ORLY 8-K Current Reports

O REILLY AUTOMOTIVE INC 8-K Report, Regulation FD Disclosure (Oct 1, 2026)

O'Reilly Automotive (ORLY) filed a Form 8-K on October 1, 2026 under Item 7.01 (Regulation FD) and Item 9.01, furnishing a press release that announces the timing of its third quarter 2026 earnings release and conference call. This is a logistical disclosure rather than a financial one: the filing contains no quarterly results, guidance changes, or operational updates. The company will release Q3 2026 results after 3:30 p.m. Central Time on Wednesday, October 28, 2026, and host its conference call at 10:00 a.m. Central Time on Thursday, October 29, 2026, via webcast and dial-in. For investors, the practical takeaway is the earnings calendar. Investors should mark October 28 and 29 as the key dates for Q3 performance, including comparable store sales, gross margin, and any updated commentary on demand in the do-it-yourself and professional installer markets. The company also noted it operated 6,695 stores across 48 U.S. states, Puerto Rico, Mexico, and Canada as of June 30, 2026, which provides context for the scale of the network that will be reflected in the upcoming results. The filing is routine and does not signal any material change in the business. Its significance is limited to scheduling. Investors seeking substantive information about the company's performance should wait for the October 28 release and the subsequent call, and should review the full press release and any accompanying materials at that time.

Oct 1, 2026 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Material Agreement (Aug 14, 2026)

O'Reilly Automotive, Inc. (ORLY) has announced a significant debt financing event through an 8-K filing on August 14, 2026. The company successfully issued and sold a total of $1.6 billion in senior notes across three tranches: $700 million in 4.800% Senior Notes due 2029, $500 million in 5.050% Senior Notes due 2031, and $400 million in 5.550% Senior Notes due 2037. This strategic move aims to bolster the company's capital structure and likely support ongoing operations, expansion initiatives, or refinancing existing debt. These new notes are general unsecured senior obligations and are on par with the company's existing unsecured and unsubordinated debt. The indenture governing these notes includes standard covenants that limit the company's ability to incur certain liens, enter into sale and leaseback transactions, and merge or consolidate. The filing also details provisions for redemption, including optional redemption at various call protection periods and mandatory repurchase at 101% of principal in the event of a Change of Control Triggering Event. Investors should note that the notes are effectively junior to any future secured indebtedness.

Aug 14, 2026 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Material Agreement (Aug 11, 2026)

O'Reilly Automotive, Inc. (ORLY) has filed an 8-K report on August 11, 2026, detailing a significant financing event. The company has entered into an Underwriting Agreement to issue and sell a substantial amount of Senior Notes across three different maturities: 2029, 2031, and 2037. This move is designed to raise approximately $1.59 billion in net proceeds after accounting for underwriting discounts and expenses. The primary intended use of these proceeds is to repay outstanding amounts under the company's commercial paper program. Any remaining funds will be allocated to general corporate purposes, which may include supporting working capital, share repurchases, and strategic investments such as acquisitions. This financing structure indicates a strategic effort by O'Reilly to optimize its capital structure and secure funds for ongoing operational needs and future growth initiatives.

Aug 11, 2026 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Financial Results (Jul 29, 2026)

O'Reilly Automotive reported record second-quarter 2026 results. Sales rose 8% to $4.89 billion, driven by 6.0% comparable store sales growth, and diluted EPS increased 10% to $0.86. Gross margin (51.4%) and operating margin (20.2%) were flat year over year, so the quarter showed volume-driven growth without margin expansion. Net income grew 7% to $715 million, slightly lagging operating income because interest expense rose about 22% to $70 million as debt increased. For the first half, sales grew 9%, comparable store sales grew 7.0%, and diluted EPS rose 13% to $1.58. Management raised full-year 2026 comparable store sales guidance to 4% to 6% and reaffirmed a net new store target of 225 to 235. Full-year diluted EPS guidance is $3.20 to $3.30, which implies second-half EPS of roughly $1.62 to $1.72 after the $1.58 first-half result. Total revenue guidance is $18.9 billion to $19.2 billion, and free cash flow guidance is $1.8 billion to $2.1 billion. The company continues to return capital aggressively: it repurchased $2.43 billion of stock in the first half and another $632 million after quarter-end, with about $1.33 billion remaining under its authorization. The balance sheet remains highly leveraged by design. Long-term debt rose to $7.01 billion from $5.82 billion a year earlier, and shareholders' deficit widened to $1.84 billion. Adjusted debt to EBITDAR increased to 2.17x from 2.06x. Inventory grew about 11% to $5.97 billion, and accounts payable covered 123.7% of inventory, down from 127.0%. Operating cash flow improved sharply to $2.04 billion year to date from $1.51 billion, supporting the free cash flow outlook.

Jul 29, 2026 8-K

Leadership Changes

O REILLY AUTOMOTIVE INC 8-K Report, Executive Changes (Jul 10, 2026)

O'Reilly Automotive, Inc. (ORLY) announced a significant appointment in its leadership team through an 8-K filing on July 10, 2026. The company has appointed Colin Yankee as its new Executive Vice President and Chief Supply Chain Officer, effective July 13, 2026. This role is critical as Mr. Yankee will oversee all facets of the company's supply chain operations, including merchandise, inventory management, distribution, and transportation. Mr. Yankee brings over two decades of extensive experience in retail supply chain management, most recently serving as Executive Vice President and Chief Supply Chain Officer at Tractor Supply Company since February 2020. His background also includes significant roles at Neiman Marcus and Target Corporation, indicating a strong track record in operational efficiency and strategic supply chain development. The compensation package for Mr. Yankee includes a base salary of $700,000, eligibility for performance-based incentives, and substantial stock option awards, reflecting the importance of his position and the company's investment in his leadership to optimize its extensive distribution network.

Jul 10, 2026 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Regulation FD Disclosure (Jul 1, 2026)

O'Reilly Automotive (ORLY) filed a Form 8-K on July 1, 2026 under Item 7.01 (Regulation FD Disclosure) and Item 9.01, furnishing a press release that announces the timing of its second quarter 2026 earnings. The release is scheduled for Wednesday, July 29, 2026, after 3:30 p.m. Central Time, and the earnings conference call is set for Thursday, July 30, 2026, at 10:00 a.m. Central Time via webcast and dial-in. The filing contains no financial results, guidance, or operational metrics, so it does not change the company's fundamental outlook. Its main value to investors is as a scheduling notice: it lets market participants plan around the Q2 2026 print, which is the company's next major catalyst. The press release notes the company operated 6,644 stores across 48 U.S. states, Puerto Rico, Mexico, and Canada as of March 31, 2026, a useful reference point for the store footprint heading into the quarter. Because the document is furnished rather than filed under Section 18 of the Exchange Act, it carries no new liability exposure, and it contains no material non-public information or unusual disclosures. Investors should treat this as routine corporate communication and focus their attention on the July 29 results and the July 30 call for substantive information.

