O REILLY AUTOMOTIVE INC 8-K

What Happened
O’Reilly Automotive, Inc. announced on March 5, 2026 that it entered into an Underwriting Agreement to issue $850,000,000 aggregate principal amount of 5.100% Senior Notes due 2036. The agreement names BofA Securities, J.P. Morgan Securities and Wells Fargo Securities as representatives of the underwriters and contains customary representations, warranties, covenants and indemnification provisions.

Key Details

• Underwriting Agreement dated March 5, 2026; underwriters led by BofA Securities, J.P. Morgan and Wells Fargo.
• Offering: $850,000,000 principal of 5.100% Senior Notes due 2036.
• Estimated net proceeds: approximately $841 million after underwriting discounts and offering expenses.
• Use of proceeds: repay 3.550% senior notes due 2026 at maturity, repay part of commercial paper, and any remaining funds for general corporate purposes (working capital, share repurchases, acquisitions, fees).

Why It Matters
This is a debt refinancing and funding move: the new 5.100% notes will raise cash to retire near-term 3.550% debt maturing in 2026 and to reduce short-term commercial paper balances. For investors, the transaction affects the company’s debt maturity profile and liquidity position but does not by itself change operations or earnings guidance; details such as final pricing, closing date and any subsequent use of remaining proceeds will determine the full financial impact.