O'Reilly Automotive (ORLY) 10-K risk factor changes: FY2024 vs FY2023

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 [removed: we need, or if counterparties to our credit facilities do not perform their obligations, our business, results of operations, financial condition, and cash flows could be adversely affected.]

[added: 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.

[removed: 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 condition, and cash flows.

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, social, and governance goals, could also jeopardize our reputation and [added: 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.]

[removed: These efforts can result in significant potential risks,] including failure of the systems to operate as designed, potential loss or corruption of data, incurring more costs than expected, or implementation delays or errors, and may result in operational challenges, security control failures, reputational harm, and increased costs, all of which could have a material adverse impact on our results of operations, financial condition, and cash flows.

The methods used to obtain unauthorized access are constantly evolving and may be difficult to anticipate or detect for long periods of [added: time.]

We cannot be sure that our growth plans for [removed: 2024] [added: 2025] and beyond will be achieved.

We are, and in the future may become, involved in lawsuits, [added: including litigation relating to motor vehicle accidents incurred through the operation of our large vehicle fleet,] regulatory inquiries, and governmental and other legal proceedings, arising out of the ordinary course of our business.

[removed: New tax laws, statutes, rules, regulations, or ordinances could harm our business operations, results of operations, and financial condition, and] [added: In addition,] existing [removed: tax] laws, statutes, rules, regulations, or [removed: ordinances] [added: ordinances, including those related to tax,] could be interpreted, changed, modified, or applied adversely to us, which could adversely impact our costs directly or indirectly through our suppliers and have a material adverse effect on our business, results of operations, financial condition, and cash flows.

Item [removed: 1C.][added: 1C. Cybersecurity]

To date, the Company is not aware of [added: risks from cybersecurity threats, including as a result of] any [added: previous] cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, our business strategies, results of operations, financial condition, or cash flows.

Our cybersecurity program is [removed: informed] [added: guided] by industry-wide recognized standards, [removed: such as] [added: including] The National Institute of Standards and Technology (NIST) Cybersecurity Framework.

| | ● | [removed: Multi-factor] [added: Identity security to include multi-factor] authentication. |

The Audit Committee is composed of Board members with [removed: diverse] [added: a broad range of] expertise, including risk management, technology, and finance experience, which provides them with the necessary qualifications to effectively oversee cybersecurity risks.

The Audit Committee receives on a quarterly basis, or as needed, comprehensive updates from management on cybersecurity risks, including risk assessments, cybersecurity maturity assessments, progress of risk reduction initiatives, enhancements [removed: to cybersecurity programs and initiatives, business continuity planning, PCI compliance, any relevant internal or industry cybersecurity incidents, and compliance with regulatory requirements and industry standards, as applicable.]

A cross-functional Compliance Committee comprised of O’Reilly executive and senior leadership, including our Chief Information Officer (“CIO”), [removed: have] [added: has] responsibility for assessing and managing material cybersecurity risks and oversees our enterprise security, privacy, and risk priorities, including ensuring alignment on security decisions across the Company.

Of the [removed: 6,157] [added: 6,378] stores we operated at December 31, [removed: 2023, 2,544] [added: 2024, 2,658] stores were owned, [removed: 3,543] [added: 3,650] stores were leased from unaffiliated parties, [removed: 50 of which were located in Mexico,] and 70 stores were leased from entities that include one or more of our affiliated directors or members of their immediate family.

Such master lease agreements with [removed: three] [added: two] of the five affiliated entities have been modified to extend the term of the lease agreement for specific stores.

The master lease agreements or modifications thereto expire on dates ranging from [removed: April 30, 2024,] [added: February 28, 2025,] to December 31, 2029.

See Note [removed: 15] [added: 17] “Related Parties” to the Consolidated Financial Statements for further information on master lease agreements.

The following table provides information regarding our [removed: regional] DCs in operation as of December 31, [removed: 2023:][added: 2024:]

| Distribution center | ​ | Owned | ​ | [removed: 22] [added: 23] | | [removed: 9,727,584] [added: 10,129] |

| Distribution center | ​ | Leased (2) | ​ | 8 | | [removed: 2,853,583] [added: 3,155] |

In addition, we operate [removed: six] [added: 11] satellite warehouses in [removed: Mexico;] [added: Mexico and Canada;] these facilities do not [removed: serve domestic] [added: provide regular stock order replenishment to] stores and are immaterial in the aggregate.

Our corporate office operations occur primarily in Springfield, Missouri, and as of December 31, [removed: 2023,] [added: 2024,] the total square footage for our corporate office operations was 0.6 million square feet, substantially all of which was owned.

we need, or if counterparties to our credit facilities do not perform their obligations, our business, results of operations, financial condition, and cash flows could be adversely affected.

Such a disruption of these systems,

These efforts can result in significant potential risks,

New laws, statutes, rules, regulations, or ordinances, including as a result of executive orders, could harm our business, results of operations, and financial condition.

to cybersecurity programs and initiatives, business continuity planning, PCI compliance, any relevant internal or industry cybersecurity incidents, and compliance with regulatory requirements and industry standards, as applicable.

| Total | ​ | ​ | ​ | 31 | | 13,284 |

| (2) | Terms expiring on dates ranging from December 31, 2027, to August 31, 2042. |

During 2024, we relocated our Springfield DC and Atlanta DC to larger more efficient facilities, which increased store servicing capabilities, and we completed the conversion of our North Little Rock DC facility into a large Hub.

Further enhancing our distribution capabilities, we plan to open a new DC in Stafford, Virginia in 2025, adding additional store servicing capabilities to our distribution network.

Including our planned DC expansion project discussed above, our total DC network provides a growth capacity of

approximately 500 to 650 domestic stores.

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.

