# O'Reilly Automotive (ORLY) - Recent Events (through the second quarter of 2026)

## Filings that contain financial statements

- Form 8-K dated July 29, 2026, accession 0000898173-26-000042, Exhibit 99.1 (second quarter 2026 earnings release): condensed consolidated balance sheets (June 30, 2026, June 30, 2025 and December 31, 2025), statements of income for the three and six months ended June 30, 2026 and 2025, and a statement of cash flows for the six months ended June 30, 2026 and 2025. It also carries free cash flow, adjusted debt to EBITDAR, store count and revenue disaggregation tables.
- Form 8-K dated April 29, 2026, accession 0000898173-26-000024, Exhibit 99.1 (first quarter 2026 earnings release): condensed financial statements for the three months ended March 31, 2026 and 2025.
- Form 8-K dated February 4, 2026, accession 0000898173-26-000006, Exhibit 99.1 (fourth quarter and full-year 2025 earnings release): condensed financial statements for the quarter and year ended December 31, 2025.

## Earnings and guidance

- **July 29, 2026 - Second quarter 2026 results and raised guidance** (accession 0000898173-26-000042). Sales rose 8% to $4.89 billion; comparable store sales grew 6.0%; operating income was $986 million (20.2% of sales); net income was $715 million; diluted EPS rose 10% to $0.86. First-half sales were $9.45 billion and diluted EPS $1.58. The company raised full-year 2026 guidance: comparable store sales to 4.0% to 6.0% (from 3.0% to 5.0%), total revenue to $18.9 billion to $19.2 billion (from $18.7 billion to $19.0 billion), and diluted EPS to $3.20 to $3.30 (from $3.15 to $3.25 in the April guidance). Effective tax rate guidance moved to 22.5% from 22.6%. Gross margin (51.5% to 52.0%), operating margin (19.3% to 19.8%), operating cash flow ($3.1 billion to $3.5 billion), capital expenditures ($1.3 billion to $1.4 billion), free cash flow ($1.8 billion to $2.1 billion) and 225 to 235 net new stores were unchanged from April. The company had 6,695 stores at June 30, 2026, with 110 net new stores opened year to date.
- **April 29, 2026 - First quarter 2026 results** (accession 0000898173-26-000024). Comparable store sales grew 8.1% and diluted EPS rose 16% to $0.72. Full-year guidance was nudged up: diluted EPS to $3.15 to $3.25 (from $3.10 to $3.20 given on February 4) and operating margin to 19.3% to 19.8% (from 19.2% to 19.7%); the comparable store sales and revenue ranges were unchanged.
- **February 4, 2026 - Fourth quarter and full-year 2025 results** (accession 0000898173-26-000006). Full-year comparable store sales grew 4.7% and diluted EPS rose 10% to $2.97; 2025 operating cash flow was $2.8 billion. Initial 2026 guidance: comparable store sales 3.0% to 5.0%, revenue $18.7 billion to $19.0 billion, diluted EPS $3.10 to $3.20.

## Capital actions

- **Share repurchases.** In the second quarter the company bought 16.7 million shares at an average $90.40 for $1.51 billion; first-half repurchases were 26.7 million shares for $2.43 billion. After quarter-end and through July 29, 2026 it bought a further 7.3 million shares for $632 million, leaving about $1.33 billion of authorization at that date (accession 0000898173-26-000042).
- **June 1, 2026 - Repurchase authorization increased** (accession 0000898173-26-000033). The board added $2.0 billion to the repurchase program, raising the aggregate authorization to $31.75 billion; the additional amount runs for three years from June 1, 2026.
- **August 10 and 14, 2026 - $1.6 billion senior notes offering, closed** (accessions 0001104659-26-094110 and 0001104659-26-097090). The underwriting agreement was signed August 10, 2026, and the notes were issued and sold on August 14, 2026: $700 million of 4.800% notes due 2029, $500 million of 5.050% notes due 2031 and $400 million of 5.550% notes due 2037. Estimated net proceeds of about $1.59 billion are to repay part of the commercial paper program and for general corporate purposes, which may include share repurchases and acquisitions. The notes are unsecured senior obligations issued under the 2019 base indenture.
- **March 5 and 12, 2026 - $850 million senior notes offering, closed** (accessions 0001104659-26-024710 and 0001104659-26-027054). The underwriting agreement was signed March 5, 2026, and $850 million of 5.100% notes due 2036 were issued and sold on March 12, 2026. Estimated net proceeds of about $841 million were to repay the 3.550% senior notes due 2026 at maturity, repay part of the commercial paper program and fund general corporate purposes.

## Management and governance

- **July 10, 2026 - New Chief Supply Chain Officer** (accession 0000898173-26-000039). Colin Yankee, previously Chief Supply Chain Officer at Tractor Supply Company, was appointed Executive Vice President and Chief Supply Chain Officer effective July 13, 2026, at a $700,000 base salary with an 85% annual incentive target and stock option awards.
- **May 14, 2026 - Annual meeting** (accession 0000898173-26-000030). Shareholders elected all nine directors for terms to the 2027 annual meeting; the board approved a stock option award with a $2,000,000 grant-date fair value for Executive Chairman Greg Henslee.
- **December 1, 2025 - Executive Chairman trading plan** (accession 0000898173-25-000062). Greg Henslee adopted a Rule 10b5-1 plan on November 24, 2025 for sales of up to 138,705 shares from about March 5 to April 27, 2026, tied to exercising options that expire in February 2027.

## Scheduling notices (routine)

- Form 8-Ks dated January 2, April 1 and July 1, 2026 announced release dates for the fourth quarter 2025, first quarter 2026 and second quarter 2026 results (accessions 0000898173-26-000003, 0000898173-26-000021, 0000898173-26-000037).
- Subsequent to the quarter, a Form 8-K dated October 1, 2026 (accession 0000898173-26-000048) announced that third quarter 2026 results will be released October 28, 2026, with a conference call on October 29, 2026.

## Not reflected in filings

No acquisition, merger, divestiture, dividend, impairment, restructuring or stock split is disclosed in the 8-Ks covering this period.