Financial Analysis

NOTE 9 FINANCING The following table identifies the amounts included in Long-term debt on the accompanying Consolidated Balance Sheets as of December 31, 2025 and 2024 (in thousands): December 31, 2025 2024 Commercial paper program, weighted-average variable interest rate of 3.979% as of December 31, 2025 and 4.750% as of December 31, 2024 690,000 200,000 3.550% Senior Notes due 2026, effective interest rate of 3.570% 500,000 500,000 5.750% Senior Notes due 2026, effective interest rate of 5.767% 750,000 750,000 3.600% Senior Notes due 2027, effective interest rate of 3.619% 750,000 750,000 4.350% Senior Notes due 2028, effective interest rate of 4.383% 500,000 500,000 3.900% Senior Notes due 2029, effective interest rate of 3.901% 500,000 500,000 4.200% Senior Notes due 2030, effective interest rate of 4.205% 500,000 500,000 1.750% Senior Notes due 2031, effective interest rate of 1.798% 500,000 500,000 4.700% Senior Notes due 2032, effective interest rate of 4.740% 850,000 850,000 5.000% Senior Notes due 2034, effective interest rate of 5.028% 500,000 500,000 Total principal amount of debt 6,040,000 5,550,000 Less: Unamortized discount and debt issuance costs 23,096 29,068 Total long-term debt $ 6,016,904 $ 5,520,932 The following table identifies the principal maturity payments of the Companys financing facilities for each of the next five years, and in the aggregate thereafter, as of December 31, 2025 (in thousands): December 31, 2025 Scheduled Maturities 2026 $ 1,940,000 …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

For the Year Ended December 31, 2025 2024 2023 Sales to do-it-yourself customers $ 8,765,647 $ 8,473,041 $ 8,248,213 Sales to professional service provider customers 8,651,746 7,836,283 7,245,747 Other sales and sales adjustments 364,599 399,155 318,290 Total sales $ 17,781,992 $ 16,708,479 $ 15,812,250 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

NOTE 14 SHARE-BASED COMPENSATION AND BENEFIT PLANS The Company recognizes share-based compensation expense based on the fair value of the grants, awards, or shares at the time of the grant, award, or issuance. Share-based compensation includes stock option awards, restricted stock awards, and stock appreciation rights issued under the Companys incentive plans and stock issued through the Companys employee stock purchase plan. The table below identifies the shares that have been authorized for issuance and the shares available for future issuance under the Company plans, as of December 31, 2025 (in thousands): December 31, 2025 Total Shares Authorized for Shares Available for Future Plans Issuance under the Plans Issuance under the Plans Incentive Plans 175,650 55,937 Employee Stock Purchase Plan 25,250 5,206 Profit Sharing and Savings Plan 63,000 Stock Options: The Companys incentive plans provide for the granting of stock options for the purchase of common stock of the Company to certain key employees of the Company. Employee stock options are granted at an exercise price that is equal to the closing market price of the Companys common stock on the date of the grant. Employee stock options granted under the plans expire after 10 years and typically vest 25% per year, over four years. The Company records compensation expense for the grant date fair value of the option awards evenly over the vesting period or minimum required service period. The table below identifies stock op …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

NOTE 3 FAIR VALUE MEASUREMENTS Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis: The Company invests in various marketable securities with the intention of selling these securities to fulfill its future unsecured obligations under the Companys nonqualified deferred compensation plan. See Note 14 for further information concerning the Companys benefit plans. The Companys marketable securities were accounted for as trading securities and the carrying amount of its marketable securities were included in Other assets, net on the accompanying Consolidated Balance Sheets as of December 31, 2025 and 2024. The Company recorded an increase in fair value related to its marketable securities in the amount of $8.0 million and $7.1 million for the year ended December 31, 2025 and 2024, respectively, which were included in Other income (expense) on the accompanying Consolidated Statements of Income. The tables below identify the estimated fair value of the Companys marketable securities, determined by reference to quoted market prices (Level 1), as of December 31, 2025 and 2024 (in thousands): December 31, 2025 Quoted Priced in Active Markets Significant Other Significant for Identical Instruments Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Marketable securities $ 67,840 $ $ $ 67,840 December 31, 2024 Quoted Prices in Active Markets Significant Other Significant for Identical Instruments Observable Inputs Unobservable Inputs (Level …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

