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

Reports
Material Agreements·Exhibits & Filings
Filing Date
Filed August 11, 2026
Period End
August 10, 2026
Security
ORLY
In the record · 2016–202610-K1110-Q338-K177

ORLY filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 177 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Apr ’17Apr ’17
  2. Material agreement8-K · May ’19May ’19
  3. Leadership change8-K · Jul ’21Jul ’21
  4. Leadership change8-K · May ’25May ’25

Summary

Summary of the 8-K filed August 11, 2026. Cited figures are marked; the original filing is the authoritative source.

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 billiona 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.

Key Highlights

  1. O'Reilly Automotive, Inc. entered into an Underwriting Agreement on August 10, 2026.
  2. The company will issue and sell $700 million in 4.800% Senior Notes due 2029.
  3. The company will issue and sell $500 million in 5.050% Senior Notes due 2031.
  4. The company will issue and sell $400 million in 5.550% Senior Notes due 2037.
  5. The total aggregate principal amount of notes to be issued is $1.6 billion.
  6. Estimated net proceeds from the offering are approximately $1.59 billion.
  7. Proceeds will be used to repay commercial paper and for general corporate purposes, including potential share buybacks and acquisitions.

Frequently Asked Questions

  1. What is the primary purpose of this debt issuance?

    The primary purpose of issuing these Senior Notes is to repay a portion of the outstanding amounts under O'Reilly Automotive's commercial paper program. This is a common strategy to refinance short-term debt with longer-term, potentially fixed-rate obligations.

  2. What are the specific interest rates and maturities of the new notes?

    The company is issuing notes with three different tranches: $700 million of 4.800% Senior Notes due 2029, $500 million of 5.050% Senior Notes due 2031, and $400 million of 5.550% Senior Notes due 2037.

  3. What will O'Reilly Automotive do with any remaining proceeds after repaying commercial paper?

    Any net proceeds remaining after repaying commercial paper are intended for general corporate purposes. This can include, but is not limited to, funding ordinary course working capital needs, repurchasing shares of its common stock, and making investments in other business opportunities, such as acquisitions.

  4. Who are the underwriters for this debt offering?

    The underwriters for this offering are J.P. Morgan Securities LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC, acting as representatives of the other underwriters.