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Get filing alertsO'Reilly issues $1.6B in senior notes across three tranches at 4.800%–5.550%
Filed August 14, 2026 · Period ending August 14, 2026 · ~1 min read
Key Changes
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high
Issued $1.6B unsecured senior notes: $700M due 2029 at 4.800%, $500M due 2031 at 5.050%, $400M due 2037 at 5.550%. Notes rank equally with existing senior debt and credit facility.
Item 1.01 verify on EDGAR → -
medium
Notes include make-whole call provisions at Treasury rate plus 10–15 basis points until one to three months before maturity, then callable at par. Provides refinancing flexibility if rates decline.
Item 1.01 verify on EDGAR → -
medium
Change of control protection allows noteholders to require repurchase at 101% of principal plus accrued interest if a triggering event occurs.
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medium
Cross-default provision triggers if O'Reilly defaults on other debt exceeding $25M (while existing notes outstanding) or $100M thereafter.
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low
Interest payable semi-annually starting February/March 2027. 2029/2031 notes pay Feb 14 and Aug 14; 2037 notes pay Mar 14 and Sep 14.
Item 1.01 verify on EDGAR →
Summary
O'Reilly Automotive completed a $1.6 billion senior notes offering on August 14, 2026, adding term debt across three maturities. The company issued $700 million due 2029 at 4.800%, $500 million due 2031 at 5.050%, and $400 million due 2037 at 5.550%. The notes are unsecured and rank equally with existing senior obligations and the company's credit facility.
Interest begins accruing in early 2027 with semi-annual payments. The indenture includes standard investment-grade protections: make-whole call provisions allow early redemption at Treasury-plus spreads until near maturity, then at par; a change of control put at 101% protects bondholders in an acquisition scenario; and cross-default provisions link defaults across the debt structure at $25–100 million thresholds.
The filing does not disclose use of proceeds, but the size and tenor suggest general corporate purposes or refinancing of existing obligations. The rates reflect current market conditions for an investment-grade auto retailer with O'Reilly's credit profile.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Interest on the 2029 Notes is payable on February 14 and August 14 of each year, beginning on February 14, 2027. The 2031 Notes mature on August 14, 2031 and bear interest at a rate of 5.050% per year. Interest on the 2031 Notes is payable on February 14 and August 14 of each year, beginning on February 14, 2027. The 2037 Notes mature on March 14, 2037 and bear interest at a rate of 5.550% per year. Interest on the 2037 Notes is payable on March 14 and September 14 of each year, beginning on March 14, 2027.
The 2029 and 2031 notes pay interest semi-annually on February 14 and August 14, starting February 2027. The 2037 notes pay interest semi-annually on March 14 and September 14, also starting in 2027. This establishes the company's ongoing cash interest obligations across the three tranches.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 17, 2026 · How we verify