NOTE 7 GOODWILL AND OTHER INTANGIBLES Goodwill: Goodwill is reviewed for impairment annually during the fourth quarter, or more frequently if events or changes in circumstances indicate that impairment may exist. Goodwill is not amortizable for financial statement purposes. The Company did not record any goodwill impairment during the years ended December 31, 2025, 2024, or 2023. The following table identifies the changes in goodwill, which were included in Goodwill on the accompanying Consolidated Balance Sheets for the years ended December 31, 2025 and 2024 (in thousands): 2025 2024 Goodwill, balance at January 1, $ 930,161 $ 897,696 Change in goodwill related to acquisitions 4,657 52,105 Foreign currency translation 13,390 (19,640) Goodwill, balance at December 31, $ 948,208 $ 930,161 Intangibles Other than Goodwill: The following table identifies the components of the Companys intangible assets, inclusive of foreign currency translation adjustments, which were included in Other assets, net on the accompanying Consolidated Balance Sheets for the years ended December 31, 2025 and 2024 (in thousands): December 31, 2025 December 31, 2024 Cost of Accumulated Net Cost of Accumulated Net Intangibles Amortization Intangibles Intangibles Amortization Intangibles Finite-lived intangible assets: Trade names (1) $ 2,933 $ (2,230) $ 703 $ 2,536 $ (1,612) $ 924 Non-compete agreements (2) 2,141 (1,736) 405 2,161 (1,548) 613 Customer relationships (3) 41,506 (10,023) 31,483 38,758 (6,193 …

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NOTE 17 INCOME TAXES The following table identifies components of income from continuing operations before income taxes included in Income before income taxes on the accompanying Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023 (in thousands): For the Year Ended December 31, 2025 2024 2023 Domestic $ 3,259,128 $ 3,053,501 $ 2,994,856 Foreign (18,957) (8,437) 9,894 Income before income taxes $ 3,240,171 $ 3,045,064 $ 3,004,750 Provision for Income Taxes: The following tables reconcile the amounts included in Provision for income taxes on the accompanying Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023 (in thousands): For the Year Ended December 31, 2025 2024 2023 Current: Federal income tax expense $ 584,569 $ 587,496 $ 497,492 State income tax expense 153,026 120,209 109,924 Foreign income tax expense 1,911 446 2,521 Total current 739,506 708,151 609,937 Deferred: Federal income tax (benefit) expense (20,482) (43,222) 41,782 State income tax (benefit) expense (8,986) (3,229) 6,003 Foreign income tax (benefit) expense (8,076) (3,316) 447 Total deferred (37,544) (49,767) 48,232 Net income tax expense $ 701,962 $ 658,384 $ 658,169 The following table outlines the reconciliation of the Provision for income taxes amounts included on the accompanying Consolidated Statements of Income to the amounts computed at the federal statutory rate for the years ended December 31, 2025, 2024, and 2023 (in thousands) …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 6 LEASES Operating Lease Commitments: The following table summarizes Total lease cost for the years ended December 31, 2025, 2024, and 2023, which was primarily included in Selling, general and administrative expenses on the accompanying Consolidated Statements of Income (in thousands): For the Year Ended December 31, 2025 2024 2023 Operating lease cost $ 457,952 $ 425,481 $ 398,537 Short-term operating lease cost 8,187 8,206 9,508 Variable operating lease cost 130,778 114,634 99,911 Sublease income (4,796) (4,826) (4,805) Total lease cost $ 592,121 $ 543,495 $ 503,151 The following table summarizes other lease related information for the years ended December 31, 2025 and 2024 (in thousands): For the Year Ended December 31, 2025 2024 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 453,544 $ 416,714 Right-of-use assets obtained in exchange for new operating lease liabilities 375,163 423,196 The following table identifies the future minimum lease payments under all of the Companys operating leases for each of the next five years, and in the aggregate thereafter, and reconciles to the present value of the Operating lease liabilities, less current portion included in the accompanying Consolidated Balance Sheet as of December 31, 2025 (in thousands): December 31, 2025 Related Parties Non-Related Parties Total 2026 $ 4,188 $ 442,624 $ 446,812 2027 3,370 410,365 413,735 2028 3,182 360,190 363,372 202 …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

