UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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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 | ||
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.