tm265973-1_424b5 - none

424B5 1 tm265973-1_424b5.htm 424B5 tm265973-1_424b5 - none - 7.2813061s

This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(5)

Registration No.: 333-286320

Subject to Completion, dated March 5, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated April 1, 2025)

O’Reilly Automotive, Inc.

% Senior Notes due 20

This is an offering by O’Reilly Automotive, Inc. of an aggregate of $ million of % Senior Notes due 20 , or the notes.

We will pay interest on the notes on and of each year beginning on , 2026. The notes will mature on , 20 . Upon the occurrence of a Change of Control Triggering Event (as defined in this prospectus supplement), we will be required to make an offer to purchase the notes for cash at a price equal to 101% of their principal amount, together with accrued and unpaid interest to but not including the date of repurchase. We have the option to redeem all or a portion of the notes at any time and from time to time for cash at the applicable redemption price described under “Description of Notes — Optional Redemption” in this prospectus supplement.

The notes will be our general unsecured senior obligations and will be equal in right of payment with all of our other existing and future unsecured and unsubordinated debt, including our credit facility, our commercial paper program and our existing series of senior notes (we refer to these series of notes as our existing notes). The notes will be effectively junior to any of our future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The notes will be structurally junior to any indebtedness of our subsidiaries, because the notes will not be guaranteed by any of our subsidiaries, except in limited circumstances if such subsidiary incurs or guarantees obligations under our credit facility or certain of our other credit facility debt or capital markets debt. Our existing notes and our credit facility are not currently guaranteed by any of our subsidiaries.

The notes are a new issue of securities with no established trading market. We do not intend to list the notes on any securities exchange or arrange for the quotation of the notes in any automated dealer quotation system.

Investing in these notes involves certain risks. See “Risk Factors” beginning on page S-8 of this prospectus supplement and Part I, Item 1A, “Risk Factors” beginning on page 18 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, which is incorporated by reference herein, as well as the other information included and incorporated by reference herein, to read about factors you should consider before deciding to invest in the notes.

Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined if this prospectus supplement and the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense.

Per Note

Total

Public Offering Price(1)

Underwriting Discount

Proceeds, before expenses, to O’Reilly

(1)

Plus accrued interest, if any, from , 2026, if settlement occurs after that date.

BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, on behalf of the underwriters, expect to deliver the notes on or about , 2026. Delivery of the notes will be made in book-entry form only through the facilities of The Depository Trust Company and its direct and indirect participants, including Euroclear Bank SA/NV, as operator of the Euroclear System, and Clearstream Banking S.A., against payment therefor in immediately available funds.

Joint Book-Running Managers

BofA Securities

J.P. Morgan

Wells Fargo Securities

The date of this prospectus supplement is March , 2026.

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
WHERE YOU CAN FIND MORE INFORMATION		S-iii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		S-iv
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS		S-v
SUMMARY		S-1
THE COMPANY		S-1
THE OFFERING		S-5
RISK FACTORS		S-8
USE OF PROCEEDS		S-14
DESCRIPTION OF NOTES		S-15
U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS		S-26
UNDERWRITING (CONFLICTS OF INTEREST)		S-28
LEGAL MATTERS		S-34
EXPERTS		S-34

	ABOUT THIS PROSPECTUS					ii
	WHERE YOU CAN FIND MORE INFORMATION					ii
	INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE					ii
	CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS					iii
	THE COMPANY					1
	RISK FACTORS					2
	USE OF PROCEEDS					3
	DESCRIPTION OF DEBT SECURITIES					4
	PLAN OF DISTRIBUTION					14
	LEGAL MATTERS					16
	EXPERTS					16

Underwriters	Principal Amount of Notes
BofA Securities, Inc.		$
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
Total		$

SEC Form 424B5 filed by O'Reilly Automotive Inc.