New Accounting Pronouncements: In December of 2023, FASB issued Accounting Standard Update ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures. Under ASU 2023-09, a public entity would be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, such as if the effect of the reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income/loss by the applicable statutory income tax rate. Entities would also have to disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid, along with income/loss from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. ASU 2023-09 allows for early adoption for annual financial statements that have not yet been issued and allows retrospective and prospective adoption. The Company adopted this guidance beginning with its fourth quarter ending Dece …

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NOTE 16 RELATED PARTIES The Company leases certain land and buildings related to 66 of its OReilly Auto Parts stores and one surplus property under fifteen - or twenty-year operating lease agreements with entities that include one or more of the Companys affiliated directors or members of an affiliated directors immediate family. Generally, these lease agreements provide for renewal options for an additional five years at the option of the Company and the lease agreements are periodically modified to further extend the lease term for specific stores under the agreements. Lease payments under these operating leases totaled $4.6 million, $4.8 million, and $4.7 million for the year ended December 31, 2025, 2024, and 2023, respectively. The Company believes that the lease agreements with the affiliated entities are on terms comparable to those obtainable from third parties. See Note 6 for further information concerning the Companys operating leases. …

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NOTE 13 REVENUE The table below identifies the Companys revenues disaggregated by major customer type for the years ended December 31, 2025, 2024, and 2023 (in thousands): For the Year Ended December 31, 2025 2024 2023 Sales to do-it-yourself customers $ 8,765,647 $ 8,473,041 $ 8,248,213 Sales to professional service provider customers 8,651,746 7,836,283 7,245,747 Other sales and sales adjustments 364,599 399,155 318,290 Total sales $ 17,781,992 $ 16,708,479 $ 15,812,250 As of December 31, 2025 and 2024, the Company had recorded a deferred revenue liability of $7.8 million and $6.8 million, respectively, related to its loyalty program, which were included in Other liabilities on the accompanying Consolidated Balance Sheets. During the year ended December 31, 2025, 2024, and 2023, the Company recognized $19.8 million, $17.3 million and $13.9 million, respectively, of revenue related to its loyalty program, which were included in Sales on the accompanying Consolidated Statements of Income. See Note 10 for information concerning the expected costs associated with the Companys assurance warranty obligations. …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

NOTE 2 SEGMENT REPORTING The Company conducts its operations in the U.S., Canada, and Mexico, and collectively this represents its single operating segment, referred to as its automotive aftermarket parts segment, which is its only reportable segment . There have been no changes in the determination of segmentation or the measurements used to determine reported segment net income during the year ended December 31, 2025. The measure of segment assets is reported as Total assets on the accompanying Consolidated Balance Sheets as of December 31, 2025 and 2024. At December 31, 2025 and 2024, the Companys consolidated long-lived assets were located primarily in the United States and consolidated revenue was primarily generated within the United States for the years ending December 31, 2025, 2024 and 2023, with immaterial assets and revenues associated with international operations. The table below identifies the Companys significant segment expenses regularly provided to the chief operating decision maker that are included in reported segment profit or loss, which is consolidated net income, for the years ended December 31, 2025, 2024 and 2023 (in thousands): For the Year Ended December 31, 2025 2024 2023 Automotive aftermarket parts segment: Sales $ 17,781,992 $ 16,708,479 $ 15,812,250 Cost of goods sold, including warehouse and distribution expenses 8,607,851 8,153,990 7,707,447 Gross profit 9,174,141 8,554,489 8,104,803 Less: Team Member compensation expense (1) 3,587,196 3,334 …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business: OReilly Automotive, Inc. and Subsidiaries, collectively, OReilly or the Company, is a specialty retailer and supplier of automotive aftermarket parts. The Companys stores carry an extensive product line, including new and remanufactured automotive hard parts, maintenance items, and various automotive accessories. As of December 31, 2025, the Company owned and operated 6,585 stores in 48 U.S. states, Puerto Rico, Mexico, and Canada, servicing both do-it-yourself (DIY) and professional service provider customers. The Companys robust distribution system provides stores with same-day or overnight access to an extensive inventory of hard-to-find items not typically stocked in the stores of other auto parts retailers. In May 2025, the number of shares of the Companys authorized common stock was increased to 1.25 billion shares in order to implement a 15-for-1 forward stock split of its common stock, which was completed on June 10, 2025. All share and per share information, including share-based compensation, in the current and comparable periods throughout this annual report on Form 10-K, has been retrospectively adjusted to reflect the stock split. All shares of common stock retained a par value of $0.01 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from Additional paid-in capital to Common stock. Segment Reporting: The Company co …

