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O'Reilly Automotive logoO'Reilly Automotive ORLY

O'Reilly Automotive entered into an Underwriting Agreement on March 5, 2026 with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters, to issue and sell $850,000,000 of 5.100% Senior Notes due 2036.

8-KEntry into a Material Definitive AgreementFiled Period of report Summary published (UTC)

Key points

AI summary
  1. O'Reilly Automotive entered into an Underwriting Agreement on March 5, 2026 with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters, to issue and sell $850,000,000 of 5.100% Senior Notes due 2036.

  2. The company said the estimated net proceeds from the Notes offering are about $841 million, after deducting underwriting discounts and estimated offering expenses payable by the company.

  3. The company said it plans to use the net proceeds to repay at maturity its 3.550% senior notes due 2026 and to repay a portion of its commercial paper program. It said any remaining amount can be used for general corporate purposes, including working capital, share repurchases and investments such as acquisitions.

  4. The company said the Underwriting Agreement includes customary representations, warranties and covenants, and that it agreed to indemnify the underwriters against certain liabilities. The agreement is filed as Exhibit 1.1.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

$850,000,000 5.100% Senior Notes due 2036 Offering Under Underwriting Agreement

O'Reilly Automotive entered into an Underwriting Agreement on March 5, 2026 with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters, to issue and sell $850,000,000 of 5.100% Senior Notes due 2036.

Source · Based on the filing body and exhibits

Estimated Net Proceeds of About $841 million

The company said the estimated net proceeds from the Notes offering are about $841 million, after deducting underwriting discounts and estimated offering expenses payable by the company.

Source · Based on the filing body and exhibits

Use of Net Proceeds

The company said it plans to use the net proceeds to repay at maturity its 3.550% senior notes due 2026 and to repay a portion of its commercial paper program. It said any remaining amount can be used for general corporate purposes, including working capital, share repurchases and investments such as acquisitions.

Source · Based on the filing body and exhibits

Key Terms of the Underwriting Agreement

The company said the Underwriting Agreement includes customary representations, warranties and covenants, and that it agreed to indemnify the underwriters against certain liabilities. The agreement is filed as Exhibit 1.1.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.