O'Reilly Automotive (ORLY) 10-K risk factor changes: FY2023 vs FY2022

Interested parties should be aware that the occurrence of the events described in these risk factors, elsewhere in this Form [removed: 10-K] [added: 10-K,] and in our other filings with the Securities and Exchange Commission could have a material adverse effect on our business, operating [removed: results] [added: results,] and financial condition.

Deteriorating economic conditions may adversely impact demand for our products, reduce access to [removed: credit] [added: credit,] and cause our customers and others, with which we do business, to suffer financial hardship, all of which could adversely impact our business, results of operations, financial [removed: condition] [added: condition,] and cash flows.

The economic health of our customers is affected by many factors, including, among others, general business conditions, interest rates, inflation, consumer debt levels, the availability of consumer credit, currency exchange rates, taxation, fuel prices, unemployment levels, a prolonged public health crisis or [removed: pandemic] [added: pandemic,] and other matters that influence consumer confidence and spending.

If any of these events occur, or if unfavorable economic conditions challenge the consumer environment, our business, results of operations, financial [removed: condition] [added: condition,] and cash flows could be adversely affected.

Overall demand for products sold in the automotive aftermarket is dependent upon many [removed: factors] [added: factors,] including the total number of vehicle miles driven in the U.S., the total number of registered vehicles in the U.S., the age and quality of these registered [removed: vehicles] [added: vehicles,] and the level of unemployment in the U.S. Changes in vehicle technology used by the original equipment manufacturers (“OEM”) on future vehicles, including but not limited to electric, [removed: hybrid] [added: hybrid,] and internal combustion engines, may result in less frequent repairs, parts lasting [removed: longer] [added: longer,] or elimination of certain repairs.

In addition, restrictions on access to telematics, diagnostic [removed: tools] [added: tools,] and repair information imposed by the OEMs or by governmental regulations may force vehicle owners to rely on dealers to perform maintenance and repairs.

Adverse changes in these factors could lead to a decreased level of demand for our products, which could negatively impact our business, results of operations, financial [removed: condition] [added: condition,] and cash flows.

In addition, economic conditions, including decreased access to credit, may result in financial difficulties leading to restructurings, bankruptcies, [removed: liquidations] [added: liquidations,] and other unfavorable events for our customers, suppliers, [removed: logistics] [added: logistics,] and other service providers and financial institutions that are counterparties to our credit facilities.

If third parties, on whom we rely for merchandise, are unable to overcome difficulties resulting from the deterioration in economic conditions, the cause of which could include a prolonged public health crisis or pandemic, and provide us with the merchandise we need, or if counterparties to our credit facilities do not perform their obligations, our business, results of operations, financial [removed: condition] [added: condition,] and cash flows could be adversely affected.

The automotive aftermarket business is highly competitive, and we may have to risk our capital to remain competitive, all of which could adversely impact our business, results of operations, financial [removed: condition] [added: condition,] and cash flows.

[removed: Some online competitors may have a lower cost structure than we do, as a result of our strategy of] providing an exceptional in-store experience and superior parts availability supported by our extensive store network and robust, regional distribution footprint, which could also create pricing pressure.

We may have to expend more resources and risk additional capital to remain competitive and our results of operations, financial [removed: condition] [added: condition,] and cash flows could be adversely affected.

Unusually inclement weather, such as significant rain, snow, sleet, freezing rain, flooding, seismic [removed: activity] [added: activity,] and hurricanes, has historically discouraged our customers from visiting our stores during the affected period and reduced our sales, particularly to DIY customers.

In addition, our stores and DCs located in coastal regions may be subject to increased unrecoverable losses resulting from regional weather conditions and our results of operations, financial [removed: condition] [added: condition,] and cash flows could be adversely affected.

A change in the relationship with any of our key suppliers, the limited supply or unavailability of key products, supply chain [removed: disruptions] [added: disruptions,] or changes in trade policies could affect our financial health.

In addition, changes in U.S. trade policies, sanctions, practices, tariffs or taxes, import [removed: limitations] [added: limitations,] and other factors relating to foreign trade and port agreements could affect our ability to source products and our suppliers’ ability to source materials or provide products at current volumes and/or prices.

These and other factors affecting our suppliers and our access to products could adversely affect our results of operations, financial [removed: condition] [added: condition,] and cash flows.

Such a disruption in revenue could potentially have a negative impact on our results of operations, financial [removed: condition] [added: condition,] and cash flows.

In addition, we rely extensively on various systems, some of which are provided by third-party service providers, to manage inventory, process [removed: transactions] [added: transactions,] and timely provide products to our stores and customers.

These systems are subject to failure, [removed: damage] [added: damage,] or interruption, including power outages, telecommunications failures, computer viruses, cyber-attacks, security [removed: breaches] [added: breaches,] or other catastrophic events.

If these systems are damaged or fail to function properly, we may experience loss of critical data and interruptions or delays in our ability to manage inventories, deliver [removed: product] [added: product,] or process customer transactions.

Such a disruption of these systems, and the response to remedy, could result in a negative impact on our business operations and increased costs, which could have an adverse effect on our results of operations, financial [removed: condition] [added: condition,] and cash flows.

Failure to protect our brand and reputation could have a material adverse effect on our brand name, business, results of operations, financial [removed: condition] [added: condition,] and cash flows.

We believe our continued success depends, in part, on our ability to preserve, [removed: grow] [added: grow,] and leverage the value of our brand.

Failure to comply with ethical, social, product, labor, health and safety, accounting or environmental standards, or existing or future laws or regulations, as well as failure or perceived failure to achieve or make progress with environmental, [removed: social] [added: social,] and governance goals, could also jeopardize our reputation and [removed: potentially lead to various adverse actions from consumer or environmental groups, employees or regulatory bodies, which could require us to incur substantial legal fees and costs.]

Damage to our reputation or loss of consumer confidence for any of these or other reasons could have an adverse effect on our business, results of operations, financial [removed: condition] [added: condition,] or cash flows, as well as require additional resources to rebuild our reputation.

In addition to many of the risks we face in our U.S. operations, international operations present a unique set of risks and challenges, including local laws and customs, [added: various and potentially complex international tax regulations and compliance requirements,] U.S. laws applicable to foreign [removed: operations] [added: operations,] and political and socio-economic conditions.

Our ability to operate effectively and grow in international markets could be impacted by these risks resulting in legal liabilities, additional [removed: costs] [added: costs,] and the distraction of management’s attention.

Given that our Consolidated Financial Statements are denominated in U.S. dollars, amounts of assets, liabilities, net [removed: sales] [added: sales,] and other revenues and expenses denominated in local currencies must be translated into U.S. dollars using exchange rates for the current period.

The stock market and the price of our common stock may be subject to wide fluctuations based upon general economic and market conditions and potentially being targeted through the selling and buying of our common stock by a group of individuals, whose interests [added: and reasoning behind such actions may not align with an average market participant.]

We have an unsecured revolving credit [removed: facility] [added: facility, unsecured commercial paper program,] and unsecured senior notes, which could have important consequences for our financial health.

| | ● | make it more difficult to satisfy our financial obligations, including those relating to the senior unsecured [removed: notes] [added: notes, commercial paper program,] and our credit facility; |

| | ● | require us to dedicate a substantial portion of our cash flows to service the principal and interest on our debt, reducing the funds available for other business purposes, such as working capital, capital [removed: expenditures] [added: expenditures,] or other cash requirements; |

| | ● | expose us to fluctuations in interest rates, including changes that may result from the implementation of new benchmark rates [removed: that replace LIBOR.] [added: to SOFR.] |

In addition, the terms of our financing obligations include restrictions, such as affirmative, negative and financial covenants, conditions on [removed: borrowing] [added: borrowing,] and subsidiary guarantees.

The occurrence of a default that remains uncured or the inability to secure a necessary consent or waiver could have a material adverse effect on our business, financial condition, results of [removed: operations] [added: operations,] and cash flows.

A downgrade in our current credit rating from either rating agency could adversely affect our cost of capital by causing us to pay a higher interest rate on borrowed funds under our unsecured revolving credit facility and [added: commercial paper program and] a higher facility fee on commitments under our unsecured revolving credit [removed: facility.][added: facility and commercial paper program.]

[removed: RISK] [added: RISKS] RELATED TO INFORMATION TECHNOLOGY AND DATA PRIVACY

Damage, [removed: failure] [added: failure,] or interruptions of information technology systems could adversely affect our business operations and results.

We rely extensively on information technology systems, some of which are managed or provided by third-party service providers, to collect, analyze, process, store, manage, [removed: transmit] [added: transmit,] and protect business operations, processes, [removed: transactions] [added: transactions,] and data.

Some online competitors may have a lower cost structure than we do, as a result of our strategy of

potentially lead to various adverse actions from consumer or environmental groups, employees or regulatory bodies, which could require us to incur substantial legal fees and costs.

time.

Item 1C.

Cybersecurity

We execute a comprehensive approach to cybersecurity risk management, helping ensure the data customers and other stakeholders entrust to us remains safe and secure.

