☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934 For the quarterly period ended June30,2026OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from ________ to ________ O’REILLY AUTOMOTIVE,INC. (Exact name of registrant as specified in its charter) Missouri (State or other jurisdiction ofincorporation or organization) (I.R.S. Employer Identification No.) (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 fiscalyear, if changed since last report) Securities registered pursuant to Section12(b)of the Act: The Nasdaq Stock Market LLC(Nasdaq Global Select Market) ORLY Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant wasrequired to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T during the preceding 12months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Emerging growth companyNon-accelerated filer☐Smaller reporting company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of theExchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicabledate:Common stock, $0.01 par value- 808,960,792 shares outstanding as of August 3, 2026. O’REILLY AUTOMOTIVE,INC. AND SUBSIDIARIESFORM10-QFOR THE QUARTER ENDED JUNE 30, 2026TABLE OF CONTENTS PagePARTI- FINANCIAL INFORMATION1ITEM1- FINANCIAL STATEMENTS (UNAUDITED)1Condensed Consolidated Balance Sheets1Condensed Consolidated Statements of Income2Condensed Consolidated Statements of Comprehensive Income3Condensed Consolidated Statements of Shareholders’ Equity (Deficit)4Condensed Consolidated Statements of Cash Flows5Notesto Condensed Consolidated Financial Statements6ITEM2- MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS16ITEM3- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK22ITEM4- CONTROLS AND PROCEDURES23PARTII- OTHER INFORMATION24ITEM1- LEGAL PROCEEDINGS24ITEM1A- RISK FACTORS24ITEM2- UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS24ITEM5- OTHER INFORMATION24ITEM6- EXHIBITS25SIGNATURE PAGES26 O’REILLY AUTOMOTIVE,INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF INCOME(Unaudited)(In thousands, except per share data) O’REILLY AUTOMOTIVE,INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(Unaudited)(In thousands) O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)(In thousands) Forthe Six Months EndedJune30, 20262025Operating activities:Net income$1,319,245$1,207,080Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization of property, equipment and intangibles273,643247,159Amortization of debt discount and issuance costs3,8183,667Deferred income taxes27,504(36,679)Share-based compensation programs17,51218,812Other5,7227,945Changes in operating assets and liabilities:Accounts receivable(75,256)(73,966)Inventory(239,312)(280,899)Accounts payable284,815331,082Income taxes payable(33,836)314,779Other455,557(227,014)Net cash provided by operating activities2,039,4121,511,966 Investing activities:Purchases of property and equipment O’REILLY AUTOMOTIVE,INC. AND SUBSIDIARIESNOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)June30,2026 NOTE1– BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of O’Reilly Automotive,Inc. and itssubsidiaries (the “Company” or “O’Reilly”) have been prepared in accordance with United States generally acceptedaccounting principles (“U.S. GAAP”) for interim financial information and the instructions to Form10-Q andArticle10 of Regulation S-X.Accordingly, they do not include all of the information a