Cybersecurity

| Total | ​ | ​ | ​ | 30 | | 12,581,167 |

| (2) | Terms expiring on dates ranging from October 31, 2024, to June 30, 2035. |

Further enhancing our distribution capabilities in 2024, we plan to relocate our Springfield DC and Atlanta DC to larger, more efficient facilities that will increase store servicing capabilities.

The ideal store servicing capability of our existing 29 U.S. DCs is approximately 6,125 stores; including our planned DC relocation projects discussed above, our total DC network provides a growth capacity of approximately 150 to 300 domestic stores.

| | ● | our results of operations for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022;] [added: 2023;] |

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

As of December 31, [removed: 2023,] [added: 2024,] we operated [removed: 6,095] [added: 6,265] stores in 48 U.S. states and Puerto [removed: Rico] [added: Rico, 87 stores in Mexico,] and [removed: 62] [added: 26] stores in [removed: Mexico.][added: Canada.]

_Number of Miles [removed: Driven_][added: Driven:_]

_Size and Age of the Vehicle [removed: Fleet_][added: Fleet:_]

As reported by the Auto Care Association, the total number of registered vehicles increased [removed: 13.9%] [added: 14.2%] from [removed: 2012] [added: 2013] to [removed: 2022,] [added: 2023,] bringing the number of light vehicles on the road to [removed: 283] [added: 284] million by the end of [removed: 2022.][added: 2023.]

For the year ended December 31, [removed: 2023,] [added: 2024,] the seasonally adjusted annual rate of light vehicle sales in the U.S. (“SAAR”) was approximately [removed: 15.8] [added: 16.8] million vehicles, contributing to the continued growth in the total number of registered vehicles on the road.

From [removed: 2012] [added: 2013] to [removed: 2022,] [added: 2023,] 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: 9.9%,] [added: 10.6%,] from [removed: 11.1] [added: 11.3] years in [removed: 2012] [added: 2013] to [removed: 12.2] [added: 12.5] years in [removed: 2022.][added: 2023.]

| Year ended December 31, | | [added: 2024 | |] 2023 | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 | | [removed: 2014 | |]

| Percentage increase in comparable store sales (a)(b) | | [removed: 7.9] [added: 2.9] | % | [added: 7.9 | % |] 6.4 | % | 13.3 | % | 10.9 | % | 4.0 | % | 3.8 | % | 1.4 | % | 4.8 | % | 7.5 | % | [removed: 6.0 | % |]

| Sales ($) | | [removed: 15,812,250] [added: 16,708,479] | | [added: 15,812,250 | |] 14,409,860 | | 13,327,563 | | 11,604,493 | | 10,149,985 | | 9,536,428 | | 8,977,726 | | 8,593,096 | | 7,966,674 | | [removed: 7,216,081 | |]

| Gross profit | | [removed: 8,104,803] [added: 8,554,489] | | [added: 8,104,803 | |] 7,381,706 | | 7,019,949 | | 6,085,692 | | 5,394,691 | | 5,039,966 | | 4,720,683 | | 4,509,011 | | 4,162,643 | | [removed: 3,708,901 | |]

| Operating income | | [removed: 3,186,376] [added: 3,251,157] | | [added: 3,186,376 | |] 2,954,491 | | 2,917,168 | | 2,419,336 | | 1,920,726 | | 1,815,184 | | 1,725,400 | | 1,699,206 | | 1,514,021 | | [removed: 1,270,374 | |]

| Net income ($) (c)(d) | | [removed: 2,346,581] [added: 2,386,680] | | [added: 2,346,581 | |] 2,172,650 | | 2,164,685 | | 1,752,302 | | 1,391,042 | | 1,324,487 | | 1,133,804 | | 1,037,691 | | 931,216 | | [removed: 778,182 | |]

| Earnings per share – basic ($) | | [removed: 38.80] [added: 40.91] | | [added: 38.80 | |] 33.75 | | 31.39 | | 23.74 | | 18.07 | | 16.27 | | 12.82 | | 10.87 | | 9.32 | | [removed: 7.46 | |]

| Earnings per share – assuming dilution ($) (c)(d) | | [removed: 38.47] [added: 40.66] | | [added: 38.47 | |] 33.44 | | 31.10 | | 23.53 | | 17.88 | | 16.10 | | 12.67 | | 10.73 | | 9.17 | | [removed: 7.34 | |]

| Total assets ($) [removed: (e)] | | [removed: 13,872,995] [added: 14,893,741] | | [added: 13,872,995 | |] 12,627,979 | | 11,718,707 | | 11,596,642 | | 10,717,160 | | 7,980,789 | | 7,571,885 | | 7,204,189 | | 6,676,684 | | [removed: 6,532,083 | |]

| Total debt ($) [removed: (e)] | ​ | [removed: 5,570,125] [added: 5,520,932] | | [added: 5,570,125 | |] 4,371,653 | | 3,826,978 | | 4,123,217 | | 3,890,527 | | 3,417,122 | | 2,978,390 | | 1,887,019 | | 1,390,018 | | [removed: 1,388,422 | |]

| Shareholders’ (deficit) equity ($) (c) | | [removed: (1,739,278)] [added: (1,370,961)] | | [added: (1,739,278) | |] (1,060,752) | | (66,423) | | 140,258 | | 397,340 | | 353,667 | | 653,046 | | 1,627,136 | | 1,961,314 | | [removed: 2,018,418 | |]