Our board of directors (the “Board”), Compliance Committee, and Information Security Program leaders are actively involved in the oversight of our cybersecurity risk management program.

As described in more detail below, we have established standards, policies, practices, and processes focused on identifying, assessing, managing, mitigating, and responding to material risks from cybersecurity threats.

To date, the Company is not aware of any cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, our business strategies, results of operations, financial condition, or cash flows.

However, while we have devoted financial and personnel resources to implement and maintain security measures to meet regulatory requirements and customer expectations, and we intend to continue to make investments to maintain the security of our data and cybersecurity infrastructure, we cannot provide absolute assurance that any potential future cybersecurity threats or incidents will not materially affect us or our business strategies, results of operations, financial condition, or cash flows.

For further discussion on cybersecurity related risks, see the “Risk Factors” section of Item 1A of this annual report on Form 10-K.

RISK MANAGEMENT AND STRATEGY

We execute a holistic approach to our standards, policies, practices, and processes for identifying, assessing, managing, mitigating, and responding to material risks from cybersecurity threats, all of which are integrated into our overall risk management program.

Our cybersecurity program is informed by industry-wide recognized standards, such as The National Institute of Standards and Technology (NIST) Cybersecurity Framework.

We have implemented best practices and established numerous programs and controls to reduce cybersecurity risk.

Our Information Security Program includes physical, administrative, and technical safeguards.

Some key components of the Information Security Program include:

| | ● | Security awareness training for Team Members. |

| --- | --- | --- |

| | ● | A dedicated security operations team to monitor, analyze, and respond to security threats. |

| --- | --- | --- |

| | ● | Security governance to manage and maintain security processes. |

| --- | --- | --- |

| | ● | Intrusion, detection, and prevention systems. |

| --- | --- | --- |

| | ● | A vulnerability management program to identify and remediate security liabilities. |

| --- | --- | --- |

| | ● | A configuration management program to harden systems based on industry standards. |

| --- | --- | --- |

| | ● | Industry-leading email security, endpoint detection, and response platforms. |

| --- | --- | --- |

| | ● | Threat intelligence from multiple resources to identify and anticipate emerging threats. |

| --- | --- | --- |

| | ● | Network and web application firewalls. |

| --- | --- | --- |

| | ● | Multi-factor authentication. |

| --- | --- | --- |

| | ● | Network segmentation to isolate and safeguard critical systems and sensitive data. |

| --- | --- | --- |

On an ongoing basis we conduct cybersecurity risk assessments, including compiling, reviewing, and acting on information garnered from internal stakeholders, known security vulnerabilities, and data from external sources.

and reasoning behind such actions may not align with an average market participant.

Although we seek to effectively

Our business, results of

| Total | ​ | ​ | ​ | 28 | | 12,082 |

Further enhancing our distribution capabilities in 2023, we plan to open our first DC in Puerto Rico and a large DC in Guadalajara, Mexico.

In Management’s Discussion and Analysis, we provide a historical and prospective narrative of our general financial condition, results of operations, [removed: liquidity] [added: liquidity,] and certain other factors that may affect our future results, including

| | ● | our results of operations for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021;] [added: 2022;] |

The review of Management’s Discussion and Analysis should be made in conjunction with our consolidated financial statements, related notes and other financial information, forward-looking [removed: statements] [added: statements,] and other risk factors included elsewhere in this annual report.

We are a specialty retailer of automotive aftermarket parts, tools, supplies, [removed: equipment] [added: equipment,] and accessories in the United [removed: States] [added: States, Puerto Rico,] and Mexico.

[removed: We are one of the largest U.S. automotive aftermarket specialty retailers, selling our products to both DIY customers and professional service providers – our “dual market strategy.” Our stores carry an] [added: The] extensive product line [removed: consisting] [added: offered in our stores consists] of new and remanufactured automotive hard parts, maintenance items, accessories, a complete line of auto body paint and related materials, automotive [removed: tools] [added: tools,] and professional service provider service equipment.

Our stores also offer enhanced services and programs to our customers, including used oil, oil [removed: filter] [added: filter,] and battery recycling; battery, [removed: wiper] [added: wiper,] and bulb replacement; battery diagnostic testing; electrical and module testing; check engine light code extraction; loaner tool program; drum and rotor resurfacing; custom hydraulic hoses; professional paint shop mixing and related materials; and machine shops.

As of December 31, [removed: 2022,] [added: 2023,] we operated [removed: 5,929] [added: 6,095] stores in [removed: 47] [added: 48] U.S. states and [removed: 42] [added: Puerto Rico and 62] stores in Mexico.

[removed: We are] [added: Our business is] influenced by a number of general macroeconomic factors that impact both our industry and consumers, including, but not limited to, inflation, including rising consumer [removed: staples,] [added: staples;] fuel and energy [removed: costs,] [added: costs;] unemployment [removed: trends,] [added: trends;] interest [removed: rates] [added: rates;] and other economic factors.

Future changes, such as continued broad-based inflation and rapid [removed: increases in] fuel [removed: costs] [added: cost increases] that exceed wage growth, may negatively impact our consumers’ level of disposable income, and we cannot predict the degree these changes, or other future changes, may have on our business or industry.

We believe the key drivers of demand over the long-term for the products sold within the automotive aftermarket include the number of U.S. miles driven, number of U.S. registered vehicles, annual rate of light vehicle [removed: sales] [added: sales,] and average vehicle age.

[removed: In 2021, miles] [added: Miles] driven improved and increased [removed: 11.2%,] [added: 11.2% in 2021,] and [removed: year-to-date through November of 2022, miles driven] continued to [removed: improve, increasing 1.2%.][added: improve and increased 0.9% in 2022, and in 2023, returned to more typical levels with an increase of 2.1%.]

As reported by the Auto Care Association, the total number of registered vehicles increased [removed: 12.1%] [added: 13.9%] from [removed: 2011] [added: 2012] to [removed: 2021,] [added: 2022,] bringing the number of light vehicles on the road to [removed: 279] [added: 283] million by the end of [removed: 2021.][added: 2022.]

[removed: vehicle sales was pressured due to supply chain constraints experienced by manufacturers, and] [added: For] the [added: year ended December 31, 2023, the] seasonally adjusted annual rate of light vehicle sales in the U.S. (“SAAR”) was [removed: below the historical average at] approximately [removed: 13.3] [added: 15.8] million [added: vehicles, contributing to the continued growth in the total number of registered] vehicles [removed: for] [added: on] the [removed: year ended December 31, 2022.][added: road.]

From [removed: 2011] [added: 2012] to [removed: 2021,] [added: 2022,] vehicle scrappage rates have remained relatively stable, ranging from 4.1% to 5.7% annually.

As a result, over the past decade, the average age of the U.S. vehicle population has increased, growing [removed: 11.0%,] [added: 9.9%,] from [removed: 10.9] [added: 11.1] years in [removed: 2011] [added: 2012] to [removed: 12.1] [added: 12.2] years in [removed: 2021.][added: 2022.]

While the annual changes to the vehicle population resulting from new vehicle sales and the fluctuation in vehicle scrappage rates in any given year represent a small percentage of the total light vehicle population and have a muted impact on the total number and average age of vehicles on the road over the short term, we believe our business benefits from the current environment of [added: elevated] new [removed: vehicle scarcity] and [removed: higher than typical] used vehicle prices, as consumers are more willing to continue to invest in their current vehicle.

We believe the increase in average vehicle age over the long term can be attributed to better engineered and manufactured vehicles, which can be reliably driven at higher mileages due to better quality power trains, interiors and exteriors, [removed: and the consumer’s] [added: coupled with consumers’] willingness to invest in maintaining these higher-mileage, better built vehicles.

These out-of-warranty, older vehicles generate strong demand for automotive aftermarket products as they go through more routine maintenance cycles, have more frequent mechanical [removed: failures] [added: failures,] and generally require more maintenance than newer vehicles.

We believe consumers will continue to invest in these reliable, higher-quality, higher-mileage [removed: vehicles] [added: vehicles,] and these investments, along with an increasing total light vehicle fleet, will support continued demand for automotive aftermarket products.

