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Form 8-K

sec.gov

8-K — O REILLY AUTOMOTIVE INC

Accession: 0000898173-26-000050

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0000898173

SIC: 5531 (RETAIL-AUTO & HOME SUPPLY STORES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — orly-20261028x8k.htm (Primary)

EX-99.1 (orly-ex99d1.htm)

GRAPHIC (orly-ex99d1001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: orly-20261028x8k.htm · Sequence: 1

O Reilly Automotive Inc_October 28, 2026

0000898173falseO Reilly Automotive Inc00008981732026-10-282026-10-28

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

Date of Report (date of earliest event reported): October 28, 2026

​

O’Reilly Automotive, Inc.

(Exact name of registrant as specified in its charter)

​

​

​

​

​

​

Missouri

​

000-21318

​

27-4358837

(State or other jurisdiction

​

Commission file

​

(I.R.S. Employer

of incorporation or organization)

​

number

​

Identification No.)

​

233 South Patterson Avenue

Springfield, Missouri 65802

(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 fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

​

Securities registered pursuant to Section 12(b) of the Act:

​

​

​

​

​

​

Title of Each Class

​

Trading Symbol(s)

​

Name of Each Exchange on which Registered

Common Stock $0.01 par value

​

ORLY

​

The NASDAQ Stock Market LLC

​

​

​

​

(NASDAQ Global Select Market)

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of Securities Act of 1933 (230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2).

☐ Emerging growth company

​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

​

​

Section 2 – Financial Information

​

Item 2.02 – Results of Operations and Financial Condition

​

On October 28, 2026, O’Reilly Automotive Inc. (the “Company”) issued a press release announcing its third quarter 2026 earnings.  The text of the press release is attached hereto as Exhibit 99.1.

​

Section 9 – Financial Statements and Exhibits

​

Item 9.01 – Financial Statements and Exhibits

​

Exhibit Number

​ ​

Description

99.1

​

Press release dated October 28, 2026

104

​

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

​

The information in this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

​

​

​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​

​

​

​

Date: October 28, 2026

O’REILLY AUTOMOTIVE, INC.

​

​

​

​

By:

/s/ Jeremy A. Fletcher

​

​

Jeremy A. Fletcher

​

​

Executive Vice President and Chief Financial Officer

​

​

(principal financial and accounting officer)

​

EX-99.1

EX-99.1

Filename: orly-ex99d1.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE RELEASE

​

O’REILLY AUTOMOTIVE, INC. REPORTS THIRD QUARTER 2026 RESULTS

​

● Third quarter comparable store sales growth of 7.2%

● 14% increase in third quarter diluted earnings per share to $0.97

● $2.6 billion net cash provided by operating activities year-to-date

​

Springfield, MO, October 28, 2026 – O’Reilly Automotive, Inc. (the “Company” or “O’Reilly”) (Nasdaq:  ORLY), a leading retailer in the automotive aftermarket industry, today announced record revenue and earnings for its third quarter ended September 30, 2026.

​

3rd Quarter Financial Results

Brad Beckham, O’Reilly’s CEO, commented, “I would like to thank our Team Members for their unwavering commitment to providing industry-leading service to each of our customers.  Team O’Reilly’s dedication was evident in our strong third quarter comparable store sales increase of 7.2%.  This robust growth came on top of strong sales in the third quarter last year, resulting in a two-year stack of 12.8%, and was driven by share gains on both sides of our business, with double-digit growth in our professional business and mid-single digit growth in DIY.  Our impressive top-line growth, coupled with a $39 million benefit from tariff refunds received during the third quarter, drove a 14% increase in our third quarter diluted earnings per share.  We are extremely pleased with the continued ability of our Team to deliver industry-leading results through their hard work and unrelenting focus on our customers.”

