O REILLY AUTOMOTIVE INC 8-K

What Happened
O'Reilly Automotive, Inc. announced on March 12, 2026 that it issued and sold $850,000,000 aggregate principal amount of 5.100% Senior Notes due March 12, 2036. The notes were issued under the company's existing Indenture (supplemented by a Seventh Supplemental Indenture) and the offering was registered on the company’s shelf registration statement (Form S-3).

Key Details

• Amount: $850,000,000 principal; coupon: 5.100% per year; maturity: March 12, 2036.
• Interest payments: semiannually on March 12 and September 12, beginning September 12, 2026.
• Ranking and guarantees: general unsecured senior obligations, pari passu with the company’s other unsecured notes (the “Existing Notes” and the 5.000% Senior Notes due 2034); effectively junior to any future secured debt to the extent of collateral value. Notes are not initially guaranteed by subsidiaries, but future subsidiary guarantors (if any) would be required to guarantee the notes on a senior unsecured basis.
• Redemption and repurchase: callable prior to Dec 12, 2035 (the “Par Call Date”) at a make-whole style price (Treasury rate + 15 bps formula) or at 100% thereafter; holders can require purchase at 101% of principal plus accrued interest upon a Change of Control Triggering Event.
• Covenants and events of default: limited covenants restricting liens, certain sale-leaseback transactions, and certain mergers or transfers; customary default provisions and acceleration remedies. The Trustee is also a lender under the company’s credit facility and an affiliate participated as an underwriter.

Why It Matters
This financing increases O'Reilly’s long-term unsecured debt by $850M at a fixed 5.10% rate and extends debt maturity to 2036, which affects the company’s capital structure and interest expense profile. Because the notes are unsecured and rank equally with existing unsecured debt but are junior to any secured borrowings, future secured financings could affect recovery priority for these noteholders. Investors should note the redemption features and change-of-control repurchase right, as well as the limited covenants and typical event-of-default terms described in the Indenture.