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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): March 12, 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 the 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 7 – Regulation FD

Item 7.01 – Regulation FD Disclosure

On March 13, 2025, O’Reilly Automotive, Inc. (the “Company”) issued a press release announcing the Stock Split (as defined below). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 8 – Other Events

Item 8.01 – Other Events

On March 12, 2025, the Board of Directors of the Company (the “Board”) approved a 15-for-1 split of the Company’s common stock to be effected in the form of a one-time special stock dividend (the “Stock Split”), subject to shareholder approval of an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock to accommodate the Stock Split.  The Company intends to seek shareholder approval for this amendment at the 2025 annual meeting of shareholders.  If the amendment is approved and the Board proceeds with the Stock Split, shareholders of record as of June 2, 2025 will receive fourteen additional shares of common stock for each share held, which will be distributed after market close on June 9, 2025.  Shares of common stock are expected to begin trading on a post-split basis at the market open on June 10, 2025.

If the Stock Split is effected, proportionate adjustments will be made to the number of shares of the Company’s common stock underlying the Company’s outstanding stock awards; the number of shares issuable under the Company’s equity incentive plans and existing agreements, as well as the exercise or conversion price, as applicable; and the Company’s authorized buyback programs, as applicable.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits

Exhibit Number

   

Description

99.1

Press release dated March 13, 2025

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

The information in Item 7.01 and Exhibit 99.1 of 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: March 13, 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)

Exhibit 99.1

Graphic

FOR IMMEDIATE RELEASE


O’REILLY AUTOMOTIVE, INC. BOARD OF DIRECTORS APPROVES 15-FOR-1 STOCK SPLIT, SUBJECT TO SHAREHOLDER APPROVAL OF AN INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK


Board approves 15-for-1 stock split, subject to shareholder approval of share authorization increase
Split is aimed at helping team members take advantage of employee stock purchase benefits

Springfield, MO, March 13, 2025 O’Reilly Automotive, Inc. (the “Company” or “O’Reilly”) (Nasdaq:  ORLY), a leading retailer in the automotive aftermarket industry, today announced that its Board of Directors (the “Board”) approved a 15-for-1 split of its common stock, to be effected in the form of a one-time special stock dividend.

The stock split is subject to shareholder approval of an amendment to O’Reilly’s Articles of Incorporation to increase the number of authorized shares of common stock to accommodate the stock split.  O’Reilly intends to seek shareholder approval for this amendment at its upcoming annual meeting on May 15, 2025.

Brad Beckham, O’Reilly’s CEO, commented, “The current per share price level of our common stock reflects the continued strong financial performance of O’Reilly since our initial public offering in April 1993, highlighted by annual growth in comparable store sales, total revenues, and operating income each year we have been a public company.  In the 20 years since we last split our stock in 2005, the Company has consistently delivered strong performance, resulting in a total increase in our share price over 4,330%, or approximately 21% on an annualized basis.”

The reasoning behind the split goes back to one of the original goals for taking the Company public in 1993:  to share the success with our team members.

Beckham continued, “We believe our Team O’Reilly culture is the most critical factor in our Company’s historic and future success.  We also believe we are at our strongest when our team members participate in the success of our Company.  This split will make our common stock more accessible to our team members, enabling them to acquire whole shares, rather than fractions, more readily through our stock purchase program, which allows them to purchase stock conveniently through payroll deductions at a 15% discount.  We feel this is the right time to split the stock and further include our team members in the next chapter of growth for Team O’Reilly.”

If the amendment is approved and the Board proceeds with the stock split, shareholders of record as of June 2, 2025, will receive fourteen additional shares of common stock for each share held, which will be distributed after market close on June 9, 2025.  O’Reilly’s shares are expected to begin trading on a post-split basis at the market open on June 10, 2025.

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 December 31, 2024, the Company operated 6,378 stores across 48 U.S. states, Puerto Rico, Mexico, and Canada.

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,” “guidance,” “target,” 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; damage, failure, or interruption of information technology systems, including information security and cyber-attacks; historical growth rate sustainability; our ability to hire and retain qualified employees; risks associated with the performance of acquired businesses; 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, 2024, 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

Leslie Skorick (417) 874-7142

Eric Bird (417) 868-4259

Media Contact

Sonya Cox (417) 829-5709