Form 8-K - Current report

0000898173falseO Reilly Automotive Inc00008981732024-11-222024-11-22

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 22, 2024

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)

[phone]

(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 8 – Other Events

​

Item 8.01 – Other Events

​

On November 22, 2024, the Board of Directors (the “Board”) of O’Reilly Automotive, Inc. (the “Company”) approved a resolution to increase the authorization amount under its share repurchase program by an additional $2.0 billion, raising the aggregate authorization under the program to $27.75 billion.  The additional $2.0 billion authorization is effective for a three-year period, beginning on November 22, 2024.  Stock repurchases under the program may be made from time to time, as the Company deems appropriate, solely through open market repurchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate requirements, and overall market conditions.  There can be no assurance as to the number of shares the Company will purchase, if any.  The share repurchase program may be increased or otherwise modified, renewed, suspended, or terminated by the Company at any time, without prior notice.

​

​

​

​

​

​

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: November 22, 2024	O’REILLY AUTOMOTIVE, INC.
​	​	​
​	By:	/s/ Jeremy A. Fletcher
​	​	Jeremy A. Fletcher
​	​	Executive Vice President and Chief Financial Officer
​	​	(principal financial and accounting officer)

​

​

​

​

​

​

​

Document and Entity Information Document and Entity Information	Nov. 22, 2024
Cover Page
Document type	8-K
Amendment flag	false
Document period end date	Nov. 22, 2024
Entity registrant name	O Reilly Automotive Inc
Entity central index key	0000898173
Entity incorporation, state	MO
Entity file number	000-21318
Entity tax identification number	27-4358837
Entity address	233 South Patterson Avenue
Entity address, city	Springfield
Entity address, state	MO
Entity address, postal zip code	65802
City area code	417
Local phone number	862-6708
Written communications	false
Soliciting material	false
Pre-commencement tender offer	false
Pre-commencement issuer tender offer	false
Title of 12(b) security	Common Stock
Trading symbol	ORLY
Security exchange name	NASDAQ
Entity emerging growth company	false

---