Form 8-K · Current report
O'Reilly Automotive 8-K, filed Aug 14, 2026
- Filed
- CIK
- 0000898173
- Accession no.
- 0001104659-26-097090
Summary
O'Reilly Automotive issued $1.6 billion of senior notes in three tranches — $700 million of 4.800% notes due 2029, $500 million of 5.050% notes due 2031, and $400 million of 5.550% notes due 2037 — under an indenture with U.S. Bank Trust Company, National Association as trustee. The notes are unsecured senior obligations ranking equally with the company's existing unsecured debt, are not initially guaranteed by any subsidiaries, and are redeemable at the company's option, with holders entitled to require repurchase at 101% of principal upon a change of control triggering event.
Key points
- The 2029 notes mature August 14, 2029 and pay 4.800% interest; the 2031 notes mature August 14, 2031 at 5.050%; the 2037 notes mature March 14, 2037 at 5.550%.
- Interest is payable semi-annually beginning February 14, 2027 for the 2029 and 2031 notes and March 14, 2027 for the 2037 notes.
- The notes are not initially guaranteed by any subsidiaries, but future subsidiary guarantors of certain credit facility or capital markets debt would be required to guarantee them on a senior unsecured basis.
- The offering was registered under a shelf registration statement on Form S-3 that became effective April 1, 2025; the trustee is also a lender under the company's credit facility and an affiliate was an underwriter.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 1.01Entry into a Material Definitive Agreement
- 9.01Financial Statements and Exhibits
From the filing
Item 1.01. Entry into a Material Definitive Agreement. On August 14, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029 (the “2029 Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 (the “2031 Notes”) and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (the “2037 Notes” and, collectively with the 2029 Notes and the 2031 Notes, 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. …
An excerpt of the text as filed with the SEC, cut for length.
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