Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-286320
O’REILLY AUTOMOTIVE, INC.
$700,000,000 4.800% Senior Notes due 2029
$500,000,000 5.050% Senior Notes due 2031
$400,000,000 5.550% Senior Notes due 2037
August 10, 2026
Term Sheet
| Issuer | O’Reilly Automotive, Inc. | |
| Description of Securities | 4.800% Senior Notes due 2029 (the “2029 Notes”) | |
| 5.050% Senior Notes due 2031 (the “2031 Notes”) | ||
| 5.550% Senior Notes due 2037 (the “2037 Notes”) | ||
| The 2029 Notes, the 2031 Notes and the 2037 Notes (collectively, the “Notes”) will each constitute a separate series of the Issuer’s debt securities under the indenture governing the Notes. | ||
| Securities Type | Senior Notes | |
| Legal Format | SEC Registered | |
| Expected Ratings (Moody’s / S&P)* | Baa1 (Stable) / BBB (Stable) | |
| Trade Date | August 10, 2026 | |
| Settlement Date | August 14, 2026 (T+4) | |
| Principal Amount | 2029 Notes: $700,000,000 | |
| 2031 Notes: $500,000,000 | ||
| 2037 Notes: $400,000,000 | ||
| Maturity Date | 2029 Notes: August 14, 2029 | |
| 2031 Notes: August 14, 2031 | ||
| 2037 Notes: March 14, 2037 | ||
| Interest Payment Dates | 2029 Notes: Semi-annually on February 14 and August 14, commencing on February 14, 2027 | |
| 2031 Notes: Semi-annually on February 14 and August 14, commencing on February 14, 2027 | ||
| 2037 Notes: Semi-annually on March 14 and September 14, commencing on March 14, 2027 | ||
| Coupon | 2029 Notes: 4.800% | |
| 2031 Notes: 5.050% | ||
| 2037 Notes: 5.550% |
| Benchmark Treasury | 2029 Notes: 4.125% due July 15, 2029 | |
| 2031 Notes: 4.375% due July 31, 2031 | ||
| 2037 Notes: 4.375% due May 15, 2036 | ||
| Benchmark Treasury Price / Yield | 2029 Notes: 99-161/4 / 4.305% | |
| 2031 Notes: 99-273/4 / 4.405% | ||
| 2037 Notes: 97-15 / 4.701% | ||
| Spread to Benchmark Treasury | 2029 Notes: +50 basis points | |
| 2031 Notes: +65 basis points | ||
| 2037 Notes: +88 basis points | ||
| Yield to Maturity | 2029 Notes: 4.805% | |
| 2031 Notes: 5.055% | ||
| 2037 Notes: 5.581% | ||
| Public Offering Price | 2029 Notes: 99.986% of the principal amount | |
| 2031 Notes: 99.978% of the principal amount | ||
| 2037 Notes: 99.748% of the principal amount | ||
| Optional Redemption | The 2029 Notes, the 2031 Notes and the 2037 Notes will be redeemable, in whole, at any time, or in part, from time to time, prior to July 14, 2029 (one month prior to the 2029 Notes maturity date) (the “2029 Par Call Date”) in the case of the 2029 Notes, prior to July 14, 2031 (one month prior to the 2031 Notes maturity date) (the “2031 Par Call Date”) in the case of the 2031 Notes and prior to December 14, 2036 (three months prior to the 2037 Notes maturity date) (the “2037 Par Call Date” and, together with the 2029 Par Call Date and the 2031 Par Call Date, the “Par Call Dates” and each, a “Par Call Date”) in the case of the 2037 Notes, at the Company’s option, in each case, for cash, at a redemption price, plus accrued and unpaid interest to, but not including, the redemption date, equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would have been due if the Notes matured on the applicable Par Call Date (in each case, not including accrued and unpaid interest to, but not including, the date of redemption, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months)) at the applicable Treasury Yield plus (i) 10 basis points in the case of the 2029 Notes, (ii) 10 basis points in the case of the 2031 Notes and (iii) 15 basis points in the case of the 2037 Notes. | |
| On or after the applicable Par Call Date, the Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s option, for cash, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus in each case, accrued and unpaid interest to, but not including, the redemption date. | ||
| CUSIP Number | 2029 Notes: 67103H AQ0 | |
| 2031 Notes: 67103H AR8 | ||
| 2037 Notes: 67103H AS6 |
| ISIN | 2029 Notes: US67103HAQ02 | |
| 2031 Notes: US67103HAR84 | ||
| 2037 Notes: US67103HAS67 | ||
| Joint Book-Running Managers | J.P. Morgan Securities LLC | |
| Truist Securities, Inc. | ||
| Wells Fargo Securities, LLC | ||
| BofA Securities, Inc. | ||
| PNC Capital Markets LLC | ||
| U.S. Bancorp Investments, Inc. | ||
| Mizuho Securities USA LLC | ||
| Senior Co-Managers | Huntington Securities, Inc. | |
| TD Securities (USA) LLC | ||
| Co-Managers | Capital One Securities, Inc. | |
| Credit Agricole Securities (USA) Inc. | ||
| Regions Securities LLC | ||
| Santander US Capital Markets LLC |
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
We expect that delivery of the Notes will be made to investors on or about August 14, 2026, which will be the 4th business day following the date of the prospectus supplement (such settlement being referred to as “T+4”). Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers of the Notes who wish to trade the Notes before the first business day prior to the settlement date will be required, by virtue of the fact that the Notes initially will settle in T+4, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.
The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”) for this offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting the SEC web site at www.sec.gov. Alternatively, you may obtain a copy of the prospectus from J.P. Morgan Securities LLC, collect at 1-212-834-4533, Truist Securities, Inc., toll free at 1-800-685-4786 or Wells Fargo Securities, LLC, toll-free at 1-800-645-3751.
Term Sheet dated August 10, 2026 to the Preliminary Prospectus Supplement dated August 10, 2026, and the accompanying Prospectus dated April 1, 2025 (together, the “Preliminary Prospectus”) of O’Reilly Automotive, Inc. The information in this Term Sheet supplements the Preliminary Prospectus and supersedes the information in the Preliminary Prospectus to the extent it is inconsistent with the information in the Preliminary Prospectus. This Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus. Financial information presented in the Preliminary Prospectus is deemed to have changed to the extent affected by the changes described herein. This pricing term sheet should be read together with the Preliminary Prospectus, including the documents incorporated by reference therein, before making a decision in connection with an investment in the securities. Capitalized terms used in this Term Sheet but not defined have the meanings given them in the Preliminary Prospectus.