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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

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Date of Report (date of earliest event reported): May 15, 2025

O’Reilly Automotive, Inc.

(Exact name of registrant as specified in its charter)

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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))

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Securities registered pursuant to Section 12(b) of the Act:

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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

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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.  ☐

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Section 5 – Corporate Governance and Management

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Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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At O’Reilly Automotive, Inc.’s (the “Company”) 2025 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 15, 2025, the Company’s shareholders elected Greg Henslee, David O’Reilly, Thomas T. Hendrickson, Kimberly A. deBeers, Gregory D. Johnson, John R. Murphy, Dana M. Perlman, Maria A. Sastre, and Fred Whitfield to serve as members of the Company’s Board of Directors (the “Board”) until the annual meeting of the Company’s shareholders in 2026 and until his or her successor has been duly elected and qualified.

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Following the Annual Meeting, one member of the Board, Larry O’Reilly, tendered his notice of resignation from the Board, consistent with the Board’s mandatory retirement age policy and after his successor had been duly elected at the Annual Meeting, and the Board accepted his resignation.

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The members of the Board’s Audit Committee, Human Capital and Compensation Committee, and Corporate Governance/Nominating Committee are set forth below.  The purposes and functions of the respective committees remain unchanged.

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Audit Committee

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Human Capital and Compensation Committee

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Corporate Governance/Nominating Committee

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Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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At the Annual Meeting held on May 15, 2025, Company shareholders approved and adopted an amendment to the Company’s Second Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to increase the number of authorized shares of common stock, par value $0.01 per share, from 245,000,000 to 1,250,000,000 in connection with a 15-for-1 stock split of the Company’s common stock in the form of a one-time special stock dividend (the “Stock Split”). The Third Amended and Restated Articles of Incorporation also incorporates ministerial changes.  The Third Amended and Restated Articles of Incorporation became effective with the Secretary of State of the State of Missouri on May 16, 2025.

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As previously announced, in connection with the Stock Split, each Company shareholder of record as of June 2, 2025, will receive 14 additional shares of common stock for each share held, which will be distributed after market close on June 9, 2025.  Shares of the Company’s common stock are expected to begin trading on a post-split basis at the market open on June 10, 2025.

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The foregoing summary of the amendment to the Articles of Incorporation set forth under this Item 5.03 is not complete and is qualified in its entirety by reference to the complete text of the Third Amended and Restated Articles of Incorporation.  The Third Amended and Restated Articles of Incorporation, along with a copy marked to show changes from the prior version, are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

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Item 5.07 – Submission of Matters to a Vote of Security Holders

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Of the 57,240,513 shares entitled to vote at the Annual Meeting, 51,762,997 shares were present in person or by proxy.  At the Annual Meeting, the shareholders were asked to vote on four Company proposals and one shareholder proposal.  A brief description of each proposal, along with the outcome and tabulation of voting results, is set forth below:

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(d)  The shareholders voted to ratify the appointment of Ernst & Young LLP, as the Company’s independent auditors for the fiscal year ending December 31, 2025.  The voting results are as follows:

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Section 9 – Financial Statements and Exhibits

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Item 9.01 – Financial Statements and Exhibits

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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.

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