​

Sales for the third quarter ended September 30, 2026, increased $416 million, or 9%, to $5.12 billion from $4.71 billion for the same period one year ago.  Gross profit for the third quarter increased 10% to $2.68 billion (or 52.4% of sales) from $2.44 billion (or 51.9% of sales) for the same period one year ago.  Selling, general and administrative expenses (“SG&A”) for the third quarter increased 8% to $1.58 billion (or 30.9% of sales) from $1.46 billion (or 31.1% of sales) for the same period one year ago.  Operating income for the third quarter increased 13% to $1.10 billion (or 21.4% of sales) from $976 million (or 20.7% of sales) for the same period one year ago.

​

Net income for the third quarter ended September 30, 2026, increased $60 million, or 8%, to $786 million (or 15.3% of sales) from $726 million (or 15.4% of sales) for the same period one year ago.  Diluted earnings per common share for the third quarter increased 14% to $0.97 on 812 million shares versus $0.85 on 853 million shares for the same period one year ago.

​

Year-to-Date Financial Results

Mr. Beckham concluded, “As a result of our strong year-to-date performance and expectations for the remainder of 2026, we are raising our full-year 2026 comparable store sales guidance to a range of 5.5% to 6.5%.  We are also raising our full-year 2026 gross margin guidance to a range of 51.6% to 52.1% and our operating profit guidance to a range of 19.5% to 20.0%.  These updates incorporate our strong third quarter performance, including the benefit from tariff refunds, and our margin expectations for the fourth quarter.  Year-to-date, we have opened 173 net, new stores across North America and are on track to reach our goal of 225 to 235 net, new store openings in 2026.  We remain very pleased with our new store performance and confident in the strength of the fundamental demand drivers in our business.”

​

​

Sales for the first nine months of 2026 increased $1.21 billion, or 9%, to $14.57 billion from $13.37 billion for the same period one year ago.  Gross profit for the first nine months of 2026 increased 10% to $7.55 billion (or 51.8% of sales) from $6.89 billion (or 51.5% of sales) for the same period one year ago.  SG&A expenses for the first nine months of 2026 increased 9% to $4.62 billion (or 31.7% of sales) from $4.26 billion (or 31.8% of sales) for the same period one year ago.  Operating income for the first nine months of 2026 increased 11% to $2.93 billion (or 20.1% of sales) from $2.63 billion (or 19.7% of sales) for the same period one year ago.

​

Net income for the first nine months of 2026 increased $172 million, or 9%, to $2.10 billion (or 14.4% of sales) from $1.93 billion (or 14.5% of sales) for the same period one year ago.  Diluted earnings per common share for the first nine months of 2026 increased 13% to $2.54 on 828 million shares versus $2.25 on 858 million shares for the same period one year ago.

​

3rd Quarter Comparable Store Sales Results

Comparable store sales are calculated based on the change in sales for U.S. stores open at least one year and exclude sales of specialty machinery, sales to independent parts stores, and sales to Team Members.  Online sales for ship-to-home orders and pick-up-in-store orders for U.S. stores open at least one year are included in the comparable store sales calculation.  Comparable store sales increased 7.2% for the third quarter ended September 30, 2026, on top of 5.6% for the same period one year ago.  Comparable store sales increased 7.1% for the nine months ended September 30, 2026, on top of 4.5% for the same period one year ago.

​

Share Repurchase Program

During the third quarter ended September 30, 2026, the Company repurchased 11.8 million shares of its common stock, at an average price per share of $87.34, for a total investment of $1.03 billion.  During the first nine months of 2026, the Company repurchased 38.5 million shares of its common stock, at an average price per share of $89.99, for a total investment of $3.47 billion.  Excise tax on shares repurchased, assessed at one percent of the fair market value of shares repurchased, was $34.7 million for the nine months ended September 30, 2026.  Subsequent to the end of the third quarter and through the date of this release, the Company repurchased an additional 2.3 million shares of its common stock, at an average price per share of $87.11, for a total investment of $204 million.  The Company has repurchased a total of 1.50 billion shares of its common stock under its share repurchase program since the inception of the program in January of 2011 and through the date of this release, at an average price of $20.63, for a total aggregate investment of $31.02 billion.  As of the date of this release, the Company had approximately $727 million remaining under its current share repurchase authorization.