Inflationary cost pressures impact our business; however, historically we have been successful, in many cases, in reducing the effects of merchandise cost increases, principally by taking advantage of supplier incentive programs, economies of scale resulting from increased volume of [removed: purchases] [added: purchases,] and selective forward buying.

| Year ended December 31, | | [added: 2023 | |] 2022 | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 | | 2014 | | [removed: 2013 | |]

| Percentage increase in comparable store sales (a)(b) | | [removed: 6.4] [added: 7.9] | % | [added: 6.4 | % |] 13.3 | % | 10.9 | % | 4.0 | % | 3.8 | % | 1.4 | % | 4.8 | % | 7.5 | % | 6.0 | % | [removed: 4.6 | % |]

| Sales ($) | | [removed: 14,409,860] [added: 15,812,250] | | [added: 14,409,860 | |] 13,327,563 | | 11,604,493 | | 10,149,985 | | 9,536,428 | | 8,977,726 | | 8,593,096 | | 7,966,674 | | 7,216,081 | | [removed: 6,649,237 | |]

| Gross profit | | [removed: 7,381,706] [added: 8,104,803] | | [added: 7,381,706 | |] 7,019,949 | | 6,085,692 | | 5,394,691 | | 5,039,966 | | 4,720,683 | | 4,509,011 | | 4,162,643 | | 3,708,901 | | [removed: 3,369,001 | |]

| Operating income | | [removed: 2,954,491] [added: 3,186,376] | | [added: 2,954,491 | |] 2,917,168 | | 2,419,336 | | 1,920,726 | | 1,815,184 | | 1,725,400 | | 1,699,206 | | 1,514,021 | | 1,270,374 | | [removed: 1,103,485 | |]

| Net income ($) (c)(d) | | [removed: 2,172,650] [added: 2,346,581] | | [added: 2,172,650 | |] 2,164,685 | | 1,752,302 | | 1,391,042 | | 1,324,487 | | 1,133,804 | | 1,037,691 | | 931,216 | | 778,182 | | [removed: 670,292 | |]

| Earnings per share – basic ($) | | [removed: 33.75] [added: 38.80] | | [added: 33.75 | |] 31.39 | | 23.74 | | 18.07 | | 16.27 | | 12.82 | | 10.87 | | 9.32 | | 7.46 | | [removed: 6.14 | |]

| Earnings per share – assuming dilution ($) (c)(d) | | [removed: 33.44] [added: 38.47] | | [added: 33.44 | |] 31.10 | | 23.53 | | 17.88 | | 16.10 | | 12.67 | | 10.73 | | 9.17 | | 7.34 | | [removed: 6.03 | |]

| Total assets ($) (e) | | [removed: 12,627,979] [added: 13,872,995] | | [added: 12,627,979 | |] 11,718,707 | | 11,596,642 | | 10,717,160 | | 7,980,789 | | 7,571,885 | | 7,204,189 | | 6,676,684 | | 6,532,083 | | [removed: 6,057,895 | |]

| Total debt ($) (e) | ​ | [removed: 4,371,653] [added: 5,570,125] | | [added: 4,371,653 | |] 3,826,978 | | 4,123,217 | | 3,890,527 | | 3,417,122 | | 2,978,390 | | 1,887,019 | | 1,390,018 | | 1,388,422 | | [removed: 1,386,895 | |]

| Shareholders’ [added: (deficit)] equity ($) (c) | | [removed: (1,060,752)] [added: (1,739,278)] | | [added: (1,060,752) | |] (66,423) | | 140,258 | | 397,340 | | 353,667 | | 653,046 | | 1,627,136 | | 1,961,314 | | 2,018,418 | | [removed: 1,966,321 | |]

| Inventory turnover (f) | | 1.7 | | 1.7 | | [added: 1.7 | |] 1.5 | | 1.4 | | 1.4 | | 1.4 | | 1.5 | | 1.5 | | 1.4 | | [removed: 1.4 | |]

| Accounts payable to inventory (g) | | [removed: 134.9] [added: 130.8] | % | [added: 134.9 | % |] 127.4 | % | 114.5 | % | 104.4 | % | 105.7 | % | 106.0 | % | 105.7 | % | 99.1 | % | 94.6 | % | [removed: 86.6 | % |]

| Cash provided by operating activities ($) (h) | | [removed: 3,148,250] [added: 3,034,084] | | [added: 3,148,250 | |] 3,207,310 | | 2,836,603 | | 1,708,479 | | 1,727,555 | | 1,403,687 | | 1,510,713 | | 1,345,488 | | 1,190,430 | | [removed: 908,026 | |]

| Capital expenditures ($) | | [removed: 563,342] [added: 1,006,264] | | [added: 563,342 | |] 442,853 | | 465,579 | | 628,057 | | 504,268 | | 465,940 | | 476,344 | | 414,020 | | 429,987 | | [removed: 395,881 | |]

| Free cash flow ($) (h)(i) | | [removed: 2,371,123] [added: 1,987,720] | | [added: 2,371,123 | |] 2,548,922 | | 2,189,995 | | 1,020,649 | | 1,188,584 | | 889,059 | | 978,375 | | 868,390 | | 760,443 | | [removed: 512,145 | |]

| Number of Team Members at year end | | [removed: 87,377] [added: 90,189] | | [added: 87,377 | |] 82,852 | | 77,654 | | 82,484 | | 78,882 | | 75,552 | | 74,580 | | 71,621 | | 67,569 | | [removed: 61,909 | |]

| Total number of stores at year end (j)(k) | | [removed: 5,971] [added: 6,157] | | [added: 5,971 | |] 5,784 | | 5,616 | | 5,460 | | 5,219 | | 5,019 | | 4,829 | | 4,571 | | 4,366 | | [removed: 4,166 | |]

| Number of [removed: U.S.] [added: domestic] stores at year end (j) | ​ | [removed: 5,929] [added: 6,095] | | [added: 5,929 | |] 5,759 | | 5,594 | | 5,439 | | 5,219 | | 5,019 | | 4,829 | | 4,571 | | 4,366 | | [removed: 4,166 | |]

| Number of Mexico stores at year end (k) | ​ | [removed: 42] [added: 62] | | [added: 42 | |] 25 | | 22 | | 21 | | — | | — | | — | | — | | — | | [removed: — | |]

We are one of the largest U.S. automotive aftermarket specialty retailers, selling our products to both DIY customers and professional service providers – our “dual market strategy.” Our goal is to achieve growth in sales and profitability by capitalizing on our competitive advantages, such as our dual market strategy, superior customer service provided by well-trained and technically proficient Team Members, and strategic distribution and hub store network that provides same day and over-night inventory access for our stores to offer a broad selection of product offerings.

The successful execution of our growth strategy includes aggressively opening new stores, growing sales in existing stores, continually enhancing merchandising and store layouts, and implementing our Omnichannel initiatives.

| ​ | | 2023 | | ​ | 2022 | |

2023 Compared to 2022

The increase in sales for the year ended December 31, 2023, was primarily the result of the 7.9% increase in domestic comparable store sales and a $293 million increase in sales from new stores opened in 2022 and 2023 that are not considered comparable stores.

The increase in professional service provider customer transaction counts was driven by consistently exceptional execution of

our strategies surrounding superior service, inventory availability, and competitive pricing.

The decrease in DIY customer transaction counts was driven by the broader industry dynamics of better engineered parts, which last longer but result in reduced repair frequency.

See Note 12 “Revenue” to the Consolidated Financial Statements for further information concerning the Company’s sales.

The increase in SG&A as a percentage of sales for the year ended December 31, 2023, was primarily the result of increased store staffing, wage rates, and enhanced benefits to support superior service levels, depreciation costs on accelerated refreshment of store delivery vehicle fleet, investment initiatives aimed at refreshing the image and appearance of our stores, increased expense for the market value performance of the Company’s Deferred Compensation Plan, increased cost for self-insured auto liability exposure, which was driven by inflation in claim costs, and the costs associated with the resumption of our annual in-person leadership conference.

See Note 13 “Share-Based Compensation and Benefit Plans” to the Consolidated Financial Statements for further information concerning the Company’s Deferred Compensation Plan.

See Note 8 “Financing” to the Consolidated Financial Statements for further information concerning the Company’s borrowings.

See Note 2 “Fair Value Measurements” to the Consolidated Financial Statements for further information concerning the Company’s trading securities.

| ​ | ​ | December 31, 2023 | | | | |

| 2024 | ​ | $ | 951,525 | ​ | $ | 128,548 |

| 2025 | ​ | | 200,625 | ​ | | 37,046 |

| 2026 | ​ | | 1,440,775 | ​ | | 24,901 |

| 2028 | ​ | ​ | 600,075 | ​ | | 8,071 |

| Thereafter | ​ | ​ | 2,552,950 | ​ | | 13,294 |

See Note 1 “Summary of Significant Accounting Policies” for more information on our variable interest entities.

The decrease in net cash provided by operating activities in 2023 compared to 2022 was primarily due to an increase in net inventory investment, compared to a decrease in 2022, partially offset by an increase in operating income and the timing of payment for transferrable federal renewable energy tax credits.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the annual report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2023, which is available free of charge on the SEC’s website at www.sec.gov by searching with our ticker symbol “ORLY” or at our internet address, www.OReillyAuto.com, by clicking “Investor Relations” located at the bottom of the page.

| ​ | ​ | | 2023 | | | 2022 | |

| GAAP net income | | ​ | $ | 2,346,581 | ​ | $ | 2,172,650 |

| Add: | Interest expense | ​ | | 201,668 | ​ | | 157,720 |

| ​ | Rent expense (1) | ​ | | 424,815 | ​ | | 393,032 |

| ​ | Unamortized discount and debt issuance costs | ​ | | 30,775 | ​ | | 28,347 |

| ​ | | ​ | 2023 | | ​ | 2022 | |

| Rent expense | | ​ | $ | 424,815 | ​ | $ | 393,032 |

well.