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NOTE 7 FINANCING The following table identifies the amounts included in Long-term debt on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024 (in thousands): September 30, 2025 December 31, 2024 Commercial paper program, weighted-average variable interest rate of 4.309% as of September 30, 2025 and 4.750% as of December 31, 2024 590,000 200,000 3.550% Senior Notes due 2026, effective interest rate of 3.570% 500,000 500,000 5.750% Senior Notes due 2026, effective interest rate of 5.767% 750,000 750,000 3.600% Senior Notes due 2027, effective interest rate of 3.619% 750,000 750,000 4.350% Senior Notes due 2028, effective interest rate of 4.383% 500,000 500,000 3.900% Senior Notes due 2029, effective interest rate of 3.901% 500,000 500,000 4.200% Senior Notes due 2030, effective interest rate of 4.205% 500,000 500,000 1.750% Senior Notes due 2031, effective interest rate of 1.798% 500,000 500,000 4.700% Senior Notes due 2032, effective interest rate of 4.740% 850,000 850,000 5.000% Senior Notes due 2034, effective interest rate of 5.028% 500,000 500,000 Total principal amount of debt 5,940,000 5,550,000 Less: Unamortized discount and debt issuance costs 24,470 29,068 Total long-term debt $ 5,915,530 $ 5,520,932 Unsecured Revolving Credit Facility: The Company is party to a credit agreement dated June 15, 2021, as amended and restated by the First Amended and Restated Credit Agreement as of March 31, 2025 (the Credit Agreement). …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

For the Three Months Ended For the Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Sales to do-it-yourself customers $ 2,304,804 $ 2,219,727 $ 6,585,229 $ 6,376,212 Sales to professional service provider customers 2,307,782 2,043,394 6,502,215 5,930,744 Other sales and sales adjustments 93,110 101,316 280,234 305,922 Total sales $ 4,705,696 $ 4,364,437 $ 13,367,678 $ 12,612,878 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

NOTE 12 SHARE-BASED COMPENSATION AND BENEFIT PLANS The Company recognizes share-based compensation expense based on the fair value of the grants, awards, or shares at the time of the grant, award, or issuance. Share-based compensation includes stock option awards, restricted stock awards, and stock appreciation rights issued under the Companys incentive plans and stock issued through the Companys employee stock purchase plan. Stock Options: The Companys incentive plans provide for the granting of stock options for the purchase of common stock of the Company to certain key employees of the Company. Employee stock options are granted at an exercise price that is equal to the closing market price of the Companys common stock on the date of the grant. Employee stock options granted under the plans expire after 10 years and typically vest 25% per year, over four years. The Company records compensation expense for the grant date fair value of the option awards evenly over the vesting period or minimum required service period. The table below identifies stock option activity under these plans during the nine months ended September 30, 2025 (in thousands, except per share data): Shares Weighted- Average (in thousands) Exercise Price Outstanding at December 31, 2024 9,422 $ 36.59 Granted 835 89.12 Exercised (1,887) 25.76 Forfeited or expired (63) 64.38 Outstanding at September 30, 2025 8,307 $ 44.13 Exercisable at September 30, 2025 5,673 $ 32.25 The fair value of each stock option aw …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