​

​

Updated Full-Year 2026 Guidance

The table below outlines the Company’s updated guidance for selected full-year 2026 financial data:

​

​

​

​

​ ​ ​

For the Year Ending

​

December 31, 2026

Net, new store openings

225 to 235

Comparable store sales

5.5% to 6.5%

Total revenue

$19.0 billion to $19.3 billion

Gross profit as a percentage of sales

51.6% to 52.1%

Operating income as a percentage of sales

19.5% to 20.0%

Effective income tax rate

22.7%

Diluted earnings per share (1)

​

$3.25 to $3.35

Net cash provided by operating activities

​

$3.2 billion to $3.6 billion

Capital expenditures

​

$1.3 billion to $1.4 billion

Free cash flow (2)

​

$1.9 billion to $2.2 billion

(1) Weighted-average shares outstanding, assuming dilution, used in the denominator of this calculation, includes share repurchases made by the Company through the date of this release.

(2) Free cash flow is a non-GAAP financial measure.  The table below reconciles Free cash flow guidance to Net cash provided by operating activities guidance, the most directly comparable GAAP financial measure:

​

​

​

​

​

​

​

​

​

​

​

​ ​ ​

For the Year Ending

(in millions)

December 31, 2026

Net cash provided by operating activities

​

$

3,210

​

to

​

$

3,620

Less:

Capital expenditures

​

1,300

​

to

​

1,400

​

Excess tax benefit from share-based compensation payments

​

10

​

to

​

20

Free cash flow

​

$

1,900

​

to

​

$

2,200

​

Non-GAAP Information

This release contains certain financial information not derived in accordance with United States generally accepted accounting principles (“GAAP”).  These items include adjusted debt to earnings before interest, taxes, depreciation, amortization, share-based compensation, and rent (“EBITDAR”) and free cash flow.  The Company does not, nor does it suggest investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, GAAP financial information.  The Company believes that the presentation of adjusted debt to EBITDAR and free cash flow provide meaningful supplemental information to both management and investors that is indicative of the Company’s core operations.  The Company has included a reconciliation of this additional information to the most comparable GAAP measure in the table above and the selected financial information below.

​

Earnings Conference Call Information

The Company will host a conference call on Thursday, October 29, 2026, at 10:00 a.m. Central Time to discuss its results as well as future expectations.  Investors may listen to the conference call live on the Company’s website at www.OReillyAuto.com by clicking on “Investor Relations.”  Interested analysts are invited to join the call.  The dial-in number for the call is (888) 506-0062 and the conference call identification number is 479629.  A replay of the conference call will be available on the Company’s website through Thursday, October 28, 2027.

​

About O’Reilly Automotive, Inc.

O’Reilly Automotive, Inc. was founded in 1957 by the O’Reilly family and is one of the largest specialty retailers of automotive aftermarket parts, tools, supplies, equipment, and accessories in the United States, serving both the do-it-yourself and professional service provider markets.  Visit the Company’s website at www.OReillyAuto.com for additional information about O’Reilly, including access to online shopping and current promotions, store locations, hours and services, employment opportunities, and other programs.  As of September 30, 2026, the Company operated 6,758 stores across 48 U.S. states, Puerto Rico, Mexico, and Canada.

​

Forward-Looking Statements

The Company claims the protection of the safe-harbor for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  You can identify these statements by forward-looking words such as “estimate,” “may,” “could,” “will,” “believe,” “expect,” “would,” “consider,” “should,” “anticipate,” “project,” “plan,” “intend,”