We are subject to interest rate risk to the extent we issue short-term, unsecured commercial paper notes under our commercial paper program (the “Program”) with variable interest rates.

As of December 31, 2023, we had outstanding borrowings under the Program in the amount of $750.9 million, at the weighted-average variable interest rate of 5.640%.

At this borrowing level, a 10% increase in interest rates would have had an unfavorable annual impact on our pre-tax earnings and cash flows in the amount of $4.3 million.

| /s/ | Brad Beckham | ​ | /s/ | Jeremy A. Fletcher |

| Brad Beckham | | ​ | Jeremy A. Fletcher | |

February 28, 2024

To the Shareholders and the Board of Directors of O’Reilly Automotive, Inc.

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 28, 2024 expressed an unqualified opinion thereon.

February 28, 2024

| ​ | ​ | 2023 | | ​ | 2022 | |

In 2022, the rate of new

The following table presents the components of the increase in sales for the year ended December 31, 2022 (in millions):

| ​ | ​ | ​ | ​ |

| --- | --- | --- | --- |

| ​ | ​ | Compared to the Same Period in 2021 | |

| Store sales: | | ​ | |

| Comparable store sales | ​ | $ | 835 |

| Non-comparable store sales: | ​ | | ​ |

| Sales for U.S. stores opened throughout 2021, excluding stores open at least one year that are included in comparable store sales, and Mexico store sales | ​ | | 95 |

| Sales for U.S. stores opened throughout 2022 | ​ | | 137 |

| Sales for stores that have closed, including temporarily closed stores | ​ | | (6) |

| Non-store sales: | ​ | | ​ |

| Includes sales of machinery, sales to independent parts stores and sales to Team Members | ​ | | 21 |

| Total increase in sales | ​ | $ | 1,082 |

We believe the increased sales are the result of store growth, the high levels of customer service provided by our well-trained and technically proficient Team Members, superior inventory availability, including same day and over-night access to inventory from our regional distribution centers and hub store network, enhanced services and programs offered in our stores, a broader selection of product offerings in most stores with a dynamic catalog system to identify and source parts, a targeted promotional and advertising effort through a variety of media and localized promotional events, continued improvement in the merchandising and store layouts of our stores, the Omnichannel experience, compensation programs for all store Team Members that provide incentives for performance and our continued focus on serving both DIY and professional service provider customers.

In addition, the strength of our distribution network and our strong supplier relationships allowed us to maintain better in-stock inventory positions than the broader market and contributed to our sales growth.

The decrease in DIY customer transaction counts was driven by a challenging comparison to the strong transaction counts in 2021, which were aided by government stimulus, and broad-based inflationary pressures on the consumer.

We determine inventory cost using the last-in, first-out (“LIFO”) method but had, over time, seen our LIFO reserve balance exhausted, which resulted in a LIFO inventory value above replacement cost prior to September 30, 2021.

As our policy is to not write-up inventory in excess of replacement cost, we had been effectively valuing our inventory at replacement cost, which resulted in a benefit when selling prices increased as we sold through this lower cost inventory.

In the third quarter of 2021, our LIFO reserve reverted back to a more typical credit balance, due to the significant inflationary acquisition cost increases.

During the three months ended March 31, 2022, we realized the final benefit from selling through inventory valued at the older, lower replacement cost, at a lesser amount than the full year benefit received in 2021.

The decrease in SG&A as a percentage of sales for the year ended December 31, 2022, was principally due to leverage of fixed store operating costs on strong comparable store sales, partially offset by inflationary pressures on wages, benefits and fuel costs, as compared to the same period one year ago, and the charge associated with our transition to an enhanced paid time-off program.

2021 Compared to 2020

products or changes in customer buying patterns.

| ​ | ​ | December 31, 2022 | | | | |

| 2023 | ​ | $ | 463,275 | ​ | $ | 138,926 |

| 2024 | ​ | | 157,500 | ​ | | 40,347 |

| 2025 | ​ | | 157,500 | ​ | | 27,803 |

| 2026 | ​ | | 647,650 | ​ | | 16,736 |

| Thereafter | ​ | ​ | 3,153,025 | ​ | | 13,558 |

We have entered into an agreement to make capital contributions to certain tax credit equity investments for the purpose of receiving renewable energy tax credits.

We are required to make capital contributions totaling $3.4 million upon achievement of project milestones by the solar or wind energy farms, the timing of which is variable and outside of the Company’s control.

The decrease in net cash provided by operating activities in 2022 compared to 2021 was primarily due to a larger decrease in accrued benefits and withholdings.

The larger decrease in accrued benefits and withholdings was primarily due to higher accrued incentive compensation payments in 2022 versus 2021.

_2021 Compared to 2020:_

indentures.

| ​ | Discount on senior notes | ​ | | 6,285 | ​ | | 4,360 |

| ​ | Debt issuance costs | ​ | | 22,062 | ​ | | 18,662 |

| ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- |

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 [removed: operations] [added: operations,] or cash flows in a particular quarter or annual period.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

At June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the voting stock held by non-affiliates of the Company was [removed: $33,621,309,352] [added: $48,266,172,701] based on the last price of the common stock reported by The Nasdaq Global Select Market.

At February [removed: 20, 2023,] [added: 19, 2024,] an aggregate of [removed: 61,833,215] [added: 59,036,585] shares of common stock of the registrant were outstanding.

Portions of the definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2022,] [added: 2023,] are incorporated by reference into Part III.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

| [Item 1A.](#Item1ARiskFactors_428092) | [Risk Factors](#Item1ARiskFactors_428092) | [removed: 17] [added: 18] |

| [Item 1B.](#Item1BUnresolvedStaffComments_370595) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_370595) | [removed: 22] [added: 23] |

| [Item 2.](#Item2Properties_805477) | [Properties](#Item2Properties_805477) | [removed: 22] [added: 25] |

| [Item 3.](#Item3LegalProceedings_233756) | [Legal Proceedings](#Item3LegalProceedings_233756) | [removed: 23] [added: 25] |

| [Item 4.](#Item4MineSafetyDisclosures_603933) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_603933) | [removed: 23] [added: 26] |

| [Item 5.](#Item5MarketForRegistrantsCommonEquityRel) | [Market for Registrant’s Common Equity, Related Stockholder [removed: Matters] [added: Matters,] and Issuer Purchases of Equity Securities](#Item5MarketForRegistrantsCommonEquityRel) | [removed: 24] [added: 27] |

| [Item 6.](#Item6SelectedFinancialData_732535) | [\[Reserved\]](#Item6SelectedFinancialData_732535) | [removed: 25] [added: 28] |

| [Item 7.](#Item7ManagementsDiscussionandAnalysisofF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysisofF) | [removed: 26] [added: 29] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures about Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 38] [added: 40] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 39] [added: 41] |

| [Item 9.](#Item9ChangesinandDisagreementsWithAccoun) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementsWithAccoun) | [removed: 70] [added: 73] |

| [Item 9A.](#Item9AControlsandProcedures_464857) | [Controls and Procedures](#Item9AControlsandProcedures_464857) | [removed: 70] [added: 73] |

| [Item 9B.](#Item9BOtherInformation_307007) | [Other Information](#Item9BOtherInformation_307007) | [removed: 71] [added: 74] |

| [Item 9C.](#Item9BOtherInformation_307007) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeignJurisdic) | [removed: 71] [added: 74] |

| [Item 10.](#Item10DirectorsExecutiveOfficersandCorpo) | [Directors, Executive [removed: Officers] [added: Officers,] and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | [removed: 72] [added: 75] |

| [Item 11.](#Item11ExecutiveCompensation_814873) | [Executive Compensation](#Item11ExecutiveCompensation_814873) | [removed: 72] [added: 75] |

| [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](#Item12SecurityOwnershipofCertainBenefici) | [removed: 73] [added: 76] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | [removed: 73] [added: 76] |

| [Item 14.](#Item14PrincipalAccountantFeesandServices) | [Principal Accountant Fees and Services](#Item14PrincipalAccountantFeesandServices) | [removed: 73] [added: 76] |

| [Item 15.](#Item15ExhibitsandFinancialStatementSched) | [Exhibits and Financial Statement Schedules](#Item15ExhibitsandFinancialStatementSched) | [removed: 74] [added: 77] |

| [Item 16](#Item16Form10KSummary_792487) | [Form 10-K Summary](#Item16Form10KSummary_792487) | [removed: 77] [added: 80] |

You can identify these statements by forward-looking words such as “estimate,” “may,” “could,” “will,” “believe,” “expect,” “would,” “consider,” “should,” “anticipate,” “project,” “plan,” [removed: “intend”] [added: “intend,”] or similar words.

In addition, statements contained within this annual report 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 [removed: revenues] [added: revenues,] and future performance.

These forward-looking statements are based on estimates, projections, [removed: beliefs] [added: beliefs,] and assumptions and are not guarantees of future events and results.

