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• The notes are governed by an indenture with U.S. Bank Trust Company, as trustee, and are unsecured senior obligations ranking equally with existing unsecured debt.
• Interest on the 2029 and 2031 notes is payable semi-annually starting February 14, 2027; interest on the 2037 notes starts March 14, 2027.
• The notes include make-whole redemption provisions prior to par call dates and a change of control repurchase right at 101% of principal.
• The offering was made under a shelf registration statement filed with the SEC on April 1, 2025.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• The offering comprises $700M of 4.800% Senior Notes due 2029, $500M of 5.050% Senior Notes due 2031, and $400M of 5.550% Senior Notes due 2037.
• Underwriters are J.P. Morgan Securities LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC, as representatives.
• Estimated net proceeds are approximately $1.59 billion after underwriting discounts and expenses.
• Proceeds will repay a portion of outstanding commercial paper; any remainder for general corporate purposes, including share repurchases and acquisitions.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• Diluted earnings per share for Q2 2026 rose 10% to $0.86, with net income up 7% to $715 million.
• Comparable store sales grew 6.0% in Q2 2026, on top of 4.1% in the prior-year quarter.
• Company raised full-year 2026 comparable store sales guidance to 4% to 6% and total revenue to $18.9-$19.2 billion.
• Year-to-date, O'Reilly repurchased 26.7 million shares for $2.43 billion and opened 110 net new stores.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Colin Yankee, age 49, will become Executive Vice President and Chief Supply Chain Officer on July 13, 2026, overseeing merchandise, inventory, distribution, and transportation.
• His annual base salary will be $700,000, with an annual incentive target of 85% of base salary based on company performance.
• He will receive a stock option award valued at 100% of base salary, plus a hiring stock option award with a grant-date fair value of $500,000.
• Yankee will enter a change in control severance agreement with terms similar to those for other executive officers.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• O'Reilly Automotive, Inc. (Nasdaq: ORLY) issued a press release on July 1, 2026, announcing the dates for its second quarter 2026 earnings release and conference call.
• The conference call to discuss the results will be held on Thursday, July 30, 2026, at 10:00 a.m. Central Time; dial-in number is (888) 506-0062, conference ID 532005.
• A replay of the conference call will be available on the company's website through July 29, 2027.
• As of March 31, 2026, the company operated 6,644 stores across 48 U.S. states, Puerto Rico, Mexico, and Canada.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The total aggregate authorization under the program is now $31.75 billion.
• The additional $2.0 billion authorization is effective for a three-year period beginning June 1, 2026.
• Repurchases will be made through open market transactions at prevailing market prices, subject to factors such as price, corporate requirements, and market conditions.
• The program may be increased, modified, renewed, suspended, or terminated by the Company at any time without prior notice.

8.01 Other Events

• The option vests 25% per year over four years, subject to continued service, and expires ten years after grant.
• At the 2026 Annual Meeting on May 14, 2026, shareholders re-elected nine directors, including Greg Henslee, to serve until the 2027 annual meeting.
• Shareholders approved, on a non-binding advisory basis, the 2025 compensation of Named Executive Officers (613,777,069 for; 53,995,103 against).
• Shareholders ratified Ernst & Young LLP as independent auditors for fiscal year 2026 and rejected a shareholder proposal on corporate political spending.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders

• Comparable store sales grew 8.1% in Q1 2026, on top of 3.6% in the prior-year period.
• Diluted earnings per share rose 16% to $0.72, from $0.62 in Q1 2025.
• Operating income increased 14% to $842 million, with operating margin expanding to 18.5% of sales.
• The company updated full-year 2026 guidance, including comparable store sales growth of 3.0% to 5.0% and diluted EPS of $3.15 to $3.25.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits