{"url_path":"/sec/orly/8-k/2026-08-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/898173/0001104659-26-094110-index.html","accession_number":"0001104659-26-094110","cik":"0000898173","ticker":"ORLY","issuer_name":"O REILLY AUTOMOTIVE INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/898173/0001104659-26-094110-index.html","primary_entity_key":"0000898173","primary_entity_name":"O REILLY AUTOMOTIVE INC"},"word_count":260,"has_tables":true,"body_markdown":"**Item 1.01.****Entry into a Material Definitive Agreement.**\n\n \n\n*Underwriting Agreement*\n\n \n\nOn August 10, 2026, O’Reilly Automotive,\nInc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities\nLLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the\n“Underwriters”), with respect to the Company’s issuance and sale of (i) $700,000,000 aggregate principal amount of the\nCompany’s 4.800% Senior Notes due 2029, (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes\ndue 2031 and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (collectively, the “Notes”).\nThe Underwriting Agreement includes customary representations, warranties and covenants. Under the terms of the Underwriting Agreement,\nthe Company has agreed to indemnify the Underwriters against certain liabilities.\n\n \n\nThe estimated net proceeds from the offering of\nthe Notes are expected to be approximately $1.59 billion, after deducting the underwriting discounts and estimated offering expenses payable\nby the Company. The Company intends to use the net proceeds from the offering to repay a portion of amounts outstanding under its commercial\npaper program and, to the extent any net proceeds remain, for general corporate purposes, which may include ordinary course working capital,\nrepurchases of shares of its common stock, and investments in other business opportunities, including acquisitions, and to pay related\nfees and expenses.\n\n \n\nThe above description of the Underwriting Agreement\ndoes not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, attached as Exhibit 1.1\nhereto, and incorporated herein by reference."}