Such statements are subject to risks, [removed: uncertainties] [added: 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; 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; [added: 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; [removed: damage, failure or interruption of information technology systems, including information security] and [removed: cyber-attacks; and] governmental regulations.

Please refer to the “Risk Factors” section in this annual report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] and subsequent Securities and Exchange Commission filings, for additional factors that could materially affect our financial performance.

Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future [removed: events] [added: events,] or otherwise, except as required by applicable law.

Unless otherwise indicated, “we,” “us,” [removed: “our”] [added: “our,”] and similar terms, as well as references to the “Company,” refer to O’Reilly Automotive, Inc. and its Subsidiaries.

O’Reilly is one of the largest specialty retailers of automotive aftermarket parts, tools, supplies, [removed: equipment] [added: equipment,] and accessories in the United States (“U.S.”), selling our products to both do-it-yourself (“DIY”) and professional service provider customers, our “dual market strategy.” The business was founded in 1957 by Charles F.

At December 31, [removed: 2022,] [added: 2023,] we operated [removed: 5,929] [added: 6,095] stores in [removed: 47] [added: 48] states in the United States and [removed: 42] [added: Puerto Rico and 62] stores in Mexico.

| | ● | new and remanufactured automotive hard parts and maintenance items, such as alternators, batteries, brake system components, belts, chassis parts, driveline parts, engine parts, fuel pumps, hoses, starters, temperature control, water pumps, antifreeze, appearance products, engine additives, filters, fluids, lighting, [removed: oil] [added: oil,] and wiper [removed: blades;] [added: blades] and |

| | ● | accessories, such as floor mats, seat [removed: covers] [added: covers,] and truck accessories. |

| | ● | battery, [removed: wiper] [added: wiper,] and bulb replacement; |

| | ● | used oil, oil [removed: filter] [added: filter,] and battery recycling. |

| Item 1C. | [Cybersecurity](#Item1CCybersecurity) | 23 |

On December 18, 2023, we announced that we had entered into a definitive stock purchase agreement with the shareholders of Groupe Del Vasto, an auto parts supplier headquartered in Montreal, Quebec, Canada, under which O’Reilly would acquire all of the outstanding shares of Groupe Del Vasto and its affiliated entities.

In January of 2024, we completed the acquisition of Groupe Del Vasto.

| | ● | check engine light code extraction, where allowed by law, with diagnostic information, list of possible repair fixes, and referrals to trusted local repair shops provided; |

provider customers with whom they interact on a daily basis.

We believe that while competitive

to both DIY and professional service provider customers.

Additionally, we have extensive processes in place to specifically identify emerging talent and conduct formalized training focused on leadership development.

DCs, and 4,917 were employed at our corporate and regional offices.

Consequently, most of our stores are freestanding buildings or prominent end caps situated on or

| Florida | ​ | 275 | ​ | 4.6 | % | ​ | 15 | | 9.0 | % | ​ | 290 | ​ | 4.8 | % | ​ | 28.1 | % |

| Illinois | ​ | 227 | ​ | 3.8 | % | ​ | 3 | | 1.8 | % | ​ | 230 | ​ | 3.8 | % | ​ | 35.8 | % |

| Ohio | ​ | 224 | ​ | 3.8 | % | ​ | 2 | | 1.2 | % | ​ | 226 | ​ | 3.7 | % | ​ | 39.5 | % |

| North Carolina | ​ | 216 | ​ | 3.6 | % | ​ | 4 | | 2.4 | % | ​ | 220 | ​ | 3.6 | % | ​ | 43.1 | % |

| Michigan | ​ | 187 | ​ | 3.2 | % | ​ | 2 | | 1.2 | % | ​ | 189 | ​ | 3.0 | % | ​ | 52.8 | % |

| Indiana | ​ | 168 | ​ | 2.8 | % | ​ | 2 | | 1.2 | % | ​ | 170 | ​ | 2.8 | % | ​ | 55.6 | % |

| Alabama | ​ | 157 | ​ | 2.6 | % | ​ | 5 | | 3.1 | % | ​ | 162 | ​ | 2.7 | % | ​ | 61.1 | % |

| Arizona | ​ | 148 | ​ | 2.5 | % | ​ | 2 | | 1.2 | % | ​ | 150 | ​ | 2.5 | % | ​ | 63.6 | % |

| Colorado | ​ | 119 | ​ | 2.0 | % | ​ | 4 | | 2.4 | % | ​ | 123 | ​ | 2.0 | % | ​ | 76.7 | % |

| Arkansas | ​ | 122 | ​ | 2.1 | % | ​ | — | | — | % | ​ | 122 | ​ | 2.0 | % | ​ | 78.7 | % |

| Virginia | ​ | 99 | ​ | 1.7 | % | ​ | 4 | | 2.4 | % | ​ | 103 | ​ | 1.6 | % | ​ | 82.1 | % |

| Utah | ​ | 71 | ​ | 1.2 | % | ​ | 3 | | 1.8 | % | ​ | 74 | ​ | 1.2 | % | ​ | 88.8 | % |

| Idaho | ​ | 52 | ​ | 0.9 | % | ​ | 3 | | 1.8 | % | ​ | 55 | ​ | 0.9 | % | ​ | 92.8 | % |

| Pennsylvania | ​ | 44 | ​ | 0.7 | % | ​ | 3 | | 1.8 | % | ​ | 47 | ​ | 0.8 | % | ​ | 94.5 | % |

| New York | ​ | 26 | ​ | 0.4 | % | ​ | 5 | | 3.1 | % | ​ | 31 | ​ | 0.5 | % | ​ | 96.8 | % |

| Hawaii | ​ | 15 | ​ | 0.3 | % | ​ | 4 | | 2.4 | % | ​ | 19 | ​ | 0.3 | % | ​ | 99.1 | % |

| Puerto Rico | ​ | — | ​ | — | % | ​ | 3 | ​ | 1.8 | % | ​ | 3 | ​ | — | % | ​ | 100.0 | % |

| Maryland | ​ | — | ​ | — | % | ​ | 1 | ​ | 0.6 | % | ​ | 1 | ​ | — | % | ​ | 100.0 | % |

and in a financial reporting and planning role for a Fortune 1000 corporation.

_Scott R.

Ross_, age 58, Executive Vice President and Chief Information Officer, has been an O’Reilly Team Member since October 2023.

Mr. Ross has more than 30 years of information technology experience.

Mr. Ross’s career includes information technology positions with Mobil Oil and L.L. Bean, Inc. Mr. Ross held positions of Vice President of Enterprise Architecture and Vice President of International and Business Development before being promoted to Senior Vice President of IT Omnichannel Technology at Lowe’s Companies, Inc. Prior to joining O’Reilly, Mr. Ross held the title of President of Saks Cloud Services at Hudson’s Bay Company and subsidiaries.

In October of 2023, Mr. Ross joined O’Reilly as Executive Vice President and Chief Information Officer and has held this position since that time.

_Tamara F.

Ms. Conn’s primary areas of responsibility are Legal, Risk Management, and Internal Audit.

_Jeffery T.

Mr. Loafman began his career of over 20 years with Walmart, Inc. (“Walmart”) working in distribution and held various positions including Operations Manager, Distribution Center General Manager, Senior Director of Distribution, and Vice President of International Distribution Operations.

Prior to joining O’Reilly, Mr. Loafman served as Divisional Vice President for the U.S. Supply Chain for Walmart.

Ms. Reaves’s O’Reilly career began as an Employment Coordinator and progressed through the roles of Benefits Coordinator, Benefits Supervisor, Benefits Manager, Director of Benefits, Senior Director of Benefits and Payroll, and Vice President of Human Resources.

| | ● | check engine light code extraction, where allowed by law; |

parts.

an important component of providing excellent customer service.

| Florida | ​ | 259 | ​ | 4.5 | % | ​ | 16 | | 9.4 | % | ​ | 275 | ​ | 4.6 | % | ​ | 27.9 | % |

| Illinois | ​ | 220 | ​ | 3.8 | % | ​ | 7 | | 4.1 | % | ​ | 227 | ​ | 3.8 | % | ​ | 35.6 | % |

| Ohio | ​ | 217 | ​ | 3.8 | % | ​ | 7 | | 4.1 | % | ​ | 224 | ​ | 3.8 | % | ​ | 39.4 | % |

| North Carolina | ​ | 211 | ​ | 3.7 | % | ​ | 5 | | 2.8 | % | ​ | 216 | ​ | 3.6 | % | ​ | 43.0 | % |

| Michigan | ​ | 186 | ​ | 3.2 | % | ​ | 1 | | 0.6 | % | ​ | 187 | ​ | 3.2 | % | ​ | 53.1 | % |

| Indiana | ​ | 160 | ​ | 2.7 | % | ​ | 8 | | 4.7 | % | ​ | 168 | ​ | 2.8 | % | ​ | 55.9 | % |

| Alabama | ​ | 156 | ​ | 2.6 | % | ​ | 1 | | 0.6 | % | ​ | 157 | ​ | 2.6 | % | ​ | 61.3 | % |

