8-KMaterial AgreementsExhibits & Filings

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

Filed March 12, 2026For Securities:ORLY

Summary

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.

Key Highlights

  • 1O'Reilly Automotive, Inc. issued $850 million of 5.100% Senior Notes due March 12, 2036.
  • 2The Notes bear a fixed annual interest rate of 5.100%, payable semi-annually.
  • 3The new debt constitutes general unsecured senior obligations, ranking equally with existing unsecured and unsubordinated indebtedness.
  • 4The Company retains the option to redeem the Notes prior to maturity (Par Call Date) under specified conditions and redemption prices.
  • 5A Change of Control Triggering Event obligates the Company to repurchase the Notes at 101% of principal, plus accrued interest.
  • 6The Indenture includes covenants limiting the creation of liens, sale and leaseback transactions, and business combinations.
  • 7Standard event of default provisions are outlined, including payment defaults, covenant breaches, and acceleration of other debt.

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