NOTE 4 FAIR VALUE MEASUREMENTS The Company uses the fair value hierarchy, which prioritizes the inputs used to measure the fair value of certain of its financial instruments. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company uses the income and market approaches to determine the fair value of its assets and liabilities. The three levels of the fair value hierarchy are set forth below: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2 Inputs other than quoted prices in active markets included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 Unobservable inputs for the asset or liability. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis: The Company invests in various marketable securities with the intention of selling these securities to fulfill its future unsecured obligations under the Companys nonqualified deferred compensation plan. See Note 12 for further information concerning the Companys benefit plans. The Companys marketable securities were accounted for as trading securities and the carrying amount of its marketable securities were included in Other assets, net on the accompanying Condensed Consolidated Bal …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

NOTE 14 LEGAL MATTERS The Company is currently involved in litigation incidental to the ordinary conduct of the Companys business. Based on existing facts and historical patterns, the Company accrues for litigation losses in instances where an adverse outcome is probable and the Company is able to reasonably estimate the probable loss in accordance with Accounting Standard Codification 450-20. The Company also accrues for an estimate of legal costs to be incurred for litigation matters. Although the Company cannot ascertain the amount of liability that it may incur from legal matters, it does not currently believe that, in the aggregate, these matters, taking into account applicable insurance and accruals, will have a material adverse effect on its consolidated financial position, results of operations, or cash flows in a particular quarter or annual period. …

LegalMattersAndContingenciesTextBlock · excerpt; the full note is in the filing

NOTE 5 LEASES The Company leases certain office space, retail stores, distribution centers, and equipment under long-term, non-cancelable operating leases. The following table summarizes Total lease cost for the three and nine months ended September 30, 2025 and 2024, which were primarily included in Selling, general and administrative expenses on the accompanying Condensed Consolidated Statements of Income (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Operating lease cost $ 115,938 $ 107,146 $ 341,408 $ 315,741 Short-term operating lease cost 1,629 1,965 6,513 6,375 Variable operating lease cost 32,281 29,386 97,255 84,565 Sublease income (1,501) (1,315) (3,773) (3,681) Total lease cost $ 148,347 $ 137,182 $ 441,403 $ 403,000 The following table summarizes other lease-related information for the nine months ended September 30, 2025 and 2024: For the Nine Months Ended September 30, 2025 2024 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 337,138 $ 309,572 Right-of-use assets obtained in exchange for new operating lease liabilities 302,623 291,486 …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

NOTE 11 REVENUE The table below identifies the Companys revenues disaggregated by major customer type for the three and nine months ended September 30, 2025 and 2024 (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Sales to do-it-yourself customers $ 2,304,804 $ 2,219,727 $ 6,585,229 $ 6,376,212 Sales to professional service provider customers 2,307,782 2,043,394 6,502,215 5,930,744 Other sales and sales adjustments 93,110 101,316 280,234 305,922 Total sales $ 4,705,696 $ 4,364,437 $ 13,367,678 $ 12,612,878 See Note 8 for information concerning the expected costs associated with the Companys assurance warranty obligations. …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

NOTE 2 SEGMENT REPORTING The Company conducts its operations in the U.S., Canada, and Mexico, and collectively this represents its single operating segment, referred to as its automotive aftermarket parts segment, which is its only reportable segment . There have been no changes in the determination of segmentation or the measurements used to determine reported segment net income during the nine months ended September 30, 2025. Net income is utilized by the chief operating decision maker to evaluate budget to actual results, as well as trends over time, to allocate resources, and evaluate performance. The measure of segment assets is reported as Total assets on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024. At September 30, 2025, and December 31, 2024, the Companys consolidated long-lived assets were located primarily in the United States and consolidated revenue was primarily generated within the United States for the three and nine months ended September 30, 2025 and 2024, with immaterial assets and revenues associated with international operations. The table below identifies the Companys significant segment expenses regularly provided to the chief operating decision maker that are included in reported segment profit or loss, which is consolidated net income, for the three and nine months ended September 30, 2025 and 2024 (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing