Material Agreement (Form 8-K)

Underwriting Agreement

On August 10, 2026, O'Reilly Automotive, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the "Underwriters"), with respect to the Company's issuance and sale of (i) $700,000,000 aggregate principal amount of the Company's 4.800% Senior Notes due 2029, (ii) $500,000,000 aggregate principal amount of the Company's 5.050% Senior Notes due 2031 and (iii) $400,000,000 aggregate principal amount of the Company's 5.550% Senior Notes due 2037 (collectively, the "Notes"). The Underwriting Agreement includes customary representations, warranties and covenants. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.

The estimated net proceeds from the offering of the Notes are expected to be approximately $1.59 billion, after deducting the underwriting discounts and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering to repay a portion of amounts outstanding under its commercial paper program and, to the extent any net proceeds remain, for general corporate purposes, which may include ordinary course working capital, repurchases of shares of its common stock, and investments in other business opportunities, including acquisitions, and to pay related fees and expenses.

The above description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, attached as Exhibit 1.1 hereto, and incorporated herein by reference.