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

| Accounts payable to inventory [removed: (g)] [added: (f)] | | [removed: 130.8] [added: 128.0] | % | [added: 130.8 | % |] 134.9 | % | 127.4 | % | 114.5 | % | 104.4 | % | 105.7 | % | 106.0 | % | 105.7 | % | 99.1 | % | [removed: 94.6 | % |]

| Cash provided by operating activities ($) [removed: (h)] [added: (g)] | | [removed: 3,034,084] [added: 3,049,576] | | [added: 3,034,084 | |] 3,148,250 | | 3,207,310 | | 2,836,603 | | 1,708,479 | | 1,727,555 | | 1,403,687 | | 1,510,713 | | 1,345,488 | | [removed: 1,190,430 | |]

| Capital expenditures ($) | | [removed: 1,006,264] [added: 1,023,387] | | [added: 1,006,264 | |] 563,342 | | 442,853 | | 465,579 | | 628,057 | | 504,268 | | 465,940 | | 476,344 | | 414,020 | | [removed: 429,987 | |]

| Free cash flow ($) [removed: (h)(i)] [added: (g)(h)] | | [removed: 1,987,720] [added: 1,987,808] | | [added: 1,987,720 | |] 2,371,123 | | 2,548,922 | | 2,189,995 | | 1,020,649 | | 1,188,584 | | 889,059 | | 978,375 | | 868,390 | | [removed: 760,443 | |]

| Number of Team Members at year end | | [removed: 90,189] [added: 93,176] | | [added: 90,189 | |] 87,377 | | 82,852 | | 77,654 | | 82,484 | | 78,882 | | 75,552 | | 74,580 | | 71,621 | | [removed: 67,569 | |]

| Total number of stores at year end [removed: (j)(k)] [added: (i)(j)(k)] | | [removed: 6,157] [added: 6,378] | | [added: 6,157 | |] 5,971 | | 5,784 | | 5,616 | | 5,460 | | 5,219 | | 5,019 | | 4,829 | | 4,571 | | [removed: 4,366 | |]

| Number of domestic stores at year end [removed: (j)] [added: (i)] | ​ | [removed: 6,095] [added: 6,265] | | [added: 6,095 | |] 5,929 | | 5,759 | | 5,594 | | 5,439 | | 5,219 | | 5,019 | | 4,829 | | 4,571 | | [removed: 4,366 | |]

| Number of Mexico stores at year end [removed: (k)] [added: (j)] | ​ | [removed: 62] [added: 87] | | [added: 62 | |] 42 | | 25 | | 22 | | 21 | | — | | — | | — | | — | | [removed: — | |]

| Store square footage at year end (a)(l) | ​ | [removed: 46,681] [added: 48,809] | | [added: 46,681 | |] 44,604 | | 43,185 | | 41,668 | | 40,227 | | 38,455 | | 36,685 | | 35,123 | | 33,148 | | [removed: 31,591 | |]

| Sales per weighted-average store ($) (a)(m) | | [removed: 2,578] [added: 2,642] | | [added: 2,578 | |] 2,415 | | 2,298 | | 2,057 | | 1,881 | | 1,842 | | 1,807 | | 1,826 | | 1,769 | | [removed: 1,678 | |]

| Sales per weighted-average square foot ($) (a)(l)(n) | | [removed: 340] [added: 342] | | [added: 340 | |] 322 | | 307 | | 277 | | 255 | | 251 | | 248 | | 251 | | 244 | | [removed: 232 | |]

| (a) | Represents O’Reilly’s U.S. [added: and Puerto Rico] operations only. |

| (b) | Comparable store sales are calculated based on the change in sales of U.S. stores open at least one year and excludes sales of specialty machinery, sales to independent parts stores, sales to Team Members, and sales from Leap Day during the years ended December 31, [removed: 2020] [added: 2024, 2020,] and 2016. Online sales, resulting from ship-to-home orders and pick-up-in-store orders for U.S. stores open at least one year are included in the comparable store sales calculation. |

| [removed: (e)] [added: (g)] | Certain prior period amounts have been reclassified to conform to current period presentation, due to the Company’s adoption of [added: a] new accounting [removed: standards] [added: standard] during the [removed: fourth] [added: first] quarter ended [removed: December] [added: March] 31, [removed: 2015.] [added: 2017.] See Note 1 “Summary of Significant Accounting Policies” to the Consolidated Financial Statements of the annual report on Form 10-K for the year ended December 31, [removed: 2015,] [added: 2017,] for more information. |

| [removed: (f)] [added: (e)] | Inventory turnover is calculated as cost of goods sold for the last 12 months divided by average inventory. Average inventory is calculated as the average of inventory for the trailing four quarters used in determining the denominator. |

| [removed: (g)] [added: (f)] | Accounts payable to inventory is calculated as accounts payable divided by inventory. |

| [removed: (i)] [added: (h)] | Free cash flow is calculated as net cash provided by operating activities less capital expenditures, excess tax benefit from share-based compensation payments, and [removed: investment] [added: (return of)/investment] in tax credit equity investments for the period. |

| [removed: (j)] [added: (i)] | In 2016 and 2018, the Company acquired materially all assets of Bond Auto Parts (“Bond”) and Bennett Auto Supply, Inc. (“Bennett”), respectively. After the close of business on December 31, 2018, the Company acquired substantially all of the non-real estate assets of Bennett, including 33 stores that were not included in the 2018 store count and were not operated by the Company in 2018, but beginning January 1, 2019, the operations of the acquired Bennett locations were included in the Company’s store count, and during the year ended December 31, 2019, the Company merged 13 of these acquired Bennett stores into existing O’Reilly locations and rebranded the remaining 20 Bennett stores as O’Reilly stores. Financial results for these acquired companies have been included in the Company’s consolidated financial statements from the dates of the acquisitions forward. |

| [removed: (k)] [added: (j)] | In 2019, the Company acquired Mayoreo de Autopartes y Aceites, S.A. de C.V. (“Mayasa”), which added 21 stores to the O’Reilly store count. Financial results for this acquired company have been included in the Company’s consolidated financial statements beginning from the date of the acquisition. |

According to the U.S. Department of Transportation, the number of total miles driven in the U.S. increased 0.9% and 2.1% in 2022, and 2023, respectively, and year-to-date through November of 2024, miles driven increased 1.0%.

| Number of Canada stores at year end (k) | ​ | 26 | | — | | — | | — | | — | | — | | — | | — | | — | | — | |

| (k) | In January of 2024, the Company acquired Groupe Del Vasto (“Vast Auto”), which added 23 stores to the O’Reilly store count. Financial results for this acquired company have been included in the Company’s consolidated financial statements beginning from the date of the acquisition. |

| ​ | | 2024 | | ​ | 2023 | |

2024 Compared to 2023

Additionally, we began operating 23 stores in Canada from the Vast Auto acquisition during the year ended December 31, 2024.

of replacement parts is, on average, greater, which is a benefit to average ticket values.

