ORLY · O Reilly Automotive Inc · Financials

On August 14, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029 (the “2029 Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 (the “2031 Notes”) and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (the “2037 Notes” and, collectively with the 2029 Notes and the 2031 Notes, the “Notes”).

Issuer evidence: On August 14, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029 (the “2029 Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 (the “2031 Notes”) and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (the “2037 Notes” and, collectively with the 2029 Notes and the 2031 Notes, the “Notes”).

Supporting evidence: The 2029 Notes mature on August 14, 2029 and bear interest at a rate of 4.800% per year. Interest on the 2029 Notes is payable on February 14 and August 14 of each year, beginning on February 14, 2027. The 2031 Notes mature on August 14, 2031 and bear interest at a rate of 5.050% per year. Interest on the 2031 Notes is payable on February 14 and August 14 of each year, beginning on February 14, 2027. The 2037 Notes mature on March 14, 2037 and bear interest at a rate of 5.550% per year. Interest on the 2037 Notes is payable on March 14 and September 14 of each year, beginning on March 14, 2027. The Notes are the Company’s general unsecured senior obligations and are equal in right of payment with all of the Company’s other existing and future unsecured and unsubordinated indebtedness, including the Company’s credit facility and the Company’s 5.750% Senior Notes due 2026, the Company’s 3.600% Senior Notes due 2027, the Company’s 4.350% Senior Notes due 2028, the Company’s 3.900% Senior Notes due 2029, the Company’s 4.200% Senior Notes due 2030, the Company’s 1.750% Senior Notes due 2031, the Company’s 4.700% Senior Notes due 2032 (such series of notes, collectively, the “Existing Notes”), the Company’s 5.000% Senior Notes due 2034 and the Company’s 5.100% Senior Notes due 2036. The Notes are effectively junior to the Company’s future secured indebtedness, if any, to the extent of the value of the collateral securing such indebtedness.

Supporting evidence: On August 14, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029 (the “2029 Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 (the “2031 Notes”) and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (the “2037 Notes” and, collectively with the 2029 Notes and the 2031 Notes, the “Notes”).

Supporting evidence: On August 14, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029 (the “2029 Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 (the “2031 Notes”) and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (the “2037 Notes” and, collectively with the 2029 Notes and the 2031 Notes, the “Notes”).

On August 10, 2026, O’Reilly Automotive, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the “Underwriters”), with respect to the Company’s issuance and sale of (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029, (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (collectively, the “Notes”).

Issuer evidence: On August 10, 2026, O’Reilly Automotive, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the “Underwriters”), with respect to the Company’s issuance and sale of (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029, (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (collectively, the “Notes”). The Underwriting Agreement includes customary representations, warranties and covenants. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.

Supporting evidence: On August 10, 2026, O’Reilly Automotive, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the “Underwriters”), with respect to the Company’s issuance and sale of (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029, (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (collectively, the “Notes”).

WHEREAS, pursuant to Sections 2.01 and 2.02 of the Base Indenture, the Company desires to provide for the establishment of a Series of senior debt securities entitled “4.800% Senior Notes due 2029” (the “Notes”), the form and substance of which, and the terms, provisions and conditions of which, to be set forth as provided in the Indenture.

Issuer evidence: EIGHTH SUPPLEMENTAL INDENTURE, dated as of August 14, 2026 (this “Eighth Supplemental Indenture”), between O’REILLY AUTOMOTIVE, INC., a Missouri corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”), to the Indenture, dated as of May 20, 2019 (the “Base Indenture” and, together with this Eighth Supplemental Indenture, the “Indenture”), between the Company and the Trustee.

Supporting evidence: (c) Interest and Principal. The Notes will mature on August 14, 2029 and will bear interest at the rate of 4.800% per annum. The Company will pay interest on the Notes on each February 14 and August 14 (each, an “Interest Payment Date”), beginning on February 14, 2027, to the Holders of record on the immediately preceding February 1 or August 1 (each, a “Regular Record Date”), respectively.

