News & Events

Results of Operations and Financial Condition ​ On April 29, 2026, O’Reilly Automotive Inc. (the “Company”) issued a press release announcing its first quarter 2026 earnings. The text of the press release is attached hereto as Exhibit 99.1. ​ Section 9 – Financial Statements and Exhibits ​

Entry into a Material Definitive Agreement. On March 12, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold $850,000,000 aggregate principal amount of the Company’s 5.100% Senior Notes due 2036 (the “Notes”). The terms of the Notes are governed by an Indenture, dated as of May 20, 2019 (the “Base Indenture”), by and between the Company and U.S. Bank Trust Company, National Association (f/k/a U.S. Bank National Association) (the “Trustee”), as supplemented by…

Entry into a Material Definitive Agreement. Underwriting Agreement On March 5 , 2026, O’Reilly Automotive, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the “Underwriters”), with respect to the Company’s issuance and sale of $850,000,000 aggregate principal amount of the Company’s 5.100% Sen…

Results of Operations and Financial Condition ​ On February 4, 2026, O’Reilly Automotive Inc. (the “Company”) issued a press release announcing its 2025 fourth quarter and full-year earnings. The text of the press release is attached hereto as Exhibit 99.1. ​ Section 9 – Financial Statements and Exhibits ​

Other Events ​ On November 18, 2025, the Board of Directors (the “Board”) of O’Reilly Automotive, Inc. (the “Company”) approved a resolution to increase the authorization amount under its share repurchase program by an additional $2.0 billion, raising the aggregate authorization under the program to $29.75 billion. The additional $2.0 billion authorization is effective for a three-year period, beginning on November 18, 2025. Stock repurchases under the program may be made from time to time, a…

Other Events ​ On November 22, 2024, the Board of Directors (the “Board”) of O’Reilly Automotive, Inc. (the “Company”) approved a resolution to increase the authorization amount under its share repurchase program by an additional $2.0 billion, raising the aggregate authorization under the program to $27.75 billion. The additional $2.0 billion authorization is effective for a three-year period, beginning on November 22, 2024. Stock repurchases under the program may be made from time to time, a…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers ​ At O’Reilly Automotive, Inc.’s (the “Company”) 2024 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 16, 2024, the Company’s shareholders elected Greg Henslee, David O’Reilly, Larry O’Reilly, Thomas T. Hendrickson, Gregory D. Johnson, John R. Murphy, Dana M. Perlman, Maria A. Sastre, Andrea M. Weiss, and Fred Whitfield to serve as…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers ​ On November 16, 2023, in conjunction with the previously announced retirement of Greg Johnson, O’Reilly Automotive, Inc’s (the “Company”) Chief Executive Officer, the Company announced that the Human Capital and Compensation Committee of the Company’s Board of Director’s (the “Board”) recommended, and the Board approved, the cancellation of Mr. Jo…

Other Events ​ On November 16, 2023, the Board also announced that it approved a resolution to increase the authorization amount under its share repurchase program by an additional $2.0 billion, raising the aggregate authorization under the program to $25.75 billion. The additional $2.0 billion authorization is effective for a three-year period, beginning on November 16, 2023. Stock repurchases under the program may be made from time to time, as the Company deems appropriate, solely through o…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers ​ At O’Reilly Automotive, Inc.’s (the “Company”) 2023 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 18, 2023, the Company’s shareholders elected Greg Henslee, David O’Reilly, Larry O’Reilly, Jay D. Burchfield, Thomas T. Hendrickson, John R. Murphy, Dana M. Perlman, Maria A. Sastre, Andrea M. Weiss, and Fred Whitfield to serve as…

Other Events ​ On May 23, 2023, the Board approved a resolution to increase the authorization amount under its share repurchase program by an additional $2.0 billion, raising the aggregate authorization under the program to $23.75 billion. The additional $2.0 billion authorization is effective for a three-year period, beginning on May 23, 2023. Stock repurchases under the program may be made from time to time, as the Company deems appropriate, solely through open market repurchases effected t…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers ​ On April 5, 2023, Thomas McFall, O’Reilly Automotive, Inc.’s (the “Company” or “O’Reilly”) Executive Vice President, notified the Company of his intention to retire on June 30, 2023. Mr. McFall has been an O’Reilly Team Member for 16 years. Mr. McFall’s career began with Ernst & Young LLP in Detroit, Michigan, where he achieved the position of Aud…

Other Events ​ On November 15, 2022, the Board of Directors (the “Board”) of O’Reilly Automotive, Inc. (the “Company”) approved a resolution to increase the authorization amount under its share repurchase program by an additional $1.5 billion, raising the aggregate authorization under the program to $21.75 billion. The additional $1.5 billion authorization is effective for a three-year period, beginning on November 15, 2022. Stock repurchases under the program may be made from time to time, a…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers ​ At O’Reilly Automotive, Inc.’s (the “Company”) 2022 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 12, 2022, the Company’s shareholders elected Greg Henslee, David O’Reilly, Larry O’Reilly, Jay D. Burchfield, Thomas T. Hendrickson, John R. Murphy, Dana M. Perlman, Maria A. Sastre, Andrea M. Weiss and Fred Whitfield to serve as m…

Other Events ​ On May 16, 2022, the Board approved a resolution to increase the authorization amount under its share repurchase program by an additional $1.5 billion, raising the aggregate authorization under the program to $20.25 billion. The additional $1.5 billion authorization is effective for a three-year period, beginning on May 16, 2022. Stock repurchases under the program may be made from time to time, as the Company deems appropriate, solely through open market repurchases effected t…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers ​ As previously disclosed, O’Reilly Automotive, Inc., (the “Company”) announced that Jeff Shaw, the Company’s Co-President and Chief Operating Officer, intended to retire in early 2022, and on December 21, 2021, the Company announced Mr. Shaw’s retirement will occur on February 15, 2022. ​ Effective January 1, 2022, Mr. Shaw’s title will change to C…

Other Events ​ On May 27, 2021, O’Reilly Automotive, Inc.’s (the “Company”) Board of Directors approved a resolution to increase the authorization amount under its share repurchase program by an additional $1.5 billion, raising the aggregate authorization under the program to $17.25 billion. The additional $1.5 billion authorization is effective for a three-year period, beginning on May 27, 2021. Stock repurchases under the program may be made from time to time, as the Company deems appropria…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers ​ At O’Reilly Automotive, Inc.’s (the “Company”) 2021 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 13, 2021, the Company’s shareholders elected David O’Reilly, Larry O’Reilly, Greg Henslee, Jay D. Burchfield, Thomas T. Hendrickson, John R. Murphy, Dana M. Perlman, Maria A. Sastre and Andrea M. Weiss to serve as members of the Co…