The decrease in DIY customer transaction counts was driven by decrease in repair frequency and pressured consumer spending on discretionary categories.

See Note 2 “Business Combination” to the Consolidated Financial Statements for further information concerning the recent acquisition of Vast Auto.

The increase in SG&A as a percentage of sales for the year ended December 31, 2024, was principally due to the self-insurance reserve adjustment, depreciation costs for accelerated refreshment of store related capital expenditures, and information technology investments.

Our provision for income taxes for the year ended December 31, 2024, was flat at $658 million compared to the same period in 2023.

“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, 2023, filed with

the Securities and Exchange Commission (the “SEC”) on February 28, 2024, 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.

| 2025 | ​ | $ | 425,625 | ​ | $ | 149,387 |

| 2026 | ​ | | 1,465,775 | ​ | | 54,048 |

| 2027 | ​ | | 912,950 | ​ | | 36,387 |

| 2028 | ​ | | 625,075 | ​ | | 21,591 |

| 2029 | ​ | ​ | 604,450 | ​ | | 10,153 |

| Thereafter | ​ | ​ | 2,598,500 | ​ | | 15,000 |

| Contractual cash obligations | ​ | $ | 6,632,375 | ​ | $ | 286,566 |

2024 Compared to 2023

However, such costs may be significantly lower where we lease, rather than purchase, the store site and higher where we build a Hub, as they require a larger inventory investment and are generally larger in size.

| ​ | ​ | | 2024 | | | 2023 | |

| GAAP net income | | ​ | $ | 2,386,680 | ​ | $ | 2,346,581 |

| Add: | Interest expense | ​ | | 222,548 | ​ | | 201,668 |

| ​ | Provision for income taxes | ​ | | 658,384 | ​ | | 658,169 |

| ​ | | ​ | 2024 | | ​ | 2023 | |

| Rent expense | | ​ | $ | 452,529 | ​ | $ | 424,815 |

We view our investments in Canadian subsidiaries as long-term.

The net asset exposure in the Canadian subsidiaries translated into U.S. dollars using the period-end exchange rates was $162.8 million, at December 31, 2024.

The year ended December 31, 2024, exchange rates of the Canadian dollar, relative to the U.S. dollar, weakened by approximately 7.9% from December 31, 2023.

The potential loss in value of our net assets in the Canadian subsidiaries resulting from a 10% change in quoted foreign currency exchange rates at December 31, 2024, would be approximately $14.8 million.

Any changes in our net assets in the Canadian subsidiaries relating to foreign currency exchange rates would be reflected in the financial statement through the foreign currency translation component of accumulated other comprehensive income, unless the Canadian subsidiaries are sold or otherwise disposed.

A 10% change in average exchange rates would not have had a material impact on our results of operations.

As permitted by guidance issued by the Securities and Exchange Commission, management excluded from its assessment of its system of internal control over financial reporting the operations associated with the acquisition of Groupe Del Vasto (“Vast Auto”), pursuant to a stock purchase agreement, which was completed after the close of business on January 22, 2024.

The acquired operations were included in the consolidated financial statements of the Company, which constituted less than 2% of total assets as of December 31, 2024, and less than 1% of revenues and less than 1% of net income for the year ended December 31, 2024.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Groupe del Vasto, Inc. (Vast Auto), which is included in the 2024 consolidated financial statements of the Company and constituted less than 2% of total assets as of December 31, 2024 and less than 1% of revenues and less than 1% of net income for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Vast Auto.

February 28, 2025

February 28, 2025

According to the U.S. Department of Transportation, the number of total miles driven in the U.S. decreased 13.2% in 2020, as a result of responses to the coronavirus pandemic, including work from home arrangements and reduced travel.

Miles driven improved and increased 11.2% in 2021, and continued to improve and increased 0.9% in 2022, and in 2023, returned to more typical levels with an increase of 2.1%.

| (h) | Certain prior period amounts have been reclassified to conform to current period presentation, due to the Company’s adoption of a new accounting standard during the first quarter ended March 31, 2017. See Note 1 “Summary of Significant Accounting Policies” to the Consolidated Financial Statements of the annual report on Form 10-K for the year ended December 31, 2017, for more information. |

(1) Each percentage of sales amount is calculated independently and may not compute to presented totals.

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.

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.

The decrease in our effective tax rate for the year ended December 31, 2023, primarily was the result of higher excess tax benefits from share-based compensation.

2022 Compared to 2021

| ​ | ​ | December 31, 2023 | | | | |

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

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

| 2027 | ​ | | 887,950 | ​ | | 13,880 |

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

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

| Contractual cash obligations | ​ | $ | 6,633,900 | ​ | $ | 225,740 |

_2022 Compared to 2021:_

Valuation of Long-Lived Assets:

We evaluate the carrying value of finite and indefinite long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of these assets might exceed their current fair values.

As a component of the finite long-lived assets evaluation, we review performance at the store level to identify any stores with indicators of impairment that should be considered for impairment.

A potential impairment has occurred if the projected future undiscounted cash flows realized from the best possible use of the asset group are less than the carrying value of the asset group.

The estimate of cash flows includes management’s assumptions of cash inflows and outflows directly resulting from the use of that asset group in operations.

If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds the fair value of the asset groups.

As a component of the indefinite long-lived assets evaluation, we perform a qualitative assessment to determine if events or circumstances that could affect the inputs used to determine the fair value of the intangible asset have occurred, as well as if they continue to support an indefinite useful life.

Areas evaluated include changes in cost factors such as raw materials or labor, financial performance including declining revenues or cash flows, the legal, regulatory, and political environment, and other industry and market considerations, including the competitive environment and changes in product demand.

If events or market conditions exist that would more likely than not indicate that impairment may be necessary, a detailed quantitative assessment would be performed.

Based on our qualitative assessment, we do not believe there has been a change of events or circumstances that would indicate that a calculation of fair value of indefinite long-lived assets is required as of December 31, 2023.

Our impairment analyses contain estimates due to the inherently judgmental nature of forecasting long-term estimated cash flows and determining the ultimate useful lives and fair values of the assets.

Actual results could differ from these estimates, which could materially impact our impairment assessment.

| ​ | | ​ | February 28, 2024 | |

February 28, 2024

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.

| 62,353,221 as of December 31, 2022 | ​ | ​ | 591 | ​ | | 624 |

| Balance at December 31, 2020 | | 71,123 | ​ | $ | 711 | ​ | $ | 1,280,841 | ​ | $ | (1,139,139) | ​ | $ | (2,155) | ​ | $ | 140,258 |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 2,164,685 | ​ | | — | ​ | | 2,164,685 |

| Share repurchases, including fees | | (4,537) | ​ | | (45) | ​ | | (84,655) | ​ | | (2,391,348) | ​ | | — | ​ | | (2,476,048) |

| Other | ​ | | (3,211) | ​ | | (3,164) | ​ | | (1,928) |

| Cash and cash equivalents at end of the period | ​ | $ | 279,132 | ​ | $ | 108,583 | ​ | $ | 362,113 |

December 31, 2023

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

| [added: ​ | ​ |] Emerging growth company ☐ | [removed: ​ | ​ |]

At June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the voting stock held by non-affiliates of the Company was [removed: $48,266,172,701] [added: $51,078,214,227] based on the last price of the common stock reported by The Nasdaq Global Select Market.

At February [removed: 19, 2024,] [added: 24, 2025,] an aggregate of [removed: 59,036,585] [added: 57,272,442] shares of common stock of the registrant were outstanding.

Portions of the definitive proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2023,] [added: 2024,] are incorporated by reference into Part III.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

| [Item 3.](#Item3LegalProceedings_233756) | [Legal Proceedings](#Item3LegalProceedings_233756) | [removed: 25] [added: 26] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures about Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 40] [added: 39] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 41] [added: 40] |

| [Item [removed: 16](#Item16Form10KSummary_792487)] [added: 16](#Item16Form10KSummary_792487).] | [Form 10-K Summary](#Item16Form10KSummary_792487) | [removed: 80] [added: 81] |

Such statements are subject to risks, uncertainties, and assumptions, including, but not limited to, the economy in general; inflation; consumer debt levels; product demand; a public health crisis; the market for auto parts; competition; weather; [added: trade disputes, including the imposition of new or increased] tariffs; availability of key products and supply chain disruptions; business interruptions, including terrorist activities, war and the threat of war; failure to protect our brand and reputation; challenges in international markets; volatility of the market price of our common stock; our increased debt levels; credit ratings on public debt; damage, failure, or interruption of information technology systems, including information security and cyber-attacks; historical growth rate sustainability; our ability to hire and retain qualified employees; risks associated with the performance of acquired businesses; and governmental regulations.

Please refer to the “Risk Factors” section in this annual report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] and subsequent Securities and Exchange Commission filings, for additional factors that could materially affect our financial performance.

At December 31, [removed: 2023,] [added: 2024,] we operated [removed: 6,095] [added: 6,265] stores in 48 states in the United States and Puerto [removed: Rico] [added: Rico, 87 stores in Mexico,] and [removed: 62] [added: 26] stores in [removed: Mexico.][added: Canada.]

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

For more than [removed: 40] [added: 45] years, we have established a track record of effectively serving, at a high level, both DIY and professional service provider customers.

In [removed: 2023,] [added: 2024,] we derived approximately [removed: 53%] [added: 52%] of our sales from our DIY customers and approximately [removed: 47%] [added: 48%] of our sales from our professional service provider customers.

We believe we will continue to have a competitive advantage on the professional service provider portion of our business, due to our systems, knowledge, industry-leading parts availability, and experience serving the professional service provider side of the automotive aftermarket, augmented by our approximately [removed: 775] [added: 810] full-time sales staff dedicated solely to calling upon and servicing the professional service provider customer.

| | ● | online ordering for our professional customers through our proprietary professional customer [removed: platform, www.FirstCallOnline.com,] [added: platforms, www.OReillyPro.com and our O’Reilly Pro mobile application,] with local delivery available; and |

| | ● | online ordering, featuring “chat with a parts professional,” parts look up assistance for our DIY customers through our retail platform, www.OReillyAuto.com, with convenient store locations for [removed: pick up in store] [added: pick-up-in-store] orders or home delivery. |

We currently operate [removed: 30 regional] [added: 31] DCs, which [removed: provide] [added: typically provides] our stores with same-day or overnight access to [removed: an average of 152,000] [added: over 153,000] stock keeping units (“SKUs”), many of which are hard-to-find items not typically stocked by other auto parts retailers.