Jul 1, 2026 8-K

Leadership ChangesShareholder Matters

O REILLY AUTOMOTIVE INC 8-K Report, Corporate Update (Jun 1, 2026)

O'Reilly Automotive, Inc. (ORLY) announced today a significant expansion of its shareholder return initiatives through an approved increase in its share repurchase program. The company's Board of Directors has authorized an additional $2.0 billion for share repurchases, bringing the total aggregate authorization to an impressive $31.75 billion. This strategic move underscores the company's confidence in its financial position and its commitment to enhancing shareholder value. The newly authorized $2.0 billion is earmarked for a three-year period commencing June 1, 2026. Share repurchases will continue to be executed through open market transactions, allowing for flexibility based on market conditions and corporate needs. Investors should note that while this signifies a substantial commitment, the actual number of shares repurchased remains subject to market dynamics and company discretion. The program's flexibility allows for modifications or termination at any time.

Jun 1, 2026 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Executive Changes (May 18, 2026)

This 8-K filing from O'Reilly Automotive, Inc. (ORLY) primarily details the outcomes of its 2026 Annual Meeting of Shareholders and key executive compensation decisions. Investors will note the re-election of all incumbent directors, indicating shareholder confidence in the current board's leadership. The company also received shareholder approval for the appointment of Ernst & Young LLP as its independent auditor for the fiscal year ending December 31, 2026, which is a routine but important governance item. A significant item for investors is the compensation awarded to Executive Chairman Greg Henslee. He received a stock option award with a grant date fair value of $2,000,000, vesting over four years, reflecting a long-term incentive structure tied to continued service. Additionally, the shareholders voted in favor of the company's executive compensation practices for 2025. The filing also shows that a shareholder proposal concerning political spending was voted down.

May 18, 2026 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Financial Results (Apr 29, 2026)

O'Reilly Automotive (ORLY) reported a strong first quarter 2026, with comparable store sales up 8.1% on top of a 3.6% gain a year earlier, and net sales up 10% to $4.56 billion. Management said professional sales grew double digits and DIY grew mid-single digits. Operating income rose 14% to $842 million, with operating margin expanding to 18.5% from 17.9%, driven by gross margin gains (51.5% vs. 51.3%) and SG&A leverage (33.0% of sales vs. 33.4%). Diluted EPS increased 16% to $0.72 on 843 million diluted shares, versus $0.62 a year earlier, reflecting both earnings growth and a roughly 2.5% lower share count. Cash generation and capital returns were prominent. Operating cash flow reached $1.03 billion in the quarter (vs. $755 million), and free cash flow was $785 million (vs. $455 million). The company repurchased 10.0 million shares for $923 million in Q1 and an additional 3.6 million shares for $338 million after quarter-end, leaving about $1.14 billion under its current authorization. Total debt rose to $6.2 billion long-term, and shareholders' deficit narrowed to $(1.07) billion, a consequence of the company's continued buybacks. Adjusted debt to EBITDAR was stable at 2.03x. Management reaffirmed a constructive outlook while updating full-year 2026 guidance, which calls for comparable store sales growth of 3.0% to 5.0%, total revenue of $18.7 billion to $19.0 billion, diluted EPS of $3.15 to $3.25, and free cash flow of $1.8 billion to $2.1 billion. The company expects 225 to 235 net new stores. The release describes stable industry demand, though it carries standard forward-looking risk language, including tariffs, consumer debt levels, and supply chain exposure.

Apr 29, 2026 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Regulation FD Disclosure (Apr 1, 2026)

O'Reilly Automotive (ORLY) filed a Form 8-K on April 1, 2026, furnishing a press release under Item 7.01 (Regulation FD) that announces the timing of its first quarter 2026 earnings release and conference call. The company will release Q1 2026 results after 3:30 p.m. Central Time on Wednesday, April 29, 2026, and host its conference call the following day, Thursday, April 30, 2026, at 10:00 a.m. Central Time via webcast and dial-in. The filing itself contains no financial results, guidance, or operational metrics. Its substance is procedural: it gives investors and analysts the schedule needed to prepare for the earnings event. The release notes that the company operated 6,585 stores across 48 U.S. states, Puerto Rico, Mexico, and Canada as of December 31, 2025, a figure that provides context on the footprint but is not new information. For investors, the key takeaway is the timing. The Q1 2026 report and the management commentary that follows will be the first substantive updates on performance, margins, comparable-store sales, and outlook for the year. The filing carries no signal of its own on those items, so the April 29-30 window is the event to watch.

Apr 1, 2026 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Material Agreement (Mar 12, 2026)

O'Reilly Automotive, Inc. (ORLY) has announced the issuance and sale of $850 million in aggregate principal amount of 5.100% Senior Notes due 2036. This financing event, detailed in an 8-K filing dated March 12, 2026, involves a new debt issuance under an updated indenture. The Notes mature in 2036, bearing a fixed interest rate of 5.100%, with semi-annual interest payments commencing September 12, 2026. These Notes represent general unsecured senior obligations of the Company and are on par with existing unsecured and unsubordinated debt. The filing outlines provisions for redemption, including an optional call prior to maturity and a mandatory repurchase option for holders in the event of a Change of Control Triggering Event. The indenture also includes covenants restricting certain liens, sale and leaseback transactions, and mergers, alongside standard event of default clauses. This move is likely part of O'Reilly's ongoing capital management strategy, potentially to fund operations, strategic initiatives, or refinance existing debt.

Mar 12, 2026 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Material Agreement (Mar 6, 2026)

O’Reilly Automotive, Inc. (ORLY) has filed an 8-K detailing a significant financing transaction. On March 5, 2026, the company entered into an Underwriting Agreement to issue and sell $850 million in aggregate principal amount of 5.100% Senior Notes due 2036. This offering is a strategic move to manage its debt obligations and enhance financial flexibility. The net proceeds, estimated at approximately $841 million after fees, are earmarked for important financial activities. A substantial portion will be used to repay the company's maturing 3.550% senior notes due in 2026, demonstrating proactive debt management. Additionally, proceeds will address outstanding commercial paper, with any remaining funds allocated for general corporate purposes, including potential share repurchases and strategic investments or acquisitions. This proactive approach to refinancing and capital allocation is key for investors to note.