​

“guidance,” “target,” or similar words.  In addition, statements contained within this press release that are not historical facts are forward-looking statements, such as statements discussing, among other things, expected growth, store development, integration and expansion strategy, business strategies, future revenues, and future performance.  These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events and results.  Such statements are subject to risks, uncertainties, and assumptions, including, but not limited to, the economy in general; inflation; consumer debt levels; product demand; a public health crisis; the market for auto parts; competition; weather; trade disputes and changes in trade policies, including the imposition of new or increased tariffs; availability of key products and supply chain disruptions; business interruptions, including terrorist activities, war and the threat of war; failure to protect our brand and reputation; challenges in international markets; volatility of the market price of our common stock; our increased debt levels; credit ratings on public debt; damage, failure, or interruption of information technology systems, including information security and cyber-attacks; historical growth rate sustainability; our ability to hire and retain qualified employees; risks associated with the performance of acquired businesses; and governmental regulations.  Actual results may materially differ from anticipated results described or implied in these forward-looking statements.  Please refer to the “Risk Factors” section of the annual report on Form 10-K for the year ended December 31, 2025, and subsequent Securities and Exchange Commission filings, for additional factors that could materially affect the Company’s financial performance.  Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

​

​

​

For further information contact:

Investor Relations Contacts

​

Leslie Skorick (417) 874-7142

​

Eric Bird (417) 868-4259

​

​

​

Media Contact

​

Sonya Cox (417) 427-8071

​

​

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 2026

​

September 30, 2025

​

December 31, 2025

​

​ ​ ​

(Unaudited)

​ ​ ​

(Unaudited)

​ ​ ​

(Note)

Assets

​

​

​

​

​

​

​

​

​

Current assets:

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

$

194,445

​

$

204,513

​

$

193,793

Accounts receivable, net

​

462,093

​

422,849

​

​

389,793

Amounts receivable from suppliers

​

200,905

​

178,155

​

​

159,900

Inventory

​

6,165,052

​

5,610,118

​

​

5,731,385

Other current assets

​

200,805

​

181,340

​

​

269,406

Total current assets

​

7,223,300

​

6,596,975

​

​

6,744,277

​

​

​

​

​

​

​

​

​

​

Property and equipment, at cost

​

11,035,437

​

9,982,785

​

​

10,222,249

Less: accumulated depreciation and amortization

​

4,303,799

​

3,849,021

​

​

3,964,824

Net property and equipment

​

6,731,638

​

6,133,764

​

​

6,257,425

​

​

​

​

​

​

​

​

​

​

Operating lease, right-of-use assets

​

2,493,533

​

2,404,612

​

​

2,391,150

Goodwill

​

952,900

​

945,587

​

​

948,208

Other assets, net

​

200,508

​

198,689

​

​

197,193

Total assets

​

$

17,601,879

​

$

16,279,627

​

$

16,538,253

​

​

​

​

​

​

​

​

​

​

Liabilities and shareholders’ deficit

​

​

​

​

​

​

​

​

​

Current liabilities:

​

​

​

​

​

​

​

​

​

Accounts payable

​

$

7,507,497

​

$

7,060,609

​

$

7,103,684

Self-insurance reserves

​

198,760

​

180,138

​

​

297,304

Accrued payroll

​

133,882

​

154,288

​

​

119,603

Accrued benefits and withholdings

​

293,232

​

256,835

​

​

240,072

Income taxes payable

​

8,162

​

10,696

​

​

13,957

Current portion of operating lease liabilities

​

458,026

​

436,672

​

​

439,907

Other current liabilities

​

744,009

​

610,521

​

​

561,294

Total current liabilities

​

9,343,568

​

8,709,759

​

​

8,775,821

​

​

​

​

​

​

​

​

​

​

Long-term debt

​

7,711,498

​

5,915,530

​

​

6,016,904

Operating lease liabilities, less current portion

​

2,126,908

​

2,049,454

​

​

2,034,688

Deferred income taxes

​

244,095

​

240,728

​

​

211,210

Other liabilities

​

268,418

​

258,832

​

​

262,982

​

​

​

​

​

​

​

​

​

​

Shareholders’ equity (deficit):

​

​

​

​

​

​

​

​

​

Common stock, $0.01 par value:

​

​

​

​

​

​

​

​

​

Authorized shares – 1,250,000,000

​

​

​

​

​

​

​

​

Issued and outstanding shares –

​

​

​

​

​

​

​

​

​

804,607,512 as of September 30, 2026,

​

​

​

​

​

​

​

​

​

846,832,348 as of September 30, 2025, and

​

​

​

​

​

​

​

​

​

841,909,238 as of December 31, 2025

​

​

8,046

​

8,468

​

​

8,419

Additional paid-in capital

​

1,537,400

​

1,519,584

​

​

1,530,292

Retained deficit

​

(3,653,266)

​

(2,438,352)

​

​

(2,328,817)

Accumulated other comprehensive income

​

​

15,212

​

​

15,624

​

​

26,754

Total shareholders’ deficit

​

(2,092,608)

​

(894,676)

​

​

(763,352)

​

​

​

​

​

​

​

​

​

​

Total liabilities and shareholders’ deficit

​

$

17,601,879

​

$

16,279,627

​

$

16,538,253

​

Note:  The balance sheet at December 31, 2025, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements.

​

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

For the Nine Months Ended

​

September 30,

September 30,

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026

​ ​ ​

2025

Sales

​

$

5,121,290

​

$

4,705,696

​

$

14,573,842

​

$

13,367,678

Cost of goods sold, including warehouse and distribution expenses

​

2,438,249

​

2,265,750

​

7,026,850

​

6,479,709

Gross profit

​

2,683,041

​

2,439,946

​

7,546,992

​

6,887,969

​

​

​

​

​

​

​

​

​

​

​

​

​

Selling, general and administrative expenses

​

1,584,750

​

1,463,879

​

4,621,347

​

4,255,966

Operating income

​

1,098,291

​

976,067

​

2,925,645

​

2,632,003

​

​

​

​

​

​

​

​

​

​

​

​

​

Other income (expense):

​

​

​

​

​

​

​

​

Interest expense

​

(81,850)

​

(59,566)

​

(214,466)

​

(174,467)

Interest income

​

1,987

​

1,780

​

5,324

​

5,329

Other, net

​

3,706

​

5,369

​

9,795

​

6,591

Total other expense

​

(76,157)

​

(52,417)

​

(199,347)

​

(162,547)

​

​

​

​

​

​

​

​

​

​

​

​

​

Income before income taxes

​

1,022,134

​

923,650

​

2,726,298

​

2,469,456

Provision for income taxes

​

236,513

​

197,754

​

621,432

​

536,480

Net income

​

$

785,621

​

$

725,896

​

$

2,104,866

​

$

1,932,976

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings per share-basic:

​

​

​

​

​

​

​

​

Earnings per share

​

$

0.97

​

$

0.86

​

$

2.55

​

$

2.26

Weighted-average common shares outstanding – basic

​

808,851

​

848,292

​

824,100

​

853,909

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings per share-assuming dilution:

​

​

​

​

​

​

​

​

Earnings per share

​

$

0.97

​

$

0.85

​

$

2.54

​

$

2.25

Weighted-average common shares outstanding – assuming dilution

​

812,201

​

852,704

​

827,754

​

858,452

​

​

​

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

​

​

​

​

​

​

​

​

​

For the Nine Months Ended

​

September 30,

​

​ ​ ​

2026

​ ​ ​

2025

Operating activities:

​

​

​

​

​

​

Net income

​

$

2,104,866

​

$

1,932,976

Adjustments to reconcile net income to net cash provided by operating activities:

​

​

​

​

Depreciation and amortization of property, equipment and intangibles

​

413,189

​

375,825

Amortization of debt discount and issuance costs

​

6,086

​

5,502

Deferred income taxes

​

33,460

​

(7,873)

Share-based compensation programs

​

26,289

​

27,108

Other

​

(978)

​

7,381

Changes in operating assets and liabilities:

​

​

​

​

Accounts receivable

​

(82,911)

​

(66,898)

Inventory

​

(437,579)

​

(486,368)

Accounts payable

​

409,638

​

532,599

Income taxes payable

​

(3,077)

​

(1,882)

Other

​

129,172

​

(189,869)

Net cash provided by operating activities

​

2,598,155

​

2,128,501

​

​

​

​

​

​

​

Investing activities:

​

​

​

​

Purchases of property and equipment

​

(860,273)

​

(899,783)

Proceeds from sale of property and equipment

​

6,677

​

16,882

Return of tax credit equity investments

​

​

3,294

​

​

—

Other, including acquisitions, net of cash acquired

​

(2,718)

​

(13,664)

Net cash used in investing activities

​

(853,020)

​

(896,565)

​

​

​

​

​

​

​

Financing activities:

​

​

​

​

Net (payments) proceeds of commercial paper

​

(238,843)

​

389,796

Proceeds from the issuance of long-term debt

​

2,446,149

​

—

Principal payments on long-term debt

​

​

(500,000)

​

—

Payment of debt issuance costs

​

(17,287)

​

(3,829)

Payment of excise tax on share repurchases

​

​

(18,718)

​

​

(17,012)

Repurchases of common stock

​

(3,467,904)

​

(1,596,650)

Net proceeds from issuance of common stock

​

52,333

​

68,280

Other

​

(270)

​

(433)

Net cash used in financing activities

​

(1,744,540)

​

(1,159,848)

​

​

​

​

​

​

​

Effect of exchange rate changes on cash

​

​

57

​

​

2,180

Net increase in cash and cash equivalents

​

652

​

74,268

Cash and cash equivalents at beginning of the period

​

193,793

​

130,245

Cash and cash equivalents at end of the period

​

$

194,445

​

$

204,513

​

​

​

​

​

​

​

Supplemental disclosures of cash flow information:

​

​

​

​

Income taxes paid

​

$

618,464

​

$

876,513

Interest paid, net of capitalized interest

​

180,675

​

152,090

​

​

​

O’REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES

SELECTED FINANCIAL INFORMATION

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

For the Twelve Months Ended

​

​

September 30,

Adjusted Debt to EBITDAR:

​ ​ ​

2026

​ ​ ​

2025

(In thousands, except adjusted debt to EBITDAR ratio)

​

​

​

​

GAAP debt

​

$

7,711,498

​

$

5,915,530

Add:

Letters of credit

​

197,596

​

156,259

​

Unamortized discount and debt issuance costs

​

38,502

​

24,470

​

Six-times rent expense

​

3,077,952

​

2,894,580

Adjusted debt

​

$

11,025,548

​

$

8,990,839

​

​

​

​

​

​

​

GAAP net income

​

$

2,710,099

​

$

2,484,106

Add:

Interest expense

​

275,063

​

229,870

​

Provision for income taxes

​

786,914

​

670,547

​

Depreciation and amortization

​

548,594

​

498,393

​

Share-based compensation expense

​

34,296

​

34,439

​

Rent expense (i)

​

512,992

​

482,430

EBITDAR

​

$

4,867,958

​

$

4,399,785

​

​

​

​

​

​

​

Adjusted debt to EBITDAR

​

2.26

​

2.04

​

(i) The table below outlines the calculation of Rent expense and reconciles Rent expense to Total lease cost, per ASC 842, the most directly comparable GAAP financial measure, for the twelve months ended September 30, 2026 and 2025 (in thousands):

​

​

​

​

​

​

​

​

​

​

For the Twelve Months Ended

​

​

September 30,

​

​

2026

​

2025

Total lease cost, per ASC 842

​ ​ ​

$

614,988

​

$

581,898

Less:

Variable non-contract operating lease components, related to property taxes and insurance

​

101,996

​

​

99,468

Rent expense

​

$

512,992

​

$

482,430

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30,

​

​ ​ ​

2026

​

2025

Selected Balance Sheet Ratios:

​

​

​

​

​

​

Inventory turnover (1)

​

1.6

​

​

1.6

Average inventory per store (in thousands) (2)

​

$

912

​

$

858

Accounts payable to inventory (3)

​

121.8

%

​

125.9

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

​

For the Nine Months Ended

​

​

​

September 30,

​

September 30,

​

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026

​ ​ ​

2025

Reconciliation of Free Cash Flow (in thousands):

