UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): ~~November~~January 242, ~~2025~~ 2026

O’Reilly Automotive, Inc.

(Exact name of registrant as specified in its charter)


Missouri	000-21318	27-4358837
(State or other jurisdiction	Commission file	(I.R.S. Employer
of incorporation or organization)	number	Identification No.)

233 South Patterson Avenue

Springfield, Missouri 65802

(Address of principal executive offices, Zip code)

(417) 862-6708

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Common Stock $0.01 par value	ORLY	The NASDAQ Stock Market LLC
		(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of Securities Act of 1933 (230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 87 – ~~Other~~Regulation ~~Events~~FD

Item 87.01 – ~~Other~~Regulation ~~Events~~FD Disclosure

On ~~November~~January 242, ~~2025~~2026, ~~Greg Henslee, Executive Chairman of the Board of Directors of~~ O’Reilly Automotive, Inc. ~~(the~~issued ~~“Company”), established~~ a ~~plan~~press inrelease ~~accordance~~announcing ~~with Rule 10b5-1 of~~ the ~~Securities~~dates ~~Exchange Act~~ of ~~1934,~~its as2025 ~~amended,~~fourth ~~for~~quarter the trading of the Company’s common stock. The plan provides for the sale of up to 138,705 shares at specific market prices, subject to specified limitations over a period beginning around March 5, 2026 and ~~ending on April 27, 2026. The plan was established for the purposes of facilitating the exercise and subsequent sale of stock options with a ten~~full-year ~~contractual~~earnings ~~life~~release ~~that~~and ~~are~~conference ~~due to expire February 2027~~call. The ~~plan~~text ~~was established during the Company’s unrestricted trading window and at a time when Mr. Henslee was not in possession~~ of ~~material, non-public information about~~ the ~~Company. Mr.~~press ~~Henslee~~release ~~has~~is ~~informed~~attached ~~the~~hereto ~~Company that he will publicly disclose,~~ as ~~required~~Exhibit ~~by federal securities laws, any option exercises and stock sales made under this plan~~99.1.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits


Exhibit Number		Description
99.1		Press release dated January 2, 2026
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

~~SIGNATURES~~The information in this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.


Date: December 1, 2025	O’REILLY AUTOMOTIVE, INC.

	By:	/s/ Jeremy A. Fletcher
		Jeremy A. Fletcher
		Executive Vice President and Chief Financial Officer
		(principal financial and accounting officer)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: January 2, 2026	O’REILLY AUTOMOTIVE, INC.

	By:	/s/ Jeremy A. Fletcher
		Jeremy A. Fletcher
		Executive Vice President and Chief Financial Officer
		(principal financial and accounting officer)

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