Mar 6, 2026 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Financial Results (Feb 4, 2026)

O'Reilly Automotive (ORLY) reported record fourth-quarter and full-year 2025 results, extending its streak to 33 consecutive years of annual comparable store sales growth. Q4 sales rose 8% to $4.41 billion, comparable store sales grew 5.6% (on top of 4.4% a year earlier), and diluted EPS increased 13% to $0.71. Operating income grew 12% to $829 million, with the operating margin expanding to 18.8% from 18.0%, supported by a 50-basis-point gain in gross margin to 51.8%. For the full year, sales reached $17.78 billion (+6%), comparable store sales grew 4.7% (the high end of the revised 4.0%-5.0% guidance), and diluted EPS rose 10% to $2.97. Management flagged that SG&A again exceeded expectations in Q4 due to inflation in team member health care and casualty claim costs, which is the key margin watch item. Cash generation weakened in 2025. Operating cash flow was $2.76 billion, down from $3.05 billion, and free cash flow fell to $1.56 billion from $1.99 billion, as inventory growth ($5.73 billion, up about 12%) and capital expenditures ($1.17 billion) absorbed cash. O'Reilly still returned $2.10 billion to shareholders through buybacks, repurchasing 22.7 million shares, and about $2.26 billion remains under current authorizations. Long-term debt rose to $6.02 billion, and the company carries a shareholders' deficit of $(763) million, a common feature of its leveraged buyback strategy. Adjusted debt to EBITDAR ticked up to 2.03x from 1.99x. For 2026, guidance calls for comparable store sales growth of 3.0%-5.0%, total revenue of $18.7-19.0 billion, diluted EPS of $3.10-3.20 (roughly 4%-8% growth), an operating margin of 19.2%-19.7%, and free cash flow of $1.8-2.1 billion. The company plans 225-235 net new stores, reflecting continued expansion and the new Virginia distribution center that supports mid-Atlantic growth. The guidance implies a modest deceleration in comparable sales and earnings growth versus 2025, and investors will likely focus on whether SG&A cost inflation can be contained and whether free cash flow recovers.

Feb 4, 2026 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Regulation FD Disclosure (Jan 2, 2026)

O'Reilly Automotive (ORLY) filed a Form 8-K on January 2, 2026, under Regulation FD (Item 7.01) to announce the timing of its fourth-quarter and full-year 2025 earnings release. The company will report results after 3:30 p.m. Central Time on Wednesday, February 4, 2026, and will host its conference call on Thursday, February 5, 2026, at 10:00 a.m. Central Time. The filing itself contains no financial results, guidance, or operational metrics, so it is primarily a scheduling disclosure. For investors, the practical takeaway is the calendar: the earnings release and call are the next major catalysts for the stock, and the company is giving roughly a month's notice. The press release also reiterates that as of September 30, 2025, O'Reilly operated 6,538 stores across 48 U.S. states, Puerto Rico, Mexico, and Canada, a figure that reflects the most recent store count disclosed in this document rather than new information. The filing is routine in nature and carries no new material information on performance, capital allocation, or management changes. Investors seeking substance should focus on the February 4 release, which will include Q4 and full-year 2025 financial results, and the February 5 call, where management typically discusses trends, outlook, and commentary on the automotive aftermarket environment.

Jan 2, 2026 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Corporate Update (Dec 1, 2025)

O'Reilly Automotive, Inc. (ORLY) has filed an 8-K report detailing the establishment of a Rule 10b5-1 trading plan by its Executive Chairman, Greg Henslee. This plan allows for the sale of up to 138,705 shares of common stock, with sales expected to commence around March 5, 2026, and conclude by April 27, 2026. The primary purpose of this plan is to facilitate the exercise and subsequent sale of stock options that are nearing their expiration in February 2027. Investors should note that the plan was established during an unrestricted trading window and at a time when Mr. Henslee was not in possession of material, non-public information. This is a standard practice designed to provide executives with a pre-determined method for managing their stock holdings and exercising options in a compliant manner. Mr. Henslee has committed to public disclosure of any option exercises and stock sales under this plan, aligning with federal securities laws and enhancing transparency for shareholders.

Dec 1, 2025 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Corporate Update (Nov 18, 2025)

O'Reilly Automotive, Inc. (ORLY) has announced a significant expansion of its share repurchase program. On November 17, 2025, the Board of Directors approved an additional $2.0 billion for share buybacks, bringing the total authorization to $29.75 billion. This increased authorization is set to run for a three-year period, commencing November 18, 2025. This move signals management's continued confidence in the company's financial health and its commitment to returning capital to shareholders. Investors should note that the repurchases will be conducted through open market transactions at prevailing market prices, and the exact number of shares purchased will depend on various market and corporate factors. The program's flexibility allows for modifications or termination at any time, a common practice for such capital return initiatives.

Nov 18, 2025 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Financial Results (Oct 22, 2025)

O'Reilly Automotive reported third-quarter 2025 results that were strong on the top and middle of the income statement. Sales rose 8% to $4.71 billion, comparable store sales grew 5.6% on top of a 1.5% comparison, operating income rose 9% to $976 million (20.7% of sales), and diluted EPS rose 12% to $0.85. Gross margin expanded to 51.9% from 51.6%, while SG&A held roughly flat as a share of sales at 31.1%. Management raised full-year 2025 comparable store sales guidance to 4.0%-5.0% and reaffirmed a diluted EPS range of $2.90-$3.00 and a free cash flow range of $1.5-$1.8 billion. Cash generation was the weak spot. Quarterly free cash flow fell to $297 million from $500 million a year earlier, and nine-month operating cash flow declined 12% to $2.13 billion. Management attributed the full-year operating cash flow guidance cut to $2.6-$3.0 billion to accelerating the payment of transferable renewable energy tax credits that had been expected in early 2026. That change lowered the expected full-year tax rate to 21.6% from 22.3%. Inventory rose 14% year over year to $5.61 billion, and capital expenditures for the nine months rose to $900 million from $733 million, which pressured free cash flow. Inventory growth outpacing sales and a lower accounts payable-to-inventory ratio (125.9% vs. 129.4%) are worth monitoring. Capital returns and balance sheet metrics were steady. The company repurchased $420 million of stock in the quarter and has about $820 million left under its current authorization. Adjusted debt to EBITDAR rose to 2.04x from 1.96x, and the company still reports a total shareholders' deficit of $895 million, which is typical for a buyback-heavy retailer. Store count reached 6,538, with 200-210 net new openings expected for 2025. Based on guidance, the implied fourth-quarter EPS is about $0.65-$0.75, and the implied fourth-quarter free cash flow is about $0.3-$0.6 billion.

Oct 22, 2025 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Regulation FD Disclosure (Oct 1, 2025)

On October 1, 2025, O'Reilly Automotive (Nasdaq: ORLY) filed a Form 8-K under Regulation FD (Item 7.01) to announce the timing of its third quarter 2025 financial results and conference call. The filing contains no financial results, guidance, or operational metrics. It only sets the calendar for investors and analysts. The company will release Q3 2025 results after 3:30 p.m. Central Time on Wednesday, October 22, 2025, on its investor relations website. It will host a webcast conference call on Thursday, October 23, 2025, at 10:00 a.m. Central Time. The replay will remain available on the company's website through October 22, 2026. The press release was attached as Exhibit 99.1. For investors, this is a routine administrative disclosure with no direct fundamental impact. The substantive information will come with the earnings release and call. Investors should watch for same-store sales trends, gross margin, store growth (the company operated 6,483 stores as of June 30, 2025), and any updates to full-year guidance.

Oct 1, 2025 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Financial Results (Jul 23, 2025)

O'Reilly Automotive reported record second-quarter 2025 sales of $4.53 billion, up 6% year over year, with comparable store sales up 4.1% on top of a 2.3% gain a year earlier. Growth was driven by both professional (sales to professional service providers rose about 9%) and do-it-yourself customers (up about 4%). Gross margin expanded 70 basis points to 51.4%, but SG&A grew faster than sales, to 31.2% of sales from 30.5%. As a result, operating margin was flat at 20.2% and operating income rose 6% to $914 million. Diluted EPS increased 11% to $0.78, helped by a 3% reduction in diluted share count (858 million versus 886 million) and a 15-for-1 forward stock split completed June 10, 2025. Per-share figures in the release are split-adjusted. Management raised full-year 2025 comparable store sales guidance to 3.0%-4.5% and reiterated diluted EPS guidance of $2.85-$2.95, total revenue of $17.5-$17.8 billion, and 200-210 net new stores. Cash generation weakened in the first half: operating cash flow was $1.51 billion versus $1.65 billion, capital expenditures rose 24% to $588 million, and free cash flow fell 22% to $904 million. The company continued to return capital, repurchasing $617 million of stock in Q2 and $1.18 billion year to date, with about $1.16 billion remaining under its authorization. Leverage is rising modestly, with adjusted debt to EBITDAR at 2.06x versus 1.97x a year ago, and the balance sheet still carries a shareholders' deficit of about $1.23 billion because of cumulative buybacks. Overall, the quarter shows solid top-line momentum and share gains with steady EPS growth, supported by buybacks. The main watch items are flat operating margins, weaker first-half free cash flow, and inventory growth, with inventory up about 6% year over year and turnover slipping to 1.6x from 1.7x.

Jul 23, 2025 8-K

Leadership ChangesShareholder MattersCorporate Changes+1

O REILLY AUTOMOTIVE INC 8-K Report, Regulation FD Disclosure (Jul 1, 2025)

O'Reilly Automotive (ORLY) filed a Form 8-K on July 1, 2025 under Regulation FD (Item 7.01) to announce the timing of its second quarter 2025 financial results. The company will release Q2 2025 results after 3:30 p.m. Central Time on Wednesday, July 23, 2025, and will host a conference call and webcast on Thursday, July 24, 2025, at 10:00 a.m. Central Time. The filing is procedural in nature and contains no financial results, guidance, or material operating updates. For investors, the key takeaway is the schedule rather than any new information. The earnings date and call details give shareholders and analysts a clear window to prepare. The press release notes that the company operated 6,416 stores across 48 U.S. states, Puerto Rico, Mexico, and Canada as of March 31, 2025, which is a reference point from the prior period rather than a new disclosure. The replay of the call will be accessible on the company's website through July 23, 2026. The filing is standard practice for a large-cap public company ahead of its quarterly reporting cycle. Because the 8-K was furnished rather than filed under Section 18 of the Exchange Act, its contents are not subject to that section's liability provisions. Investors seeking performance data should wait for the July 23 earnings release and the subsequent call for results, margin trends, comparable store sales, and any updated outlook.

Jul 1, 2025 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Executive Changes (May 19, 2025)

O'Reilly Automotive, Inc. (ORLY) filed an 8-K on May 19, 2025, detailing key corporate actions from its May 15, 2025, Annual Meeting of Shareholders. The most significant event for investors is the overwhelming approval of a 15-for-1 stock split, implemented through an amendment to the Articles of Incorporation that increases authorized shares. This move, effective May 16, 2025, with shares trading on a post-split basis expected by June 10, 2025, aims to enhance stock liquidity and accessibility. Additionally, the filing confirms the re-election of all incumbent directors for another term and the resignation of Larry O'Reilly from the Board in line with the company's mandatory retirement policy. Shareholders also approved the company's auditor, Ernst & Young LLP, and the executive compensation for 2024 on an advisory basis. Notably, a shareholder proposal regarding an improved clawback policy for unearned executive pay was voted down.

May 19, 2025 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Financial Results (Apr 23, 2025)

O'Reilly Automotive (ORLY) reported first quarter 2025 results that were solid but showed margin pressure at the operating line. Sales rose 4% to $4.14 billion, driven by a 3.6% comparable store sales increase (professional up mid-single digits, DIY up low-single digits), at the high end of management's expectations. Gross margin edged up to 51.3% of sales from 51.2%, but SG&A grew 8% to 33.4% of sales, compressing operating margin to 17.9% from 18.9%. Operating income fell 1% to $741 million and net income fell 2% to $538 million, while diluted EPS rose 2% to $9.35 thanks to a roughly 2% lower diluted share count (57.6 million vs. 59.5 million). Cash generation and capital return remained strong. Operating cash flow was $755 million and free cash flow was $455 million. The company repurchased $559 million of stock in the quarter and an additional $122 million after quarter-end, leaving about $1.81 billion under its authorization. The company opened 38 net new stores, ending the quarter with 6,416 locations. Management maintained full-year 2025 comparable store sales guidance of 2% to 4% and reaffirmed the underlying assumptions, but flagged a high degree of uncertainty from the changing tariff landscape. Full-year EPS guidance of $42.90 to $43.40 and free cash flow guidance of $1.6 to $1.9 billion were also reported. For investors, the key questions are whether SG&A growth can be contained as the store base expands and whether tariff-related cost and pricing dynamics will affect the second half of the year. The balance sheet remains structurally levered, with a shareholders' deficit of about $1.36 billion and adjusted debt to EBITDAR of 2.03x, a level management considers manageable given its ongoing buybacks.

Apr 23, 2025 8-K

Material AgreementsFinancial EventsOther Events+1

O REILLY AUTOMOTIVE INC 8-K Report, Regulation FD Disclosure (Apr 1, 2025)

O'Reilly Automotive (Nasdaq: ORLY) filed a Form 8-K on April 1, 2025 under Regulation FD (Item 7.01) to announce the timing of its first quarter 2025 earnings release and conference call. The company will release Q1 2025 results after 3:30 p.m. Central Time on Wednesday, April 23, 2025, and will host its conference call the following day, Thursday, April 24, 2025, at 10:00 a.m. Central Time via webcast. The filing contains no financial results, guidance, or other material operating data. Its investor significance is limited to scheduling: it gives analysts and investors the calendar needed to prepare for the quarterly report. The release is attached as Exhibit 99.1 and is furnished, not filed, so it is not subject to Section 18 liabilities. For context, the release notes that as of December 31, 2024, O'Reilly operated 6,378 stores across 48 U.S. states, Puerto Rico, Mexico, and Canada. Investors should treat the April 23 release as the substantive event, since the actual performance data will be disclosed then.

Apr 1, 2025 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Material Agreement (Apr 1, 2025)

O'Reilly Automotive, Inc. (ORLY) announced on April 1, 2025, that it has entered into a First Amended and Restated Credit Agreement, effective March 31, 2025. This agreement establishes a new five-year, $2.25 billion unsecured revolving credit facility maturing in March 2030, with provisions for potential increases up to $3.15 billion. This refinancing enhances the company's financial flexibility and access to capital, crucial for supporting ongoing operations and potential strategic initiatives. The facility includes customary covenants and financial ratios, indicating prudent financial management and adherence to industry standards. In conjunction with the credit facility amendment, O'Reilly also increased the size of its commercial paper program. The aggregate principal amount of commercial paper that can be outstanding at any time has been raised to $2.25 billion, up from $1.8 billion. This move further diversifies O'Reilly's short-term funding sources and provides additional liquidity, which is beneficial for managing working capital needs and short-term financing requirements in the dynamic automotive aftermarket sector.