​

​

​

​

​

​

​

​

Net cash provided by operating activities

​

$

558,743

​

$

616,535

​

$

2,598,155

​

$

2,128,501

Less:

Capital expenditures

​

308,223

​

312,098

​

860,273

​

899,783

​

Excess tax benefit from share-based compensation payments

​

1,961

​

7,441

​

11,507

​

27,714

​

Return of tax credit equity investments

​

​

(3,294)

​

​

—

​

​

(3,294)

​

​

—

Free cash flow

​

$

251,853

​

$

296,996

​

$

1,729,669

​

$

1,201,004

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

​

For the Nine Months Ended

​

​

September 30,

​

September 30,

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026

​ ​ ​

2025

Revenue Disaggregation (in thousands):

​

​

​

​

​

​

​

​

​

​

​

Sales to do-it-yourself customers

$

2,448,394

​

$

2,304,804

​

$

6,975,384

​

$

6,585,229

Sales to professional service provider customers

​

2,600,841

​

2,307,782

​

7,361,207

​

6,502,215

Other sales and sales adjustments

​

72,055

​

​

93,110

​

237,251

​

​

280,234

Total sales

​

$

5,121,290

​

$

4,705,696

​

$

14,573,842

​

$

13,367,678

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

​

For the Nine Months Ended

​

For the Twelve Months Ended

​

​

September 30,

​

September 30,

​

September 30,

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026

​ ​

2025

​ ​ ​

2026

​ ​ ​

2025

Store Count:

​

​

​

​

​

​

​

​

​

​

​

​

Beginning domestic store count

6,541

6,360

6,447

6,265

6,406

6,187

New stores opened

54

46

148

141

189

219

Stores closed

—

—

—

—

—

—

Ending domestic store count

​

6,595

​

6,406

​

6,595

​

6,406

​

6,595

​

6,406

​

​

​

​

​

​

​

​

​

​

​

​

​

Beginning Mexico store count

​

126

​

98

​

112

​

87

​

107

​

78

New stores opened

​

8

​

9

​

22

​

20

​

27

​

29

Stores closed

​

—

​

—

​

—

​

—

​

—

​

—

Ending Mexico store count

​

134

​

107

​

134

​

107

​

134

​

107

​

​

​

​

​

​

​

​

​

​

​

​

​

Beginning Canada store count

​

28

​

25

​

26

​

26

​

25

​

26

New stores opened

​

1

​

—

​

3

​

—

​

4

​

—

Stores closed

​

—

​

—

​

—

​

(1)

​

—

​

(1)

Ending Canada store count

​

29

​

25

​

29

​

25

​

29

​

25

​

​

​

​

​

​

​

​

​

​

​

​

​

Total ending store count

6,758

6,538

6,758

6,538

6,758

6,538

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

​

For the Twelve Months Ended

​

​

September 30,

​

September 30,

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026

​ ​ ​

2025

Store and Team Member Information:

​

​

​

​

​

​

​

​

​

​

​

​

Total employment

​

96,820

​

93,269

​

​

​

​

​

Square footage (in thousands) (4)

​

​

53,382

​

​

50,980

​

​

​

​

​

​

Sales per weighted-average square foot (4)(5)

​

$

94.65

​

$

90.80

​

$

355.84

​

$

344.65

Sales per weighted-average store (in thousands) (4)(6)

​

$

764

​

$

720

​

$

2,856

​

$

2,701

​

​

(1) Calculated as cost of goods sold for the last 12 months divided by average inventory.

(2) Calculated as inventory divided by store count at the end of the reported period.

(3) Calculated as accounts payable divided by inventory.

(4) Represents O’Reilly’s U.S. and Puerto Rico operations only.

(5) Calculated as sales less jobber sales, divided by weighted-average square footage.  Weighted-average square footage is determined by weighting store square footage based on the approximate dates of store openings, acquisitions, expansions, or closures.

(6) Calculated as sales less jobber sales, divided by weighted-average stores.  Weighted-average stores is determined by weighting stores based on their approximate dates of openings, acquisitions, or closures.

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