| Arizona | ​ | 145 | ​ | 2.5 | % | ​ | 3 | | 1.8 | % | ​ | 148 | ​ | 2.5 | % | ​ | 63.8 | % |

| Arkansas | ​ | 119 | ​ | 2.1 | % | ​ | 3 | | 1.8 | % | ​ | 122 | ​ | 2.1 | % | ​ | 76.8 | % |

| Colorado | ​ | 111 | ​ | 1.9 | % | ​ | 8 | | 4.7 | % | ​ | 119 | ​ | 2.0 | % | ​ | 78.8 | % |

| Virginia | ​ | 94 | ​ | 1.6 | % | ​ | 5 | | 2.8 | % | ​ | 99 | ​ | 1.7 | % | ​ | 82.3 | % |

| Utah | ​ | 67 | ​ | 1.2 | % | ​ | 4 | | 2.4 | % | ​ | 71 | ​ | 1.2 | % | ​ | 89.0 | % |

| Idaho | ​ | 48 | ​ | 0.8 | % | ​ | 4 | | 2.4 | % | ​ | 52 | ​ | 0.9 | % | ​ | 93.0 | % |

| Pennsylvania | ​ | 39 | ​ | 0.7 | % | ​ | 5 | | 2.8 | % | ​ | 44 | ​ | 0.7 | % | ​ | 94.6 | % |

| New York | ​ | 24 | ​ | 0.4 | % | ​ | 2 | | 1.2 | % | ​ | 26 | ​ | 0.4 | % | ​ | 97.2 | % |

| Hawaii | ​ | 13 | ​ | 0.2 | % | ​ | 2 | | 1.2 | % | ​ | 15 | ​ | 0.3 | % | ​ | 100.0 | % |

Further enhancing our distribution capabilities in 2023, we plan to open our first DC in Puerto Rico and a large DC in Guadalajara, Mexico.

_Gregory D.

Mr. Johnson held the position of Co-President from 2017 until February of 2022 and President from February 2022 until January 2023.

Mr. Beckham’s primary areas of responsibility are all domestic and international Store Operations and Sales, Real Estate and Expansion, Human Resources, Legal, Risk Management, Training and Finance.

*​*

Mr. McFall’s career began with Ernst & Young LLP in Detroit, Michigan, where he achieved the position of Audit Manager, before accepting a position with Murray’s Discount Auto Stores (“Murray’s”).

Mr. McFall served Murray’s for eight years through the roles of Controller, Vice President of Finance, and Chief Financial Officer, with direct responsibility for finance, accounting and distribution and logistics operations.

After Murray’s was acquired by CSK Auto Corporation (“CSK”) in 2005, Mr. McFall held the position of Chief Financial Officer of Midwest Operation for CSK.

In 2006, Mr. McFall joined O’Reilly as Senior Vice President of Finance and Chief Financial Officer.

Mr. McFall held the position of Chief Financial Officer from 2006 until May of 2022.

Mr. McFall has held the position Executive Vice President since 2007 and has been responsible for various areas during his tenure, including Finance, Information Technology, Real Estate and Expansion, Legal, Risk Management and Human Resources.

Mr. Andrews has over 30 years of human resources experience.

Mr. Andrews’s career includes human resource positions with Cargill, Inc., Tyson Foods, Inc. and AutoNation, Inc. Mr. Andrews served AutoNation for 10 years as Director of Human Resources and Senior Director of Human Resources.

In 2012, Mr. Andrews joined O’Reilly as Vice President of Human Resources and progressed through the role of Vice President of Human Resources and Training.

_Larry L.

Mr. Ellis’s O’Reilly career began as a Distribution Center Team Member and progressed through the roles of Distribution Center Supervisor, Distribution Center Manager, Director of Distribution Operations, Vice President of Logistics, Vice President of Western Division Distribution Operations, and Vice President of Distribution Operations.

_Jeffrey L.

Mr. Groves’s primary areas of responsibility are Corporate Governance, Regulatory Matters, and Internal Audit.

Mr. Hopper’s primary areas of responsibility are Real Estate Expansion and Acquisitions.

_Jeffrey A.

Mr. Lauro has 35 years of information technology experience primarily in the retail industry.

As of February [removed: 16,] [added: 15,] 2023, the Company had approximately [removed: 827,000] [added: 1,024,000] shareholders of common stock based on the number of holders of record and an estimate of individual participants represented by security position listings.

There were no sales of unregistered securities during the year ended December 31, [removed: 2022.][added: 2023.]

The following table identifies all repurchases during the fourth quarter ended December 31, [removed: 2022,] [added: 2023,] of any of the Company’s securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, by or on behalf of the Company or any affiliated purchaser (in thousands, except per share price data):

| (1) | The authorizations under the share repurchase program that currently have capacity are scheduled to expire on May [removed: 16, 2025] [added: 23, 2026,] and November [removed: 11, 2025.] [added: 16, 2026.] No other share repurchase programs existed during the twelve months ended December 31, [removed: 2022.] [added: 2023.] See Note [removed: 9] [added: 10] “Share Repurchase Program” to the Consolidated Financial Statements for further information on our share repurchases. |

The graph below shows the cumulative total shareholder return assuming the investment of $100, on December 31, [removed: 2017,] [added: 2018,] and the reinvestment of dividends thereafter, if any, in the Company’s common stock versus the Standard and Poor’s S&P 500 Retail Index (“S&P 500 Retail Index”) and the Standard and Poor’s S&P 500 Index (“S&P 500”).

[removed: ][added: ]

| Company/Index | | [removed: 2017 | | |] 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | [added: | 2023 | |]

| October 1, 2023, to October 31, 2023 | | 462 | ​ | $ | 910.21 | | 462 | ​ | $ | 711,908 |

| November 1, 2023, to November 30, 2023 | | 68 | ​ | | 965.09 | | 68 | ​ | | 2,646,346 |

| December 1, 2023, to December 31, 2023 | | 77 | ​ | | 961.39 | | 77 | ​ | $ | 2,572,201 |

| Total as of December 31, 2023 | | 607 | ​ | $ | 922.86 | | 607 | ​ | | |

| O’Reilly Automotive, Inc. | ​ | $ | 100 | ​ | $ | 127 | ​ | $ | 131 | ​ | $ | 205 | ​ | $ | 245 | ​ | $ | 276 |

| S&P 500 Retail Index | ​ | | 100 | ​ | | 126 | ​ | | 183 | ​ | | 217 | ​ | | 141 | ​ | | 199 |

| S&P 500 | ​ | $ | 100 | ​ | $ | 129 | ​ | $ | 150 | ​ | $ | 190 | ​ | $ | 153 | ​ | $ | 190 |

| October 1, 2022, to October 31, 2022 | | 236 | ​ | $ | 730.16 | | 236 | ​ | $ | 471,502 |

| November 1, 2022, to November 30, 2022 | | 58 | ​ | | 831.62 | | 58 | ​ | | 1,923,010 |

| December 1, 2022, to December 31, 2022 | | 241 | ​ | | 830.22 | | 241 | ​ | $ | 1,723,320 |

| Total as of December 31, 2022 | | 535 | ​ | $ | 786.19 | | 535 | ​ | | |

| O’Reilly Automotive, Inc. | ​ | $ | 100 | ​ | $ | 143 | ​ | $ | 182 | ​ | $ | 188 | ​ | $ | 294 | ​ | $ | 351 |

| S&P 500 Retail Index | ​ | | 100 | ​ | | 113 | ​ | | 141 | ​ | | 206 | ​ | | 245 | ​ | | 159 |

| S&P 500 | ​ | $ | 100 | ​ | $ | 94 | ​ | $ | 121 | ​ | $ | 140 | ​ | $ | 178 | ​ | $ | 144 |

Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company, including its consolidated subsidiaries, in reports filed under the Exchange Act is recorded, processed, [removed: summarized] [added: summarized,] and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended December 31, [removed: 2022,] [added: 2023,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, [removed: use] [added: use,] or disposition of the Company’s assets that could have a material effect on the financial statements. |

Under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on this assessment, management believes that as of December 31, [removed: 2022,] [added: 2023,] the Company’s internal control over financial reporting was effective based on those criteria.

(c) Rule 10b5-1 Trading Plan Elections:

On December 1, 2023, Greg Johnson, the then Chief Executive Officer of the Company, established a plan intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended, for the trading of the Company’s common stock.

The plan provides for the sale of up to 32,291 shares at specific market prices, subject to specified limitations over a period beginning on March 4, 2024 and ending on December 31, 2024.

The plan was established for the purposes of facilitating the exercise and subsequent sale of stock options with a ten-year contractual life that are due to expire February of 2028.

The plan was established during the Company’s unrestricted trading window and at a time when Mr. Johnson was not in possession of material, non-public information about the Company.

Mr. Johnson has informed the Company that he will publicly disclose, as required by federal securities laws, any option exercises and stock sales made under this plan.

None of the Company’s other Directors or Officers adopted, modified, or terminated a Rule 10b5-1 trading agreement or a non-Rule 10b5-1 trading agreement, as defined in Item 408(c) of Regulation S-K, during the Company’s fiscal quarter ended December 31, 2023.