Apr 1, 2025 8-K

Regulation FDOther EventsExhibits & Filings

O REILLY AUTOMOTIVE INC 8-K Report, Regulation FD Disclosure (Mar 13, 2025)

O'Reilly Automotive (ORLY) filed an 8-K on March 13, 2025 announcing that its Board of Directors approved a 15-for-1 stock split, structured as a one-time special stock dividend. The split is conditional on shareholder approval of an amendment to the Articles of Incorporation increasing authorized common shares; the company plans to seek that approval at its annual meeting on May 15, 2025. If approved and effected, holders of record as of June 2, 2025 would receive fourteen additional shares for each share held, distributed after market close on June 9, 2025, with post-split trading expected to begin at market open on June 10, 2025. Management frames the split as a way to broaden employee ownership rather than as a signal in its own right. CEO Brad Beckham said the split makes shares more accessible to team members, who can buy whole shares more easily through the employee stock purchase program, which offers a 15% discount via payroll deductions. He cited a share price increase of over 4,330% since the company's 2005 split, roughly 21% annualized. The filing itself contains no new financial results, guidance, or changes to fundamentals, so the split is primarily a capital-structure and share-count event. For investors, the key points are mechanical: the split does not change economic ownership or market value in theory, but it will reduce the per-share price and increase share count by a factor of 15. Equity awards, equity plan share reserves, exercise prices, and authorized buyback programs will be proportionately adjusted if the split proceeds. Investors should watch the May 2025 shareholder vote, the record and distribution dates, and whether the company's ongoing operating performance supports the share price after the adjustment.

Mar 13, 2025 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Financial Results (Feb 5, 2025)

O'Reilly Automotive (ORLY) reported record fourth-quarter and full-year 2024 revenue, extending its streak to 32 consecutive years of comparable store sales growth. Q4 sales rose 7% to $4.10 billion and comparable store sales grew 4.4%, while full-year sales reached $16.71 billion (+6%) with comparable store sales up 2.9%, at the high end of the revised 2%–3% guidance. Profitability was mixed: Q4 operating income rose 3% to $739 million, but operating margin compressed to 18.0% from 18.8%, and Q4 net income was flat at $551 million. The margin pressure stemmed largely from a $35 million ($0.46 per diluted share after tax) charge to increase self-insurance reserves for pre-2024 auto liability claims, along with SG&A growth of 9% outpacing sales growth. Full-year diluted EPS grew 6% to $40.66 on a 4% lower share count, aided by buybacks of $2.08 billion. Cash generation and capital returns remained strong. Operating cash flow was $3.05 billion and free cash flow was $1.99 billion for the year. The company opened 198 net new stores and completed the relocation of its Atlanta distribution center. Management guided 2025 to 2.0%–4.0% comparable store sales growth, $17.4–17.7 billion in revenue, and diluted EPS of $42.60–$43.10, implying roughly 4%–6% EPS growth, with free cash flow of $1.6–1.9 billion. Balance sheet metrics show adjusted debt to EBITDAR improving to 1.99x from 2.03x, though the company still carries a shareholders' deficit of about $1.37 billion, a structural result of its aggressive buyback history rather than a sign of distress. For investors, the report reflects a steady, share-gain-oriented retailer facing a tougher demand backdrop, with full-year 2024 results below the company's own expectations entering the year. The key debates going into 2025 are whether comparable sales can re-accelerate within the guided range, whether the self-insurance charge signals ongoing liability cost pressure, and whether inventory growth (up about 9% year over year) remains in line with sales.

Feb 5, 2025 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Regulation FD Disclosure (Jan 2, 2025)

O'Reilly Automotive (ORLY) filed a Form 8-K on January 2, 2025 under Regulation FD (Item 7.01) to announce the timing of its fourth-quarter and full-year 2024 earnings release and conference call. The filing contains no financial results, guidance, or other material operating data. The company will release results after 3:30 p.m. Central Time on Wednesday, February 5, 2025, with the conference call following at 10:00 a.m. Central Time on Thursday, February 6, 2025. For investors, the filing is primarily a scheduling notice. Its main value is establishing the date on which the company's Q4 and FY2024 financial results will become public, which is the key catalyst investors should track. The press release also notes that as of September 30, 2024, O'Reilly operated 6,291 stores across 48 U.S. states, Puerto Rico, Mexico, and Canada, a figure that gives context on the scale of the retail footprint but is not new performance data. The filing is administrative in nature and does not signal any change in business condition, capital allocation, management, or strategy. Investors should treat it as a calendar item and look to the February 5 release and February 6 call for substantive information on fourth-quarter and full-year 2024 performance.

Jan 2, 2025 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Corporate Update (Nov 22, 2024)

O'Reilly Automotive, Inc. (ORLY) announced a significant expansion of its share repurchase program on November 22, 2024, via an 8-K filing. The company's Board of Directors approved an additional $2.0 billion authorization, bringing the total aggregate authorization under the program to $27.75 billion. This incremental authorization is slated to be effective for a three-year period commencing November 22, 2024. This move signals continued confidence from O'Reilly's management in the company's financial health and its stock valuation. Investors should note that the repurchases will be conducted through open market transactions at prevailing market prices, subject to various factors like corporate needs and market conditions. The program's flexibility allows for adjustments, suspension, or termination at any time without prior notice.

Nov 22, 2024 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Financial Results (Oct 23, 2024)

O'Reilly Automotive (ORLY) reported third-quarter 2024 results that were solid on the top line but below management's own expectations. Sales rose 4% to $4.36 billion and comparable store sales grew just 1.5% (against a tough 8.7% comparison), while diluted EPS increased 6% to $11.41, aided by a 3% reduction in diluted share count (58.3 million vs. 60.6 million). Operating income was flat at $897 million, and operating margin compressed roughly 80 basis points to 20.5% as SG&A grew 7%, outpacing gross profit growth of 4%. Management cited broad-based consumer pressure and soft demand across both the professional and DIY segments, though the professional business continued to gain share. Management tightened full-year 2024 comparable store sales guidance to 2.0%–3.0% from 2.0%–4.0%, lowering the top end of the range. Updated guidance also calls for diluted EPS of $40.60–$41.10, operating margin of 19.4%–19.9%, free cash flow of $1.8–$2.1 billion, and revenue of $16.6–$16.8 billion. The company continued aggressive capital returns, repurchasing $541 million of stock in the quarter and $1.6 billion year-to-date, with about $898 million remaining under its authorization. Balance sheet metrics show a shareholders' deficit of $1.44 billion and adjusted debt to EBITDAR of 1.96x, which remains manageable for the company's debt profile. For investors, the key takeaways are that the demand environment softened meaningfully in the quarter, margin pressure from SG&A deleverage is becoming more visible, and EPS growth is increasingly reliant on buybacks rather than operating growth. Year-to-date operating income grew only 2%, and the implied fourth-quarter outlook is more conservative. Watching whether comparable sales can stabilize in the mid-single-digit range against easier comparisons and whether SG&A leverage returns will be central to the investment thesis.

Oct 23, 2024 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Regulation FD Disclosure (Oct 1, 2024)

O'Reilly Automotive (Nasdaq: ORLY) filed a Form 8-K on October 1, 2024 under Regulation FD (Item 7.01) to announce the timing of its third quarter 2024 earnings release and conference call. The filing contains no financial results, guidance, or operating metrics. The company will release Q3 2024 results after 3:30 p.m. Central Time on Wednesday, October 23, 2024, and will hold a webcast conference call on Thursday, October 24, 2024, at 10:00 a.m. Central Time. For investors, the filing is primarily a scheduling notice. It signals the date when results and management commentary on the quarter will become available, which is the key event for those tracking the stock around that period. The press release also restates the company's footprint as of June 30, 2024: 6,244 stores across 48 U.S. states, Puerto Rico, Mexico, and Canada. It describes O'Reilly as one of the largest specialty retailers of automotive aftermarket parts, tools, supplies, equipment, and accessories in the U.S., serving both do-it-yourself and professional service provider customers. The 8-K itself does not provide any basis for evaluating the company's performance or valuation. Investors seeking those conclusions should review the Q3 2024 earnings release and the subsequent conference call.

Oct 1, 2024 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Material Agreement (Aug 19, 2024)

O'Reilly Automotive, Inc. (ORLY) announced on August 19, 2024, the issuance and sale of $500,000,000 in aggregate principal amount of 5.000% Senior Notes due 2034. These notes are general unsecured senior obligations of the company, ranking equally with its other unsecured and unsubordinated debt, but effectively junior to any future secured indebtedness. The proceeds from this offering will be used for general corporate purposes, implying a continuation of the company's ongoing operational and strategic initiatives. These new notes mature in 10 years and carry a fixed interest rate of 5.000% per annum, payable semi-annually. The offering was completed under the company's existing shelf registration statement. The indenture governing these notes includes covenants that limit the company's and its subsidiaries' ability to incur certain liens, enter into sale and leaseback transactions, and engage in mergers or consolidations, with standard exceptions. The terms also outline provisions for redemption at the company's option prior to maturity or upon a Change of Control Triggering Event, at which point noteholders have the right to require repurchase.

Aug 19, 2024 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Material Agreement (Aug 13, 2024)

O'Reilly Automotive, Inc. (ORLY) announced on August 12, 2024, that it has entered into an Underwriting Agreement to issue and sell $500 million in aggregate principal amount of 5.000% Senior Notes due 2034. The net proceeds, estimated at approximately $495 million after fees and discounts, are primarily intended to repay outstanding amounts under the company's commercial paper program. Any remaining proceeds will be allocated to general corporate purposes, including working capital, stock repurchases, and potential business investments like acquisitions. This debt issuance provides O'Reilly with a clear strategy for managing its short-term debt obligations and offers financial flexibility for future growth initiatives.

Aug 13, 2024 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Financial Results (Jul 24, 2024)

O'Reilly Automotive (ORLY) reported second-quarter 2024 results on July 24, 2024, showing record quarterly sales of $4.27 billion (up 5% year over year) and diluted EPS of $10.55 (up 3%), but the quarter's comparable store sales growth of 2.3% fell short of management's expectations. CEO Brad Beckham attributed the shortfall to a soft demand environment that persisted through May, with June improving in line with expectations on the strength of summer weather-related categories. Professional business delivered solid mid-single-digit growth. Operating margin compressed to 20.2% from 21.0%, as gross margin declined 60 basis points to 50.7% and SG&A deleveraged to 30.5% of sales. The most consequential change for investors is the cut to full-year 2024 comparable store sales guidance, from 3.0%-5.0% to 2.0%-4.0%. Management reaffirmed 190-200 net new store openings and updated diluted EPS guidance of $40.75-$41.25, and it noted that the Vast Auto acquisition in Canada adds an estimated 30 basis points of gross margin dilution. Year-to-date operating cash flow was $1.65 billion, and the company repurchased $794 million of stock in the quarter, with about $1.28 billion remaining under its authorization. Balance sheet metrics are stable: adjusted debt to EBITDAR was 1.97x, versus 1.92x a year earlier, and the company continues to carry a shareholders' deficit driven by its buyback program. Investors will likely focus on whether the demand softness proves temporary and on the margin trajectory in the second half of the year.

Jul 24, 2024 8-K

Leadership ChangesShareholder Matters

O REILLY AUTOMOTIVE INC 8-K Report, Regulation FD Disclosure (Jul 1, 2024)

O'Reilly Automotive (Nasdaq: ORLY) filed a Form 8-K on July 1, 2024 under Regulation FD (Item 7.01) to announce the timing of its second quarter 2024 earnings. The company will release results on Wednesday, July 24, 2024, after 3:30 p.m. Central Time, and will host its conference call on Thursday, July 25, 2024, at 10:00 a.m. Central Time. The filing is a logistical announcement and contains no financial results, guidance, or operating metrics. The press release notes that as of March 31, 2024, O'Reilly operated 6,217 stores across 48 U.S. states, Puerto Rico, Mexico, and Canada, and describes the company as one of the largest specialty retailers of automotive aftermarket parts in the United States, serving both do-it-yourself and professional service provider customers. The store count is a useful reference point for the scale of the business, but it is not new information from this filing. For investors, the key takeaway is the schedule: the Q2 2024 results and the associated management commentary will be the substantive catalysts, and this 8-K should be read as a calendar notice rather than a fundamental update. The webcast and replay details are available on the company's investor relations website, with a replay accessible through July 24, 2025.

Jul 1, 2024 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Executive Changes (May 22, 2024)

O'Reilly Automotive, Inc. (ORLY) filed an 8-K report on May 22, 2024, detailing the outcomes of its 2024 Annual Meeting of Shareholders held on May 16, 2024. The primary focus of this filing is the election of the Board of Directors and the voting results on several key proposals. All incumbent directors were re-elected, ensuring continuity in leadership. The filing also confirms the ratification of Ernst & Young LLP as the independent auditor for fiscal year 2024 and provides advisory vote results on executive compensation. A shareholder proposal for an Independent Board Chairman was voted down by the shareholders. Notably, the filing also announced the resignation of a board member, Jay D. Burchfield, in line with the company's mandatory retirement age policy. The composition of the Board's committees, including the Audit Committee, Human Capital and Compensation Committee, and Corporate Governance/Nominating Committee, remains unchanged, with Thomas T. Hendrickson appointed as Independent Lead Director. These actions provide stability and reaffirm shareholder confidence in the current governance structure and external audit.

May 22, 2024 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Financial Results (Apr 24, 2024)

O'Reilly Automotive (ORLY) reported first quarter 2024 results on April 24, 2024, showing continued top-line and earnings growth. Sales rose 7% to $3.98 billion, comparable store sales grew 3.4% (on top of a strong 10.8% comparison from the prior year), and diluted EPS increased 11% to $9.20. Gross margin expanded modestly to 51.2% of sales, while SG&A deleverage (32.2% of sales vs. 31.7%) pushed operating margin down to 18.9% from 19.3%, leaving operating income up 5% to $752 million. Net income rose 6% to $547 million. Growth was supported by 37 new stores opened during the quarter and the January acquisition of Vast Auto, which added 23 stores in Canada. Capital allocation remained shareholder-friendly: the company repurchased $270 million of stock in Q1 and a further $79 million after quarter-end, with roughly $2.22 billion remaining under current authorizations. Free cash flow was $439 million in the quarter, down from $486 million a year earlier, reflecting higher capex and acquisition-related outflows. Management updated full-year 2024 guidance, projecting comparable store sales growth of 3.0% to 5.0%, revenue of $16.8 to $17.1 billion, diluted EPS of $41.35 to $41.85, and free cash flow of $1.8 to $2.1 billion. The company's balance sheet carries a shareholders' deficit and adjusted debt to EBITDAR of 1.95x, which is stable year over year, and the filing signals continued reliance on buybacks and debt-funded growth.

Apr 24, 2024 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

O REILLY AUTOMOTIVE INC 8-K Report, Regulation FD Disclosure (Apr 1, 2024)

O'Reilly Automotive (ORLY) filed a Form 8-K on April 1, 2024 under Regulation FD (Item 7.01) to announce the timing of its first quarter 2024 results. The filing contains no financial results, guidance, or operational metrics. Its only substantive content is a scheduling notice: the company will release Q1 2024 earnings after 3:30 p.m. Central Time on Wednesday, April 24, 2024, and host its conference call at 10:00 a.m. Central Time on Thursday, April 25, 2024. The filing is administrative in nature and should be read as a calendar event rather than a fundamental update. For investors, the practical takeaway is the earnings date itself. The release-then-call sequence (results after market close, call the following morning) is standard for the company. The press release also restates that as of December 31, 2023, O'Reilly operated 6,157 stores across 48 U.S. states, Puerto Rico, and Mexico, a scale reference rather than new information. Replay access is available through April 24, 2025, and analysts are invited to join the call. Investors seeking performance signals should focus on the Q1 2024 earnings release itself, including comparable store sales, gross margin, same-store sales trends in the DIY and professional segments, and any updated commentary on full-year outlook. This 8-K should not be interpreted as containing any of those figures.

Apr 1, 2024 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Financial Results (Feb 7, 2024)

O'Reilly Automotive (ORLY) reported record fourth-quarter and full-year 2023 results, with comparable store sales up 3.4% in Q4 (on top of a 9.0% comp a year earlier) and 7.9% for the full year. Q4 sales rose 5% to $3.83 billion, operating income rose 5% to $719 million, and diluted EPS rose 11% to $9.26. For the full year, sales grew 10% to $15.81 billion, operating income grew 8% to $3.19 billion, and diluted EPS grew 15% to $38.47, marking the company's 31st consecutive year of comparable store sales growth. Operating margin compressed modestly to 20.2% from 20.5% for the year, reflecting SG&A growth outpacing gross profit growth. The company issued 2024 guidance calling for comparable store sales growth of 3.0% to 5.0%, total revenue of $16.8 billion to $17.1 billion, and diluted EPS of $41.05 to $41.55. Guidance includes the Canadian acquisition of Groupe Del Vasto, which closed in January 2024 and is expected to dilute gross margin by roughly 25 basis points and operating margin by roughly 15 basis points. Free cash flow guidance is $1.8 billion to $2.1 billion, down from $1.99 billion in 2023 as capital expenditures rise to $900 million to $1.0 billion. Management also continued aggressive capital returns, repurchasing $3.15 billion of stock in 2023 with about $2.47 billion of authorization remaining. Leadership continuity was a key item in the filing. The previously announced succession plan was completed on January 31, 2024, when Greg Johnson retired as CEO and Brad Beckham was promoted to CEO, with Brent Kirby named President. Board member Jay Burchfield is retiring under the board's mandatory retirement policy, and the board has nominated Greg Johnson to fill his seat at the May 2024 annual meeting. Leverage remains elevated, with adjusted debt to EBITDAR rising to 2.03x from 1.84x, and total shareholders' deficit widened to $(1.74) billion, a structural feature of the company's aggressive buyback program.

Feb 7, 2024 8-K

Other EventsExhibits & Filings

O REILLY AUTOMOTIVE INC 8-K Report, Regulation FD Disclosure (Jan 2, 2024)

O'Reilly Automotive (ORLY) filed a Form 8-K on January 2, 2024, under Regulation FD (Item 7.01) to announce the timing of its fourth-quarter and full-year 2023 earnings release and conference call. The filing is administrative in nature and contains no financial results, guidance, or operational metrics. The company will release its Q4 and full-year 2023 results after 3:30 p.m. Central Time on Wednesday, February 7, 2024, and will host a webcast conference call at 10:00 a.m. Central Time on Thursday, February 8, 2024. For investors, the key takeaway is the schedule rather than the content. The earnings date gives shareholders and analysts a clear window to prepare models and positioning ahead of the results. The release also reiterates the company's scale, noting 6,111 stores across 48 U.S. states, Puerto Rico, and Mexico as of September 30, 2023, which is a reference point for the store footprint rather than new information. The filing was signed by CFO Jeremy A. Fletcher, and the attached press release (Exhibit 99.1) is the only substantive document. Because the 8-K does not disclose any performance data, investors should look to the February 7 release for the actual results, margin trends, comparable store sales, and any updated outlook.

Jan 2, 2024 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Corporate Update (Dec 18, 2023)

On December 18, 2023, O'Reilly Automotive (ORLY) disclosed in an 8-K that it signed a definitive stock purchase agreement with the shareholders of Groupe Del Vasto, which operates as Vast-Auto Distribution of Montreal, Quebec. Under the agreement, O'Reilly will acquire all outstanding shares of Groupe Del Vasto and its affiliated entities. The filing marks O'Reilly's entry into the Canadian automotive aftermarket. The transaction is expected to close in January 2024, subject to customary closing conditions and regulatory approvals. Vast-Auto, founded in 1986 and family-owned, is a distributor and marketer of auto parts for independent stores in Eastern Canada. It operates two distribution centers, six satellite warehouses, and 23 company-owned stores across five Canadian provinces, and it supports hundreds of independent partners and thousands of jobber and professional customers. The company has more than 500 team members. Management will remain in place under president and CEO Mauro Cifelli, and O'Reilly says it intends to keep the existing operating model and grow the business. The filing does not disclose the purchase price, consideration form, Vast-Auto's revenue or earnings, or the expected financial impact on O'Reilly. Investors should therefore treat the announcement as a strategic expansion step whose significance depends on terms and financials that will likely be disclosed later, such as at closing or in subsequent filings.

Dec 18, 2023 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Corporate Update (Dec 7, 2023)

O'Reilly Automotive, Inc. (ORLY) has filed an 8-K report detailing a new stock trading plan established by its Chief Executive Officer, Greg Johnson, under Rule 10b5-1. This plan allows for the sale of up to 32,291 shares of common stock at specified market prices. The sales are anticipated to commence around March 4, 2024, and conclude by December 31, 2024. The primary purpose of this plan is to facilitate the exercise and subsequent sale of stock options held by Mr. Johnson, which are set to expire in February 2028. The plan was established during an open trading window and when Mr. Johnson was not privy to any material non-public information, adhering to regulatory requirements. Investors should note that Mr. Johnson intends to publicly disclose all option exercises and stock sales made under this plan, as mandated by federal securities laws.

Dec 7, 2023 8-K

Leadership ChangesOther Events

O REILLY AUTOMOTIVE INC 8-K Report, Material Agreement (Nov 20, 2023)

O'Reilly Automotive, Inc. (ORLY) announced the issuance and sale of $750 million aggregate principal amount of 5.750% Senior Notes due November 20, 2026. This financing activity, detailed in an 8-K filing dated November 20, 2023, aims to bolster the company's financial flexibility and may fund general corporate purposes. The notes are unsecured, senior obligations of the company, ranking equally with other existing unsecured and unsubordinated debt. Investors should note that the notes are effectively junior to any future secured indebtedness. While not initially guaranteed by subsidiaries, a future subsidiary guarantee of other specified debt would trigger a guarantee of these notes. The indenture includes standard covenants restricting liens, sale and leaseback transactions, and significant asset transfers, alongside customary events of default, including provisions for acceleration of debt upon specific triggers. The company retains the option to redeem the notes prior to maturity under specified conditions, and holders have a repurchase right in the event of a Change of Control Triggering Event.

Nov 20, 2023 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Executive Changes (Nov 16, 2023)

O'Reilly Automotive, Inc. (ORLY) filed an 8-K on November 16, 2023, primarily detailing a compensatory arrangement for its retiring CEO, Greg Johnson, and a significant expansion of its share repurchase program. In light of Mr. Johnson's upcoming retirement in early 2024, the company has approved the cancellation of his February 2, 2023, non-qualified stock option award. This award has been replaced with a cash-based award of equivalent grant-date fair value, to be paid out upon his retirement. Furthermore, the Board of Directors has approved an increase of $2.0 billion to the existing share repurchase program. This brings the aggregate authorization for share repurchases to $25.75 billion and is effective for a three-year period starting November 16, 2023. These repurchases will be conducted through open market transactions at prevailing market prices, reflecting the company's continued commitment to returning capital to shareholders.

Nov 16, 2023 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Material Agreement (Nov 14, 2023)

O'Reilly Automotive, Inc. (ORLY) has filed an 8-K report detailing its entry into a material definitive agreement on November 13, 2023. The company entered into an Underwriting Agreement to issue and sell $750 million in aggregate principal amount of 5.750% Senior Notes due 2026. This move is a strategic financial maneuver aimed at bolstering the company's capital structure and providing financial flexibility. The net proceeds from this debt offering, estimated at approximately $744.7 million after expenses, are earmarked for specific purposes. Primarily, the funds will be used to reduce outstanding amounts under the company's commercial paper program. Any remaining proceeds will be allocated to general corporate purposes, which include working capital needs, potential share repurchases, and investments in business opportunities such as acquisitions. This indicates a proactive approach by ORLY to manage its debt and strategically deploy capital for growth and shareholder value.

Nov 14, 2023 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Financial Results (Oct 25, 2023)

O'Reilly Automotive (ORLY) reported record third-quarter 2023 results, with sales up 11% to $4.20 billion and comparable store sales up 8.7% on top of a 7.6% comparison. Diluted EPS rose 17% to $10.72 on a 5% lower share count (60.6 million diluted shares versus 63.9 million a year earlier). Operating income grew 12% to $897 million, with operating margin of 21.3% versus 21.2% a year ago, and net income reached $650 million. Gross margin expanded roughly 50 basis points to 51.4%, while SG&A deleverage to 30.1% of sales (from 29.8%) offset part of that gain. Nine-month results were similarly strong, with sales of $11.98 billion, comparable store sales growth of 9.4%, and diluted EPS of $29.20. Management raised full-year 2023 comparable store sales guidance to 7.0%-8.0% from the prior range, and reaffirmed its net new store target at 180-190, with 140 net new stores opened year-to-date. Management flagged the fourth quarter as the most challenging comparison of the year, lapping a 9.0% comparable store sales increase. The company also set its 2024 net new store target at 190-200, above 2023. Full-year 2023 diluted EPS guidance is $37.80-$38.30, and free cash flow guidance is $1.9-$2.2 billion, reduced by heavy capital expenditures of $900-$950 million. Capital allocation remains aggressive. Year-to-date the company repurchased $2.59 billion of stock, and it bought back another $420 million after quarter-end, leaving about $712 million under its current authorization. Free cash flow for the first nine months was $1.73 billion, down from $1.94 billion a year earlier, as capex rose sharply to $754 million from $389 million. Total debt climbed to $5.10 billion, and the balance sheet still shows a shareholders' deficit of $1.76 billion, a common result of this long-running buyback strategy. Investors will focus on whether the fourth-quarter comparison proves manageable and whether free cash flow recovers as capex normalizes.

Oct 25, 2023 8-K

O REILLY AUTOMOTIVE INC 8-K Report, Regulation FD Disclosure (Oct 2, 2023)

O'Reilly Automotive (ORLY) filed a Form 8-K on October 2, 2023 under Regulation FD (Item 7.01) to announce the timing of its third quarter 2023 earnings release and conference call. The company will release Q3 2023 results after 3:30 p.m. Central Time on Wednesday, October 25, 2023, followed by a conference call at 10:00 a.m. Central Time on Thursday, October 26, 2023, webcast via its investor relations website. The filing contains no financial results, guidance, or other operating metrics, so it is primarily a logistical notice. For investors, the filing's value lies in the scheduling information and in the context it provides about the company. The press release notes that as of June 30, 2023, O'Reilly operated 6,071 stores across 48 U.S. states, Puerto Rico, and Mexico, and describes it as one of the largest specialty retailers of automotive aftermarket parts, tools, supplies, equipment and accessories, serving both do-it-yourself and professional service provider markets. The announcement is a routine pre-earnings disclosure of the kind the company issues each quarter. The 8-K itself does not signal a material change in the business, capital structure, management, or outlook. Investors should treat it as a calendar notice and look to the October 25 earnings release for substantive information on third quarter sales, margins, comparable store sales, and any updates to full-year guidance.

Oct 2, 2023 8-K