8-KRegulation FDOther EventsExhibits & Filings

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

Filed March 13, 2025For Securities:ORLY

Summary

O'Reilly Automotive, Inc. (ORLY) has announced a significant corporate action: a proposed 15-for-1 stock split. This move, approved by the Board of Directors on March 12, 2025, is structured as a one-time special stock dividend and is subject to shareholder approval for an amendment to increase authorized shares. The company aims to get this approval at its 2025 annual meeting. If approved, shareholders of record on June 2, 2025, will receive 14 additional shares for each share held, with trading on the new split-adjusted basis commencing on June 10, 2025. This action is intended to make the company's stock more accessible to a broader range of investors and potentially increase liquidity. The stock split, if finalized, will also trigger proportionate adjustments to outstanding stock awards, equity incentive plans, and authorized share repurchase programs. The company has provided details of this announcement via a press release filed as an exhibit to this 8-K. Investors should note that this information is being furnished under Regulation FD and is not considered 'filed' for certain regulatory purposes.

Key Highlights

  • 1O'Reilly Automotive (ORLY) announced a 15-for-1 stock split, subject to shareholder approval.
  • 2The stock split is structured as a special one-time stock dividend.
  • 3Shareholders of record on June 2, 2025, will receive 14 additional shares for each share owned.
  • 4The stock is expected to trade on a split-adjusted basis starting June 10, 2025.
  • 5Shareholder approval is required to amend the Articles of Incorporation to increase authorized shares.
  • 6The company plans to seek shareholder approval at the 2025 annual meeting.
  • 7Adjustments will be made to stock awards, equity plans, and buyback programs to reflect the split.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce O'Reilly Automotive's proposed 15-for-1 stock split and provide details regarding its implementation. It also includes a press release as an exhibit that elaborates on this corporate action.

A stock split is a corporate action where a company increases the number of its outstanding shares by dividing each share into multiple shares. O'Reilly's 15-for-1 split aims to make its stock more affordable and accessible to a wider range of investors, potentially increasing trading liquidity.

Shareholders of record as of June 2, 2025, will automatically receive the additional shares. No action is required from them to receive the split shares. However, shareholder approval is needed to amend the company's Articles of Incorporation to accommodate the increased number of authorized shares.

Shares of O'Reilly Automotive's common stock are expected to begin trading on a post-split basis at the market open on June 10, 2025. The distribution of the new shares will occur after market close on June 9, 2025.