Welcome to our dedicated page for Oreilly Automotive SEC filings (Ticker: ORLY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
O’Reilly Automotive, Inc. filings document financial results, capital structure, governance, and material corporate events for an automotive aftermarket retailer listed on the Nasdaq Global Select Market. Recent 8-K filings report quarterly and annual earnings releases, Regulation FD announcements for earnings-call timing, share repurchase authorization updates, and debt-financing transactions.
The company’s filings also cover senior note offerings, underwriting agreements, indenture terms, and repayment-related uses of proceeds. Its definitive proxy statement documents board matters, shareholder voting items, executive compensation, equity awards, and pay-versus-performance disclosures tied to O’Reilly’s public-company governance.
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 is offering $850,000,000 of 5.100% Senior Notes due 2036. The notes pay interest semi‑annually on March 12 and September 12 beginning September 12, 2026, and mature March 12, 2036.
Net proceeds — approximately $841 million after underwriting discounts and fees — are intended to repay at maturity O’Reilly’s outstanding 3.550% senior notes due 2026, repay a portion of commercial paper borrowings and, to the extent available, for general corporate purposes. The notes are unsecured, pari passu with other unsecured senior indebtedness, subject to effect of any future secured debt and structurally junior to subsidiary liabilities. The issuer may redeem the notes prior to maturity at specified redemption prices; a Change of Control Triggering Event requires an offer to repurchase at 101% of principal plus accrued interest.
O’Reilly Automotive, Inc. is offering a new series of senior unsecured notes pursuant to a preliminary prospectus supplement.
The notes will be equal in right of payment with O’Reilly’s other unsecured debt, initially will not be guaranteed by subsidiaries, and will be structurally junior to any subsidiary liabilities. The indenture includes an optional redemption feature and a Change of Control Triggering Event that would require an offer to repurchase notes at 101% of principal plus accrued interest. Net proceeds are intended to repay maturing 3.550% senior notes due March 15, 2026, to repay a portion of commercial paper and for general corporate purposes. The notes will not be listed and will be issued in book-entry form.
O’Reilly Automotive director Maria Sastre reported an open-market sale of 1,000 shares of common stock. The shares were sold at an average price of $92.681 per share. After this transaction, she held a total of 14,935 shares, including 1,965 unvested restricted shares and 12,970 shares held directly.
O’Reilly Automotive, Inc. files its annual report describing a large, growing North American auto parts retailer focused on both do-it-yourself and professional customers. The company operated 6,447 U.S. stores plus locations in Puerto Rico, Mexico, and Canada as of December 31, 2025, and opened 207 net new stores during 2025. It plans to open 225 to 235 additional net new stores in 2026, using a clustered, dual-market strategy in both dense and less populated areas.
In June 2025, O’Reilly completed a 15-for-1 forward stock split; 838,487,034 common shares were outstanding as of February 23, 2026. Management highlights 33 consecutive years of record revenues and earnings and emphasizes competitive advantages such as its regional tiered distribution network with 32 distribution centers and 399 Hub stores, extensive proprietary brands, and a highly trained workforce of 92,923 Team Members.
The report outlines major risk factors, including economic conditions, intense competition, supply chain and technology disruptions, increased debt levels, cybersecurity threats, and evolving regulations. O’Reilly states it has not experienced cybersecurity incidents that have materially affected its business but continues to invest in safeguards and enterprise-wide risk management.
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's EVP and CFO, Jeremy A. Fletcher, received a grant of nonqualified employee stock options to buy 29,256 shares of common stock at an exercise price of $98.85 per share on January 29, 2026. These options vest in four equal annual installments beginning on that date and expire on January 29, 2036.
After this grant, Fletcher beneficially owns 35,942 shares of common stock directly and 3,192 shares indirectly through the company's 401(k) plan. This filing reflects executive equity compensation rather than an open‑market share purchase or sale.
O'Reilly Automotive CEO Brad Beckham received a new stock option grant. On 01/29/2026, he was awarded 74,764 nonqualified employee stock options with an exercise price of $98.85 per share. These options vest in four equal annual installments beginning on that date and expire on 01/29/2036.
Following this grant, Beckham holds 12,005 shares of O'Reilly common stock directly and 16,314 shares indirectly through the company's 401(k) plan.
O'Reilly Automotive reported an insider equity award for senior vice president Justin Christopher Kale. On January 29, 2026, he received 3,368 nonqualified employee stock options to buy common stock at an exercise price of $98.85 per share. These options vest in four equal annual installments beginning on that grant date and expire on January 29, 2036. Following the transaction, Kale beneficially owned 2,194 shares of common stock directly and 7,530 shares indirectly through the company's 401(k) plan.