Not Applicable.

Certain information required by Part III is incorporated by reference from the Company’s Proxy Statement on Schedule 14A for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders (“Proxy Statement”), which will be filed with the Securities and Exchange Commission (the “SEC”) within 120 days of the end of the Company’s most recent fiscal year.

The Company’s Board of Directors has adopted a code of ethics that applies to all of its directors, officers (including its chief executive officer, chief operating officer, chief financial officer, chief accounting officer, [removed: controller] [added: controller,] and any person performing similar [removed: functions)] [added: functions),] and Team Members.

The Company’s Code of Ethics is available on its website at www.OReillyAuto.com, under the [added: “Company Overview” and then] “Corporate [removed: Home” caption.][added: Governance” captions.]

Weiss, and Fred Whitfield, each an independent director in accordance with The Nasdaq Stock Market Marketplace Rule 5605(a)(2), the standards of Rule 10A-3 of the Exchange [removed: Act] [added: Act,] and the requirements of The Nasdaq Stock Market Marketplace Rule 5605(c)(2).

The following consolidated financial statements of O’Reilly Automotive, Inc. and Subsidiaries included in the Annual Shareholders’ Report of the registrant for the year ended December 31, [removed: 2022,] [added: 2023,] are filed with this Annual Report in Part II, Item 8:

| | ● | _Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021_] [added: 2022_] |

| | ● | _Consolidated Statements of Income for the years ended December 31, [added: 2023,] 2022, [removed: 2021] and [removed: 2020_] [added: 2021_] |

| | ● | _Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2023,] 2022, [removed: 2021] and [removed: 2020_] [added: 2021_] |

| | ● | _Consolidated Statements of Shareholders’ Equity for the years ended December 31, [added: 2023,] 2022, [removed: 2021] and [removed: 2020_] [added: 2021_] |

| | ● | _Consolidated Statements of Cash Flows for the years ended December 31, [added: 2023,] 2022, [removed: 2021] and [removed: 2020_] [added: 2021_] |

| | ● | _Notes to Consolidated Financial Statements for the years ended December 31, [added: 2023,] 2022, [removed: 2021] and [removed: 2020_] [added: 2021_] |

| 4.2 | ​ | [Indenture, dated as of [removed: June 20, 2013,] [added: March 8, 2016,] by and among O’Reilly Automotive, Inc., the subsidiaries party thereto as guarantors, and UMB Bank, N.A., as Trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: June 20, 2013,] [added: March 8, 2016,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000119312513265281/d556218dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465916103357/a16-5176_6ex4d1.htm)] |

| [removed: 4.3] [added: 4.4] | ​ | [Form of [removed: 3.850%] [added: 3.550%] Note due [removed: 2023,] [added: 2026,] included in Exhibit [removed: 4.1] [added: 4.2] to the Registrant’s Current Report on Form 8-K dated [removed: June 20, 2013,] [added: March 8, 2016,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000119312513265281/d556218dex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465916103357/a16-5176_6ex4d2.htm)] |

| [removed: 4.4] [added: 4.3] | ​ | [removed: [Indenture,] [added: [Supplemental Indenture,] dated as of March 8, 2016, by and among O’Reilly Automotive, Inc., the subsidiaries party thereto as guarantors, and UMB Bank, N.A., as Trustee, filed as Exhibit [removed: 4.1] [added: 4.2] to the Registrant’s Current Report on Form 8-K dated March 8, 2016, is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465916103357/a16-5176_6ex4d1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465916103357/a16-5176_6ex4d2.htm)] |

| 4.5 | ​ | [removed: [Supplemental] [added: [Second Supplemental] Indenture, dated as of [removed: March 8, 2016,] [added: August 17, 2017,] by and [removed: among] [added: between] O’Reilly Automotive, [removed: Inc., the subsidiaries party thereto as guarantors,] [added: Inc.] and UMB [removed: Bank,] [added: Bank] N.A., as Trustee, filed as Exhibit [removed: 4.2] [added: 4.1] to the Registrant’s Current Report on Form 8-K dated [removed: March 8, 2016,] [added: August 17, 2017,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465916103357/a16-5176_6ex4d2.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465917052466/a17-19915_5ex4d1.htm)] |

| 4.6 | ​ | [Form of [removed: 3.550%] Note [added: for 3.600% Senior Notes] due [removed: 2026,] [added: 2027,] included in Exhibit [removed: 4.2] [added: 4.1] to the Registrant’s Current Report on Form 8-K dated [removed: March 8, 2016,] [added: August 17, 2017,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465916103357/a16-5176_6ex4d2.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465917052466/a17-19915_5ex4d1.htm)] |

| 4.7 | ​ | [removed: [Second] [added: [Third] Supplemental Indenture, dated as of [removed: August] [added: May] 17, [removed: 2017,] [added: 2018,] by and between O’Reilly Automotive, Inc. and UMB Bank N.A., as Trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: August] [added: May] 17, [removed: 2017,] [added: 2018,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465917052466/a17-19915_5ex4d1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465918034071/a18-12615_4ex4d1.htm)] |

| 4.8 | ​ | [Form of Note for [removed: 3.600%] [added: 4.350%] Senior Notes due [removed: 2027,] [added: 2028,] included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: August] [added: May] 17, [removed: 2017,] [added: 2018,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465917052466/a17-19915_5ex4d1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465918034071/a18-12615_4ex4d1.htm)] |

| 4.9 | ​ | [removed: [Third Supplemental Indenture,] [added: [Indenture,] dated as of May [removed: 17, 2018,] [added: 20, 2019,] by and between O’Reilly Automotive, Inc. and [removed: UMB] [added: U.S.] Bank [removed: N.A.,] [added: Trust Company National Association (formerly known] as [added: U.S. Bank National Association), as] Trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated May [removed: 17, 2018,] [added: 20, 2019,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465918034071/a18-12615_4ex4d1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465919030510/a19-10141_1ex4d1.htm)] |

| [removed: 4.10] [added: 4.11] | ​ | [Form of Note for [removed: 4.350%] [added: 3.900%] Senior Notes due [removed: 2028,] [added: 2029,] included in Exhibit [removed: 4.1] [added: 4.2] to the Registrant’s Current Report on Form 8-K dated May [removed: 17, 2018,] [added: 20, 2019,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465918034071/a18-12615_4ex4d1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465919030510/a19-10141_1ex4d2.htm)] |

| [removed: 4.11] [added: 4.10] | ​ | [removed: [Indenture,] [added: [First Supplemental Indenture,] dated as of May 20, 2019, by and between O’Reilly Automotive, Inc. and U.S. Bank Trust Company National Association (formerly known as U.S. Bank National Association), as Trustee, filed as Exhibit [removed: 4.1] [added: 4.2] to the Registrant’s Current Report on Form 8-K dated May 20, 2019, is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465919030510/a19-10141_1ex4d1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465919030510/a19-10141_1ex4d2.htm)] |

| [removed: 4.12] [added: 4.13] | ​ | [removed: [First] [added: [Second] Supplemental Indenture, dated as of [removed: May 20, 2019,] [added: March 27, 2020,] by and between O’Reilly Automotive, Inc. and U.S. Bank Trust Company National Association (formerly known as U.S. Bank National Association), as Trustee, filed as Exhibit [removed: 4.2] [added: 4.1] to the Registrant’s Current Report on Form 8-K dated [removed: May 20, 2019,] [added: March 27, 2020,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465919030510/a19-10141_1ex4d2.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465920039548/tm209312d5_ex4-1.htm)] |

| [removed: 4.13] [added: 4.14] | ​ | [Form of Note for [removed: 3.900%] [added: 4.200%] Senior Notes due [removed: 2029,] [added: 2030,] included in Exhibit [removed: 4.2] [added: 4.1] to the Registrant’s Current Report on Form 8-K dated [removed: May 20, 2019,] [added: March 27, 2020,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000110465919030510/a19-10141_1ex4d2.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465920039548/tm209312d5_ex4-1.htm)] |

| [removed: 4.14] [added: 4.12] | ​ | [Description of Capital Stock Exchange Act Section 12 Registered Securities of O’Reilly Automotive, Inc., filed as Exhibit 4.20 to the Registrant’s Annual Shareholders’ Report on Form 10-K dated February 28, 2020, is incorporated herein by this reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817320000007/orly-20191231ex4201f7d0d.htm) |

| 4.15 | ​ | [removed: [Second] [added: [Third] Supplemental Indenture, dated as of [removed: March 27,] [added: September 23,] 2020, by and between O’Reilly Automotive, Inc. and U.S. Bank Trust Company National Association (formerly known as U.S. Bank National Association), as Trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: March 27,] [added: September 23,] 2020, is incorporated herein by this [removed: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465920039548/tm209312d5_ex4-1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465920107816/tm2031416d1_ex4-1.htm)] |

