8-K - ORLY - Equibles

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): December 18, 2023

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 8 – Regulation FD

Item 8.01 – Regulation FD Disclosure

On December 18, 2023, O’Reilly Automotive, Inc. (“O’Reilly”) issued a press release announcing that it has entered into a definitive stock purchase agreement with the shareholders of Groupe Del Vasto (“Vast-Auto”), headquartered in Montreal, Quebec, Canada, under which O’Reilly will acquire all of the outstanding shares of Vast-Auto and affiliated entities. The text of the press release is attached hereto as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits

Exhibit Number		Description
99.1		Press release dated December 18, 2023
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

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.

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: December 18, 2023	O’REILLY AUTOMOTIVE, INC.

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

Exhibit 99.1

FOR IMMEDIATE RELEASE

O’REILLY AUTOMOTIVE, INC. TO ACQUIRE GROUPE DEL VASTO, HEADQUARTERED IN MONTREAL, CANADA

●	This acquisition represents O’Reilly’s entrance into the Canadian automotive aftermarket
●	Groupe Del Vasto has successfully served the Canadian automotive aftermarket for more than 35 years
---	---

Springfield, MO, December 18, 2023 – O’Reilly Automotive, Inc. (the “Company” or “O’Reilly”) (Nasdaq: ORLY), a leading retailer in the automotive aftermarket industry, announced that it has entered into a definitive stock purchase agreement with the shareholders of Groupe Del Vasto, headquartered in Montreal, Quebec, Canada, under which O’Reilly will acquire all of the outstanding shares of Groupe Del Vasto and its affiliated entities. The stock purchase is expected to be completed in January 2024, subject to customary closing conditions and regulatory approvals. Groupe Del Vasto operates as Vast-Auto Distribution (“Vast-Auto”).

“We are excited to announce our purchase agreement with Vast-Auto, a highly respected, family-owned and operated auto parts supplier in Canada,” said Greg Johnson, O’Reilly CEO. “From their beginning more than 35 years ago, Vast-Auto has built a very successful business by focusing on the same fundamental culture values of hard work and excellent customer service that have also been key to O’Reilly’s success. This strategic acquisition represents another important milestone in O’Reilly’s rich history, as we extend our footprint into Canada and continue our long track record of profitable growth throughout North America.”

Vast-Auto operates two distribution centers and six satellite warehouses that support a network of 23 company-owned stores, hundreds of strategic independent partners, as well as a widespread service reach that extends to thousands of other independent jobber and professional customers across Eastern Canada.

“Vast-Auto’s seasoned management team, led by Mauro Cifelli, will continue to operate the business,” said Brad Beckham, O’Reilly Co-President. “Partnering with the experienced O’Reilly leadership, we will continue to grow the successful and profitable organization they’ve established. We cannot wait to welcome the more than 500 Vast-Auto team members to the O’Reilly family and look forward to working together as we build upon Vast-Auto’s strong and rich history in the Canadian automotive aftermarket, as our two amazing teams come together as one.”

Vast-Auto leadership is equally excited about the acquisition. “This is a significant milestone and fantastic opportunity for Vast-Auto and will be a catalyst to accelerate our expansion throughout Canada,” said Mauro Cifelli, Vast-Auto’s president and CEO. “Our company has always been committed to a strong culture, hard work, and exceptional customer service and these values align perfectly with O’Reilly’s culture. We recognize the unique contributions that each company brings to the table and are excited to become a part of the O’Reilly family.”

John Del Vasto, founder and chairman of Groupe Del Vasto, began his career as a mechanic and then owner of a service station and an auto parts store. “Our number one priority was finding the right long-term partner to safeguard the legacy of Vast-Auto,” he said. “O’Reilly has a very similar heritage to our company, and we know that our entire team will thrive under the ownership of O’Reilly far into the future we build together.”

About O’Reilly Automotive, Inc.

O’Reilly Automotive, Inc. was founded in 1957 by the O’Reilly family and is one of the largest specialty retailers of automotive aftermarket parts, tools, supplies, equipment and accessories in the United States, serving both the do-it-yourself and professional service provider markets. Visit the Company’s website at www.OReillyAuto.com for additional information about O’Reilly, including access to online shopping and current promotions, store locations, hours and services, employment opportunities and other programs. As of September 30, 2023, the Company operated 6,111 stores across 48 U.S. states, Puerto Rico, and Mexico.

About Vast-Auto Distribution

Vast-Auto Distribution was founded in 1986 by John Del Vasto and is a leader in the distribution and marketing of automotive parts for auto parts stores in Eastern Canada. Vast-Auto offers its customers a complete business solution, including a wide range of quality parts, innovative marketing programs as well as training and business management systems. As of December 18, 2023, Vast-Auto operated 23 company-owned stores across five Canadian provinces.

Forward-Looking Statements

The Company claims the protection of the safe-harbor for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as “estimate,” “may,” “could,” “will,” “believe,” “expect,” “would,” “consider,” “should,” “anticipate,” “project,” “plan,” “intend,” or similar words. In addition, statements contained within this press release that are not historical facts are forward-looking statements, such as statements discussing, among other things, expected growth, store development, integration and expansion strategy, business strategies, future revenues, and future performance. These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events and results. Such statements are subject to risks, uncertainties, and assumptions, including, but not limited to, the economy in general; inflation; consumer debt levels; product demand; a public health crisis; the market for auto parts; competition; weather; tariffs; availability of key products and supply chain disruptions; business interruptions, including terrorist activities, war and the threat of war; failure to protect our brand and reputation; challenges in international markets; volatility of the market price of our common stock; our increased debt levels; credit ratings on public debt; historical growth rate sustainability; our ability to hire and retain qualified employees; risks associated with the performance of acquired businesses; damage, failure or interruption of information technology systems, including information security and cyber-attacks; and governmental regulations. Actual results may materially differ from anticipated results described or implied in these forward-looking statements. Please refer to the “Risk Factors” section of the annual report on Form 10-K for the year ended December 31, 2022, and subsequent Securities and Exchange Commission filings, for additional factors that could materially affect the Company’s financial performance. Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.


For further information contact:	Investor Relations Contacts
	Mark Merz (417) 829-5878
	Eric Bird (417) 868-4259

	Media Contact
	Sonya Cox (417) 829-5709