization to $29.75 billion. The new $2.0 billion portion of the authorization is effective for a three-year period beginning on November 18, 2025.
The company may repurchase shares from time to time in the open market through a broker-dealer at prevailing market prices, taking into account factors such as share price, corporate needs, and overall market conditions. The company is not obligated to repurchase a specific number of shares, and the program can be increased, modified, renewed, suspended, or terminated at any time without prior notice.
O’Reilly Automotive, Inc. (ORLY) furnished a Form 8-K announcing it issued a press release with its 2025 third quarter earnings on October 22, 2025. The release is provided as Exhibit 99.1 under Item 2.02 (Results of Operations and Financial Condition). The company notes this information is furnished and not deemed filed under the Exchange Act.
O’Reilly Automotive, Inc. filed a current report to let investors know it has scheduled its 2025 third quarter earnings release and related conference call. The company states that it issued a press release on October 1, 2025 announcing the specific dates for these events, and that the full text of that press release is included as Exhibit 99.1 to this report.
The filing is made under Regulation FD, which is designed to ensure that all investors receive important company information at the same time. No financial results or guidance are provided here; instead, this report simply points investors to the upcoming earnings announcement and call where management will discuss the company’s third quarter performance.