| 4.16 | ​ | [Form of Note for [removed: 4.200%] [added: 1.750%] Senior Notes due [removed: 2030,] [added: 2031,] included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: March 27,] [added: September 23,] 2020, is incorporated herein by this [removed: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465920039548/tm209312d5_ex4-1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465920107816/tm2031416d1_ex4-1.htm)] |

| 4.17 | ​ | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated as of [removed: September 23, 2020,] [added: June 15, 2022,] by and between O’Reilly Automotive, Inc. and U.S. Bank Trust [removed: Company National Association (formerly known as U.S. Bank] [added: Company,] National [removed: Association),] [added: Association,] as Trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: September 23, 2020,] [added: June 15, 2022,] is incorporated herein by this [removed: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465920107816/tm2031416d1_ex4-1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465922071487/tm2218375d1_ex4-1.htm)] |

| 4.18 | ​ | [Form of Note for [removed: 1.750%] [added: 4.700%] Senior Notes due [removed: 2031,] [added: 2032,] included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: September 23, 2020,] [added: June 15, 2022,] is incorporated herein by this [removed: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465920107816/tm2031416d1_ex4-1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465922071487/tm2218375d1_ex4-1.htm)] |

| 4.19 | ​ | [removed: [Fourth] [added: [Fifth] Supplemental Indenture, dated [removed: as of June 15, 2022,] [added: November 20, 2023,] by and between O’Reilly Automotive, Inc. and U.S. Bank Trust Company, National Association, as Trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: June 15, 2022,] [added: November 20, 2023,] is incorporated herein by this [removed: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465922071487/tm2218375d1_ex4-1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465923119906/tm2330979d1_ex4-1.htm)] |

| 4.20 | ​ | [Form of Note for [removed: 4.700%] [added: 5.750%] Senior Notes due [removed: 2032,] [added: 2026,] included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated [removed: June 15, 2022,] [added: November 20, 2023,] is incorporated herein by this [removed: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465922071487/tm2218375d1_ex4-1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465923119906/tm2330979d1_ex4-1.htm)] |

| 10.8 (a) | ​ | [O’Reilly Automotive, Inc. 2009 Incentive Plan, filed as Annex B to the Registrant’s Proxy Statement for 2009 Annual Meeting of Shareholders on Schedule 14A dated March 20, 2009, is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000119312509059518/ddef14a.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000119312509059518/ddef14a.htm)] |

| 10.16 (a) | ​ | [Form of [removed: O’Reilly Automotive, Inc. Executive Incentive Compensation Clawback Policy Acknowledgment,] [added: Change in Control Severance Agreement] between O’Reilly [removed: Automotive, Inc.] and certain O’Reilly [removed: Automotive, Inc.] Executive Officers, filed as Exhibit [removed: 10.1] [added: 10.2] to the Registrant’s Current Report on Form 8-K dated February 4, 2015, is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000089817315000042/orly-20150129xexhibit101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/898173/000089817315000042/orly-20150129xexhibit102.htm)] |

| [removed: 10.17 (a)] [added: 10.25] | ​ | [Form of [removed: Change in Control Severance] [added: Commercial Paper Dealer] Agreement between O’Reilly [added: Automotive, Inc., an issuer,] and [removed: certain O’Reilly Executive Officers,] [added: the applicable Dealer party,] filed as Exhibit [removed: 10.2] [added: 10.1] to the Registrant’s Current Report on Form 8-K dated [removed: February 4, 2015,] [added: August 9, 2023,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000089817315000042/orly-20150129xexhibit102.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817323000047/orly-20230809xex10d1.htm)] |

| [removed: 10.18] [added: 10.17] (a) | ​ | [O’Reilly Automotive, Inc. 2017 Incentive Award Plan, filed as Annex A to the Registrant’s Proxy Statement for 2017 Annual Meeting of Shareholders on Schedule 14A dated March 24, 2017, is incorporated herein by this reference.](http://www.sec.gov/Archives/edgar/data/898173/000089817317000097/a2017definitiveproxystatem.htm) |

| [removed: 10.19] [added: 10.22] | ​ | [Credit Agreement, dated as of [removed: April 5, 2017,] [added: June 15, 2021,] among O’Reilly Automotive, Inc., [removed: as Borrower,] JPMorgan Chase Bank, N.A., as Administrative Agent, [removed: Swing Line Lender, Letter of Credit Issuer] and [removed: a Lender, and other] [added: the] lenders party thereto, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated [removed: April 11, 2017,] [added: June 16, 2021,] is incorporated herein by this [removed: reference.](http://www.sec.gov/Archives/edgar/data/898173/000089817317000105/orly-20170405xexhibit101xc.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817321000033/orly-20210615ex1015c1a6f.htm)] |

| [removed: 10.20] [added: 10.18] (a) | ​ | [O’Reilly Automotive, Inc. 2017 Incentive Award Plan, Form of Stock Option Grant Notice and Agreement, dated as of July 10, 2017, filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q dated August 7, 2017, is incorporated herein by this reference.](http://www.sec.gov/Archives/edgar/data/898173/000089817317000154/orly-20170630x10qexhibit103.htm) |

| [removed: 10.21] [added: 10.19] (a) | ​ | [O’Reilly Automotive, Inc. 2017 Incentive Award Plan, Second Form of Stock Option Agreement, dated as of August 6, 2020, filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q dated August 7, 2020, is incorporated herein by this reference.](https://www.sec.gov/Archives/edgar/data/898173/000155837020009976/orly-20200630ex103d71333.htm) |

| [removed: 10.22] [added: 10.20] (a) | ​ | [O’Reilly Automotive, Inc. 2017 Incentive Award Plan, Form of Director Restricted Stock Agreement, filed as Exhibit 10.19 to the Registrant’s Annual Shareholders’ Report on Form 10-K dated February 28, 2020, is incorporated herein by this reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817320000007/orly-20191231ex101926dba.htm) |

| [removed: 10.23] [added: 10.21] (a) | ​ | [O’Reilly Automotive, Inc. Deferred Compensation Plan, as amended and restated effective as of January 1, 2021, filed as Exhibit 10.23 to the Registrant’s Annual Shareholders’ Report on Form 10-K dated February 26, 2021, is incorporated herein by this reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817321000012/orly-20201231ex102348531.htm) |

| [removed: 10.24 (a)] [added: 10.23 *] | ​ | [removed: [Credit] [added: [First Amendment to the Credit] Agreement, dated as of [removed: June 15, 2021,] [added: March 6, 2023,] among O’Reilly Automotive, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto, filed as Exhibit 10.1 to the Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] dated [removed: June 16, 2021,] [added: May 9, 2023,] is incorporated herein by this [removed: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817321000033/orly-20210615ex1015c1a6f.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817323000029/orly-20230331xex10d1.htm)] |

| 21.1 | ​ | [Subsidiaries of the Registrant, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817323000011/orly-20221231xex21d1.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex21d1.htm)] |

| 23.1 | ​ | [Consent of Ernst & Young LLP, independent registered public accounting firm, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817323000011/orly-20221231xex23d1.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex23d1.htm)] |

| 31.1 | ​ | [Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817323000011/orly-20221231xex31d1.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex31d1.htm)] |

| 31.2 | ​ | [Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817323000011/orly-20221231xex31d2.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex31d2.htm)] |

| 10.24 (a) | ​ | [O’Reilly Automotive, Inc. 2009 Stock Purchase Plan, as Amended and Restated May 4, 2016, and further Amended and Restated May 18, 2023, filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q dated August 8, 2023, is incorporated herein by this reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817323000044/orly-20230630xex10d2.htm) |

| 10.26 | ​ | [Underwriting Agreement, dated as of November 13, 2023, by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC and Truist Securities, Inc., as the representatives of the underwriters named on Schedule 1 thereto, filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K dated November 13, 2023, is incorporated herein by this reference.](https://www.sec.gov/Archives/edgar/data/898173/000110465923118196/tm2320019d5_ex1-1.htm) |

| 97.1 | ​ | [O’Reilly Automotive, Inc. 2014 Executive Incentive Compensation Clawback Policy, as Amended and Restated November 10, 2023, filed herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex97d1.htm) |

| 97.2 (a) | ​ | [Form of O’Reilly Automotive, Inc. Executive Incentive Compensation Clawback Policy Acknowledgement, between O’Reilly Automotive, Inc. and O’Reilly Automotive, Inc. Executive Officers, filed herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex97d2.htm) |

| * | ​ | Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. |

| ​ | By: | /s/ | Brad Beckham | ​ |

| ​ | ​ | Brad Beckham | | ​ |

| ​ | /s/ | Brad Beckham | ​ | /s/ | Jeremy A. Fletcher |

| ​ | Brad Beckham | | ​ | Jeremy A. Fletcher | |

| ​ | By: | /s/ | Gregory D. Johnson | ​ |

| ​ | ​ | Gregory D. Johnson | | ​ |

| ​ | /s/ | Gregory D. Johnson | ​ | /s/ | Jeremy A. Fletcher |

| ​ | Gregory D. Johnson | | ​ | Jeremy A. Fletcher | |