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O Reilly Automotive Inc_February 4, 2026 0000898173falseO Reilly Automotive Inc00008981732026-02-042026-02-04 ​

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): February 4, 2026 ​

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 2 – Financial Information ​ Item 2.02 – Results of Operations and Financial Condition ​ On February 4, 2026, O’Reilly Automotive Inc. (the “Company”) issued a press release announcing its 2025 fourth quarter and full-year earnings.  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 February 4, 2026

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: February 4, 2026

O’REILLY AUTOMOTIVE, INC.

​

​

​

​

By:

/s/ Jeremy A. Fletcher

​

​

Jeremy A. Fletcher

​

​

Executive Vice President and Chief Financial Officer

​

​

(principal financial and accounting officer)

​ ​ ​ ​ ​ ​ ​

O Reilly Automotive Inc_October 22, 2025 0000898173falseO Reilly Automotive Inc00008981732025-10-222025-10-22 ​

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): October 22, 2025 ​

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 2 – Financial Information ​ Item 2.02 – Results of Operations and Financial Condition ​ On October 22, 2025, O’Reilly Automotive Inc. (the “Company”) issued a press release announcing its 2025 third quarter earnings.  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 October 22, 2025

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: October 22, 2025

O’REILLY AUTOMOTIVE, INC.

​

​

​

​

By:

/s/ Jeremy A. Fletcher

​

​

Jeremy A. Fletcher

​

​

Executive Vice President and Chief Financial Officer

​

​

(principal financial and accounting officer)

​ ​ ​ ​ ​ ​ ​