ORLY: Material agreement

Item 1.01. Entry into a Material Definitive Agreement. 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”). The terms of the Notes are governed by an Indenture, dated as of May 20, 2019 (the “Base Indenture”), by and between the Company and U.S. Bank Trust Company, National Association (f/k/a U.S. Bank National Association) (the “Trustee”), as further supplemented by the Eighth Supplemental Indenture with respect to the 2029 Notes, as further supplemented by the Ninth Supplemental Indenture with respect to the 2031 Notes and as further supplemented by the Tenth Supplemental Indenture with respect to the 2037 Notes, each dated as of the Closing Date (collectively, the “Supplemental Indentures”; the Supplemental Indentures collectively with the Base Indenture, the “Indenture”), by and between the Company and the Trustee. 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 Note