8-KMaterial AgreementsExhibits & Filings

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

Filed August 14, 2026For Securities:ORLY

Summary

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.

Key Highlights

  • 1O'Reilly Automotive, Inc. raised $1.6 billion in aggregate principal amount through the issuance of new senior notes.
  • 2The issuance comprises three 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.
  • 3The new notes are unsecured senior obligations, ranking equally with existing unsecured and unsubordinated indebtedness.
  • 4The company has the option to redeem the notes prior to maturity under specific terms and call protection periods.
  • 5A Change of Control Triggering Event would trigger a mandatory repurchase of the notes at 101% of the principal amount plus accrued interest.
  • 6The indenture includes covenants restricting the creation of liens, sale and leaseback transactions, and fundamental corporate changes.
  • 7The offering was registered under the company's effective shelf registration statement on Form S-3 filed on April 1, 2025.

Frequently Asked Questions

While the specific purpose is not explicitly stated in this 8-K filing, such debt issuances are typically undertaken to fund general corporate purposes, which can include capital expenditures, acquisitions, refinancing existing debt, or supporting working capital needs.

The newly issued notes are general unsecured senior obligations and rank equally with the company's other existing and future unsecured and unsubordinated indebtedness. This means they have the same priority in repayment as other similar debt instruments. However, they are effectively junior to any future secured debt the company may incur.

Key investor protections include covenants that limit the company's ability to incur certain liens and engage in sale and leaseback transactions. Additionally, holders have the right to require the company to repurchase their notes at 101% of the principal amount plus accrued interest in the event of a Change of Control Triggering Event.

O'Reilly can redeem the 2029 Notes at par plus accrued interest on or after July 14, 2029, and earlier under specific conditions based on the Treasury Rate plus a spread. Similarly, the 2031 Notes can be redeemed at par plus accrued interest on or after July 14, 2031, with earlier redemption options. The 2037 Notes can be redeemed at par plus accrued interest on or after December 14, 2036, with earlier redemption options based on the Treasury Rate plus a spread.