8-K – 2026-03-06 – tm265973d4_8k.htm

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0000898173
O REILLY AUTOMOTIVE INC

0000898173

2026-03-05
2026-03-05

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xbrli:shares

iso4217:USD

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

W ashington ,
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): March 6, 2026 ( March 5, 2026 )

 

O’Reilly Automotive, Inc.

(Exact Name of Registrant as Specified in its
Charter)

 

Missouri
000-21318
27-4358837

(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:

 
 
 
 
 

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.   ¨  

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

Underwriting Agreement

 

On
March 5 , 2026, O’Reilly Automotive, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting
Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC 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 $850,000,000
aggregate principal amount of the Company’s 5.100% Senior Notes due 2036 (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 $ 841 million, 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
at maturity its outstanding 3.550% senior notes due 2026, 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.

 

(d) Exhibits:

 

 
Exhibit No.

Description

 
 
 

 
1.1
Underwriting Agreement, dated as of March 5, 2026, by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto.

 
 
 

 
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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: 
March 6, 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)