Supporting evidence: WHEREAS, pursuant to Sections 2.01 and 2.02 of the Base Indenture, the Company desires to provide for the establishment of a Series of senior debt securities entitled “4.800% Senior Notes due 2029” (the “Notes”), the form and substance of which, and the terms, provisions and conditions of which, to be set forth as provided in the Indenture.

Supporting evidence: WHEREAS, pursuant to Sections 2.01 and 2.02 of the Base Indenture, the Company desires to provide for the establishment of a Series of senior debt securities entitled “4.800% Senior Notes due 2029” (the “Notes”), the form and substance of which, and the terms, provisions and conditions of which, to be set forth as provided in the Indenture.

On August 14, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029 (the “2029 Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 (the “2031 Notes”) and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (the “2037 Notes” and, collectively with the 2029 Notes and the 2031 Notes, the “Notes”).

Issuer evidence: On August 14, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029 (the “2029 Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 (the “2031 Notes”) and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (the “2037 Notes” and, collectively with the 2029 Notes and the 2031 Notes, the “Notes”).

Supporting evidence: The 2029 Notes mature on August 14, 2029 and bear interest at a rate of 4.800% per year. Interest on the 2029 Notes is payable on February 14 and August 14 of each year, beginning on February 14, 2027. The 2031 Notes mature on August 14, 2031 and bear interest at a rate of 5.050% per year. Interest on the 2031 Notes is payable on February 14 and August 14 of each year, beginning on February 14, 2027. The 2037 Notes mature on March 14, 2037 and bear interest at a rate of 5.550% per year. Interest on the 2037 Notes is payable on March 14 and September 14 of each year, beginning on March 14, 2027. The Notes are the Company’s general unsecured senior obligations and are equal in right of payment with all of the Company’s other existing and future unsecured and unsubordinated indebtedness, including the Company’s credit facility and the Company’s 5.750% Senior Notes due 2026, the Company’s 3.600% Senior Notes due 2027, the Company’s 4.350% Senior Notes due 2028, the Company’s 3.900% Senior Notes due 2029, the Company’s 4.200% Senior Notes due 2030, the Company’s 1.750% Senior Notes due 2031, the Company’s 4.700% Senior Notes due 2032 (such series of notes, collectively, the “Existing Notes”), the Company’s 5.000% Senior Notes due 2034 and the Company’s 5.100% Senior Notes due 2036. The Notes are effectively junior to the Company’s future secured indebtedness, if any, to the extent of the value of the collateral securing such indebtedness.

Supporting evidence: On August 14, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029 (the “2029 Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 (the “2031 Notes”) and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (the “2037 Notes” and, collectively with the 2029 Notes and the 2031 Notes, the “Notes”).

Supporting evidence: On August 14, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029 (the “2029 Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 (the “2031 Notes”) and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (the “2037 Notes” and, collectively with the 2029 Notes and the 2031 Notes, the “Notes”).

On August 10, 2026, O’Reilly Automotive, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the “Underwriters”), with respect to the Company’s issuance and sale of (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029, (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (collectively, the “Notes”).

Issuer evidence: On August 10, 2026, O’Reilly Automotive, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the “Underwriters”), with respect to the Company’s issuance and sale of (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029, (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (collectively, the “Notes”). The Underwriting Agreement includes customary representations, warranties and covenants. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.

Supporting evidence: On August 10, 2026, O’Reilly Automotive, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the “Underwriters”), with respect to the Company’s issuance and sale of (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029, (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (collectively, the “Notes”).

(a) Title and Aggregate Principal Amount. The Notes shall be in registered form under the Indenture and shall be known as the Company’s “5.100% Senior Notes due 2036.”

Issuer evidence: SEVENTH SUPPLEMENTAL INDENTURE, dated as of March 12, 2026 (this “Seventh Supplemental Indenture”), between O’REILLY AUTOMOTIVE, INC., a Missouri corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”), to the Indenture, dated as of May 20, 2019 (the “Base Indenture” and, together with this Seventh Supplemental Indenture, the “Indenture”), between the Company and the Trustee. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Base Indenture.

Supporting evidence: (c) Interest and Principal. The Notes will mature on March 12, 2036 and will bear interest at the rate of 5.100% per annum. The Company will pay interest on the Notes on each March 12 and September 12 (each, an “Interest Payment Date”), beginning on September 12, 2026, to the Holders of record on the immediately preceding February 27 or August 27 (each, a “Regular Record Date”), respectively. Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance. Payments of the principal of and interest on the Notes shall be made in Dollars, and the Notes shall be denominated in Dollars.

Supporting evidence: WHEREAS, pursuant to Sections 2.01 and 2.02 of the Base Indenture, the Company desires to provide for the establishment of a Series of senior debt securities entitled “5.100% Senior Notes due 2036” (the “Notes”), the form and substance of which, and the terms, provisions and conditions of which, to be set forth as provided in the Indenture.

Supporting evidence: WHEREAS, pursuant to Sections 2.01 and 2.02 of the Base Indenture, the Company desires to provide for the establishment of a Series of senior debt securities entitled “5.100% Senior Notes due 2036” (the “Notes”), the form and substance of which, and the terms, provisions and conditions of which, to be set forth as provided in the Indenture.

On March 12, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold $850,000,000 aggregate principal amount of the Company’s 5.100% Senior Notes due 2036 (the “Notes”).

Issuer evidence: On March 12, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold $850,000,000 aggregate principal amount of the Company’s 5.100% Senior Notes due 2036 (the “Notes”).

Supporting evidence: The Notes mature on March 12, 2036 and bear interest at a rate of 5.100% per year. Interest on the Notes is payable on March 12 and September 12 of each year, beginning on September 12, 2026. The Notes are the Company’s general unsecured senior obligations and are equal in right of payment with all of the Company’s other existing and future unsecured and unsubordinated indebtedness, including the Company’s credit facility and the Company’s 3.550% Senior Notes due 2026, the Company’s 5.750% Senior Notes due 2026, the Company’s 3.600% Senior Notes due 2027, the Company’s 4.350% Senior Notes due 2028, the Company’s 3.900% Senior Notes due 2029, the Company’s 4.200% Senior Notes due 2030, the Company’s 1.750% Senior Notes due 2031, the Company’s 4.700% Senior Notes due 2032 (such series of notes, collectively, the “Existing Notes”) and the Company’s 5.000% Senior Notes due 2034. The Notes are effectively junior to the Company’s future secured indebtedness, if any, to the extent of the value of the collateral securing such indebtedness.

Supporting evidence: On March 12, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold $850,000,000 aggregate principal amount of the Company’s 5.100% Senior Notes due 2036 (the “Notes”).

On August 14, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029 (the “2029 Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 (the “2031 Notes”) and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (the “2037 Notes” and, collectively with the 2029 Notes and the 2031 Notes, the “Notes”).

Issuer evidence: On August 14, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029 (the “2029 Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 (the “2031 Notes”) and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (the “2037 Notes” and, collectively with the 2029 Notes and the 2031 Notes, the “Notes”).

Supporting evidence: The 2029 Notes mature on August 14, 2029 and bear interest at a rate of 4.800% per year. Interest on the 2029 Notes is payable on February 14 and August 14 of each year, beginning on February 14, 2027. The 2031 Notes mature on August 14, 2031 and bear interest at a rate of 5.050% per year. Interest on the 2031 Notes is payable on February 14 and August 14 of each year, beginning on February 14, 2027. The 2037 Notes mature on March 14, 2037 and bear interest at a rate of 5.550% per year. Interest on the 2037 Notes is payable on March 14 and September 14 of each year, beginning on March 14, 2027. The Notes are the Company’s general unsecured senior obligations and are equal in right of payment with all of the Company’s other existing and future unsecured and unsubordinated indebtedness, including the Company’s credit facility and the Company’s 5.750% Senior Notes due 2026, the Company’s 3.600% Senior Notes due 2027, the Company’s 4.350% Senior Notes due 2028, the Company’s 3.900% Senior Notes due 2029, the Company’s 4.200% Senior Notes due 2030, the Company’s 1.750% Senior Notes due 2031, the Company’s 4.700% Senior Notes due 2032 (such series of notes, collectively, the “Existing Notes”), the Company’s 5.000% Senior Notes due 2034 and the Company’s 5.100% Senior Notes due 2036. The Notes are effectively junior to the Company’s future secured indebtedness, if any, to the extent of the value of the collateral securing such indebtedness.

Supporting evidence: On August 14, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029 (the “2029 Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 (the “2031 Notes”) and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (the “2037 Notes” and, collectively with the 2029 Notes and the 2031 Notes, the “Notes”).

Supporting evidence: On August 14, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029 (the “2029 Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 (the “2031 Notes”) and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (the “2037 Notes” and, collectively with the 2029 Notes and the 2031 Notes, the “Notes”).

On August 10, 2026, O’Reilly Automotive, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the “Underwriters”), with respect to the Company’s issuance and sale of (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029, (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (collectively, the “Notes”).

Issuer evidence: On August 10, 2026, O’Reilly Automotive, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the “Underwriters”), with respect to the Company’s issuance and sale of (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029, (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (collectively, the “Notes”). The Underwriting Agreement includes customary representations, warranties and covenants. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.

Supporting evidence: On August 10, 2026, O’Reilly Automotive, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the “Underwriters”), with respect to the Company’s issuance and sale of (i) $700,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029, (ii) $500,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2031 and (iii) $400,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2037 (collectively, the “Notes”).

(c) Interest and Principal. The Notes will mature on March 14, 2037 and will bear interest at the rate of 5.550% per annum. The Company will pay interest on the Notes on each March 14 and September 14 (each, an “Interest Payment Date”), beginning on March 14, 2027, to the Holders of record on the immediately preceding March 1 or September 1 (each, a “Regular Record Date”), respectively. Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance. Payments of the principal of and interest on the Notes shall be made in Dollars, and the Notes shall be denominated in Dollars.

Issuer evidence: TENTH SUPPLEMENTAL INDENTURE, dated as of August 14, 2026 (this “Tenth Supplemental Indenture”), between O’REILLY AUTOMOTIVE, INC., a Missouri corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”), to the Indenture, dated as of May 20, 2019 (the “Base Indenture” and, together with this Tenth Supplemental Indenture, the “Indenture”), between the Company and the Trustee. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Base Indenture.

Supporting evidence: WHEREAS, pursuant to Sections 2.01 and 2.02 of the Base Indenture, the Company desires to provide for the establishment of a Series of senior debt securities entitled “5.550% Senior Notes due 2037” (the “Notes”), the form and substance of which, and the terms, provisions and conditions of which, to be set forth as provided in the Indenture.

Supporting evidence: WHEREAS, pursuant to Sections 2.01 and 2.02 of the Base Indenture, the Company desires to provide for the establishment of a Series of senior debt securities entitled “5.550% Senior Notes due 2037” (the “Notes”), the form and substance of which, and the terms, provisions and conditions of which, to be set forth as provided in the Indenture.

On March 5, 2026, O'Reilly Automotive, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the "Underwriters"), with respect to the Company's issuance and sale of $850,000,000 aggregate principal amount of the Company's 5.100% Senior Notes due 2036 (the "Notes").

Issuer evidence: On March 5, 2026, O'Reilly Automotive, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the "Underwriters"), with respect to the Company's issuance and sale of $850,000,000 aggregate principal amount of the Company's 5.100% Senior Notes due 2036 (the "Notes").

Supporting evidence: On March 5, 2026, O'Reilly Automotive, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the "Underwriters"), with respect to the Company's issuance and sale of $850,000,000 aggregate principal amount of the Company's 5.100% Senior Notes due 2036 (the "Notes").

Supporting evidence: On March 5, 2026, O'Reilly Automotive, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the "Underwriters"), with respect to the Company's issuance and sale of $850,000,000 aggregate principal amount of the Company's 5.100% Senior Notes due 2036 (the "Notes").