To augment our robust distribution network, we operate a total of [removed: 385] [added: 396] Hub stores that also provide delivery service and same-day access to stores within the surrounding areas to an average of [removed: 52,000] [added: 55,000] SKUs, with Hubs in select markets carrying further enhanced inventory levels up to approximately [removed: 106,000] [added: 107,000] SKUs.

We have a strong management Team that has demonstrated the consistent ability to successfully execute our business plan and growth strategy by generating [removed: 31] [added: 32] consecutive years of record revenues and earnings and positive comparable store sales results since becoming a public company in April of 1993.

During [removed: 2023,] [added: 2024,] we opened [removed: 166] [added: 198] net, new [removed: domestic] stores and [removed: 20 new] [added: acquired 23] stores in [removed: Mexico.][added: Canada.]

In [removed: 2024,] [added: 2025,] we plan to open [removed: 190 to] 200 [added: to 210] net, new stores, which will increase our penetration in existing markets and allow for expansion into new, contiguous markets.

| | (i) | constructing a new facility or renovating an existing [removed: one] [added: facility] on property we purchase or lease and stocking the new store with fixtures and inventory; |

While we have, and continue to face, aggressive competition in the more densely populated markets, we believe we have competed effectively, and are well positioned to continue to compete effectively, in such markets [removed: and] [added: in order] to achieve our goal of continued profitable sales growth within these markets.

During [removed: 2023,] [added: 2024,] we relocated [removed: 24] [added: 12] stores and performed minor to major updates or renovations to approximately [removed: 1,100] [added: 710] additional stores.

More than ever before, our customers’ purchase decisions are informed by a range of interactions, whether in-person, over the phone, or through a variety of digital channels, as they seek to find the professional parts knowledge and [removed: the] product availability they need to meet their automotive repair and maintenance needs.

We have long been known for excellent customer service and continue to grow the functionality and user-friendliness of our digital platforms, including [removed: www.OReillyAuto.com] [added: www.OReillyAuto.com, www.OReillyPro.com,] and [removed: www.FirstCallOnline.com,] [added: our O’Reilly Pro mobile application,] to enhance our customers’ shopping experience.

Many of our customers interact over multiple channels to research and complete a purchase, and the functionality and features of our digital [removed: sites] [added: properties] complement the outstanding customer service provided in our brick and mortar locations.

Our tradition for [removed: 67] [added: 68] years has been to treat all of our Team Members with honesty and respect and to commit significant resources to instill in them our “Live Green” culture, which emphasizes the importance of each Team Member’s contribution to the success of O’Reilly.

We are committed to providing a work environment that allows Team Members to feel highly valued and to be productive and effective in their jobs by maintaining an inclusive environment and healthy work/life balance, which we believe increases [removed: employee] [added: Team Member] engagement.

Our ongoing emphasis on [removed: diversity] [added: engagement] and inclusion, including our policies, recruitment and selection procedures, onboarding processes, and training efforts, positively builds upon our successful “promote from within” philosophy and growth strategies.

As of December 31, [removed: 2023,] [added: 2024,] our strong management Team was comprised of [removed: 241] [added: 251] senior managers who average 19 years of service, [removed: 329] [added: 310] corporate managers who average [removed: 15] [added: 13] years of service, and [removed: 616] [added: 637] district managers who average 14 years of service.

Each of our [removed: 616] [added: 637] district managers has general supervisory responsibility for an average of 10 stores, which provides our stores with strong operational support.

We believe our highly trained Team of Professional Parts People is essential in providing superior customer service [added: to both DIY and professional service provider customers.]

[removed: Diversity] [added: Engagement] and Inclusion:

We are committed to recruiting and building [removed: a diverse team] [added: strong teams] through [removed: inclusive] [added: our robust processes for] talent acquisition, ongoing leadership development, and [removed: actively identifying] [added: active identification of] emerging talent.

We firmly believe that promoting from within is a differentiator in [added: leveraging Team Member experience and] maximizing [removed: our diversity] [added: engagement] across the entire [removed: company.][added: Company.]

On January 22, 2024, the Company completed the previously announced strategic acquisition of Groupe Del Vasto (“Vast Auto”), an auto parts supplier headquartered in Montreal, Quebec, Canada.

At the time of the acquisition, Vast Auto operated two distribution centers and six satellite warehouses that support a network of 23 company-owned stores and thousands of independent jobber and professional customers across Eastern Canada.

At O’Reilly, we are committed to fostering a culture of engagement and inclusion where every individual’s voice is heard, valued, and respected.

We believe in celebrating and embracing the unique perspectives, experiences, and talents that each person brings.

We are dedicated to creating an environment that is free from discrimination, harassment, and bias, and where everyone has equal opportunities to thrive and succeed.

stores that average 15,900 square feet in size and carry an average of 55,000 SKUs, with Hubs in select markets carrying further enhanced inventory levels up to approximately 107,000 SKUs.

| Texas | ​ | 831 | ​ | 13.5 | % | ​ | 19 | | 8.5 | % | ​ | 850 | ​ | 13.3 | % | ​ | 13.3 | % |

| California | ​ | 589 | ​ | 9.6 | % | ​ | 15 | | 6.7 | % | ​ | 604 | ​ | 9.5 | % | ​ | 22.8 | % |

| Florida | ​ | 290 | ​ | 4.7 | % | ​ | 10 | | 4.4 | % | ​ | 300 | ​ | 4.7 | % | ​ | 27.5 | % |

| Georgia | ​ | 235 | ​ | 3.8 | % | ​ | 12 | | 5.3 | % | ​ | 247 | ​ | 3.9 | % | ​ | 31.4 | % |

| Illinois | ​ | 230 | ​ | 3.7 | % | ​ | 3 | | 1.4 | % | ​ | 233 | ​ | 3.7 | % | ​ | 35.1 | % |

| Ohio | ​ | 226 | ​ | 3.7 | % | ​ | 1 | | 0.5 | % | ​ | 227 | ​ | 3.6 | % | ​ | 42.3 | % |

| Missouri | ​ | 210 | ​ | 3.4 | % | ​ | 5 | | 2.2 | % | ​ | 215 | ​ | 3.4 | % | ​ | 45.7 | % |

| Tennessee | ​ | 203 | ​ | 3.3 | % | ​ | 4 | | 1.8 | % | ​ | 207 | ​ | 3.2 | % | ​ | 48.9 | % |

| Michigan | ​ | 189 | ​ | 3.1 | % | ​ | — | | — | % | ​ | 189 | ​ | 3.0 | % | ​ | 51.9 | % |

| Indiana | ​ | 170 | ​ | 2.8 | % | ​ | 4 | | 1.8 | % | ​ | 174 | ​ | 2.7 | % | ​ | 54.6 | % |

| Washington | ​ | 169 | ​ | 2.7 | % | ​ | — | | — | % | ​ | 169 | ​ | 2.6 | % | ​ | 57.2 | % |

| Alabama | ​ | 162 | ​ | 2.6 | % | ​ | 6 | | 2.6 | % | ​ | 168 | ​ | 2.6 | % | ​ | 59.8 | % |

| Arizona | ​ | 150 | ​ | 2.4 | % | ​ | 4 | | 1.8 | % | ​ | 154 | ​ | 2.4 | % | ​ | 62.2 | % |

| Louisiana | ​ | 148 | ​ | 2.4 | % | ​ | 4 | | 1.8 | % | ​ | 152 | ​ | 2.4 | % | ​ | 64.6 | % |

| Wisconsin | ​ | 141 | ​ | 2.3 | % | ​ | 3 | | 1.4 | % | ​ | 144 | ​ | 2.3 | % | ​ | 66.9 | % |

| Minnesota | ​ | 135 | ​ | 2.2 | % | ​ | 3 | | 1.4 | % | ​ | 138 | ​ | 2.2 | % | ​ | 69.1 | % |

| Oklahoma | ​ | 129 | ​ | 2.1 | % | ​ | 7 | | 3.2 | % | ​ | 136 | ​ | 2.1 | % | ​ | 71.2 | % |

| Arkansas | ​ | 122 | ​ | 2.0 | % | ​ | 7 | | 3.2 | % | ​ | 129 | ​ | 2.0 | % | ​ | 75.3 | % |

| Colorado | ​ | 123 | ​ | 2.0 | % | ​ | 4 | | 1.8 | % | ​ | 127 | ​ | 2.0 | % | ​ | 77.3 | % |

| Kentucky | ​ | 110 | ​ | 1.8 | % | ​ | 1 | | 0.5 | % | ​ | 111 | ​ | 1.7 | % | ​ | 79.0 | % |

| Kansas | ​ | 88 | ​ | 1.4 | % | ​ | 1 | | 0.5 | % | ​ | 89 | ​ | 1.4 | % | ​ | 82.0 | % |

| Mississippi | ​ | 86 | ​ | 1.4 | % | ​ | 1 | | 0.5 | % | ​ | 87 | ​ | 1.4 | % | ​ | 83.4 | % |

| Iowa | ​ | 83 | ​ | 1.3 | % | ​ | — | | — | % | ​ | 83 | ​ | 1.3 | % | ​ | 84.7 | % |

| Massachusetts | ​ | 58 | ​ | 0.9 | % | ​ | 4 | | 1.8 | % | ​ | 62 | ​ | 1.0 | % | ​ | 89.1 | % |

| Idaho | ​ | 55 | ​ | 0.9 | % | ​ | 3 | | 1.4 | % | ​ | 58 | ​ | 0.9 | % | ​ | 91.0 | % |

| Nebraska | ​ | 53 | ​ | 0.9 | % | ​ | 1 | | 0.5 | % | ​ | 54 | ​ | 0.8 | % | ​ | 91.8 | % |

| Pennsylvania | ​ | 47 | ​ | 0.8 | % | ​ | 1 | | 0.5 | % | ​ | 48 | ​ | 0.8 | % | ​ | 92.6 | % |

| New York | ​ | 31 | ​ | 0.5 | % | ​ | 16 | | 7.1 | % | ​ | 47 | ​ | 0.7 | % | ​ | 93.3 | % |

| Connecticut | ​ | 36 | ​ | 0.6 | % | ​ | 2 | | 0.9 | % | ​ | 38 | ​ | 0.6 | % | ​ | 93.9 | % |

| Hawaii | ​ | 19 | ​ | 0.3 | % | ​ | 2 | | 0.9 | % | ​ | 21 | ​ | 0.3 | % | ​ | 97.4 | % |

| Alaska | ​ | 16 | ​ | 0.2 | % | ​ | 1 | | 0.5 | % | ​ | 17 | ​ | 0.2 | % | ​ | 97.9 | % |

| Rhode Island | ​ | 16 | ​ | 0.2 | % | ​ | 1 | | 0.5 | % | ​ | 17 | ​ | 0.2 | % | ​ | 98.1 | % |

| Maryland | ​ | 1 | ​ | — | % | ​ | 2 | ​ | 0.9 | % | ​ | 3 | ​ | — | % | ​ | 98.1 | % |

| Total stores by state | ​ | 6,092 | ​ | 99.0 | % | ​ | 169 | ​ | 76.4 | % | ​ | 6,261 | ​ | 98.1 | % | ​ | ​ | ​ |

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.

to both DIY and professional service provider customers.

At O’Reilly, valuing diversity and inclusion is about creating an environment in which our Team Members feel included, respected, and have opportunities to do their best work and achieve their greatest potential.

We believe diversity within the workplace is crucial in running our business and building the best Team of Professional Parts People to serve our customers.

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

| Texas | ​ | 798 | ​ | 13.5 | % | ​ | 33 | | 19.9 | % | ​ | 831 | ​ | 13.6 | % | ​ | 13.6 | % |

| California | ​ | 579 | ​ | 9.8 | % | ​ | 10 | | 6.0 | % | ​ | 589 | ​ | 9.7 | % | ​ | 23.3 | % |

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

| Georgia | ​ | 233 | ​ | 3.9 | % | ​ | 2 | | 1.2 | % | ​ | 235 | ​ | 3.9 | % | ​ | 32.0 | % |

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

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

| Missouri | ​ | 207 | ​ | 3.5 | % | ​ | 3 | | 1.8 | % | ​ | 210 | ​ | 3.4 | % | ​ | 46.5 | % |

| Tennessee | ​ | 199 | ​ | 3.4 | % | ​ | 4 | | 2.4 | % | ​ | 203 | ​ | 3.3 | % | ​ | 49.8 | % |

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

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

| Washington | ​ | 165 | ​ | 2.8 | % | ​ | 4 | | 2.4 | % | ​ | 169 | ​ | 2.8 | % | ​ | 58.4 | % |

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

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

| Louisiana | ​ | 143 | ​ | 2.3 | % | ​ | 5 | | 3.1 | % | ​ | 148 | ​ | 2.4 | % | ​ | 66.0 | % |

| Wisconsin | ​ | 132 | ​ | 2.2 | % | ​ | 9 | | 5.4 | % | ​ | 141 | ​ | 2.3 | % | ​ | 68.3 | % |

| Minnesota | ​ | 131 | ​ | 2.2 | % | ​ | 4 | | 2.4 | % | ​ | 135 | ​ | 2.2 | % | ​ | 70.5 | % |

| Oklahoma | ​ | 125 | ​ | 2.1 | % | ​ | 4 | | 2.4 | % | ​ | 129 | ​ | 2.1 | % | ​ | 72.6 | % |

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

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

| Kentucky | ​ | 109 | ​ | 1.8 | % | ​ | 1 | | 0.6 | % | ​ | 110 | ​ | 1.8 | % | ​ | 80.5 | % |

| Kansas | ​ | 87 | ​ | 1.5 | % | ​ | 1 | | 0.6 | % | ​ | 88 | ​ | 1.4 | % | ​ | 83.5 | % |

| Mississippi | ​ | 85 | ​ | 1.4 | % | ​ | 1 | | 0.6 | % | ​ | 86 | ​ | 1.4 | % | ​ | 84.9 | % |

| Iowa | ​ | 83 | ​ | 1.4 | % | ​ | — | | — | % | ​ | 83 | ​ | 1.4 | % | ​ | 86.3 | % |

| Massachusetts | ​ | 58 | ​ | 1.0 | % | ​ | — | | — | % | ​ | 58 | ​ | 1.0 | % | ​ | 91.9 | % |

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

| Nebraska | ​ | 51 | ​ | 0.9 | % | ​ | 2 | | 1.2 | % | ​ | 53 | ​ | 0.9 | % | ​ | 93.7 | % |

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

| Connecticut | ​ | 30 | ​ | 0.5 | % | ​ | 6 | | 3.6 | % | ​ | 36 | ​ | 0.6 | % | ​ | 96.3 | % |

| 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 | % |

| Alaska | ​ | 16 | ​ | 0.3 | % | ​ | — | | — | % | ​ | 16 | ​ | 0.3 | % | ​ | 99.7 | % |

| Rhode Island | ​ | 15 | ​ | 0.3 | % | ​ | 1 | | 0.6 | % | ​ | 16 | ​ | 0.3 | % | ​ | 100.0 | % |

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

As of February [removed: 15, 2023,] [added: 13, 2025,] the Company had approximately [removed: 1,024,000] [added: 1,107,000] 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: 2023.][added: 2024.]

The following table identifies all repurchases during the fourth quarter ended December 31, [removed: 2023,] [added: 2024,] 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 [removed: May 23,] [added: November 16,] 2026, and November [removed: 16, 2026.] [added: 22, 2027.] No other share repurchase programs existed during the twelve months ended December 31, [removed: 2023.] [added: 2024.] See Note [removed: 10] [added: 12] “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: 2018,] [added: 2019,] 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: 2018 | | |] 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | [added: | 2024 | |]

| October 1, 2024, to October 31, 2024 | | 100 | ​ | $ | 1,177.24 | | 100 | ​ | $ | 850,341 |

| November 1, 2024, to November 30, 2024 | | 156 | ​ | | 1,201.48 | | 156 | ​ | | 2,663,071 |

| December 1, 2024, to December 31, 2024 | | 135 | ​ | | 1,236.50 | | 135 | ​ | $ | 2,495,691 |

| Total as of December 31, 2024 | | 391 | ​ | $ | 1,207.43 | | 391 | ​ | | |

| O’Reilly Automotive, Inc. | ​ | $ | 100 | ​ | $ | 103 | ​ | $ | 161 | ​ | $ | 193 | ​ | $ | 217 | ​ | $ | 271 |

| S&P 500 Retail Index | ​ | | 100 | ​ | | 145 | ​ | | 173 | ​ | | 112 | ​ | | 159 | ​ | | 210 |

| S&P 500 | ​ | $ | 100 | ​ | $ | 116 | ​ | $ | 148 | ​ | $ | 119 | ​ | $ | 148 | ​ | $ | 182 |

| 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 |

Not applicable.

There were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended December 31, [removed: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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: 2023.][added: 2024.]

Based on this assessment, management believes that as of December 31, [removed: 2023,] [added: 2024,] the Company’s internal control over financial reporting was effective based on those criteria.

None of the Company’s [removed: 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, [removed: 2023.][added: 2024.]

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.

Certain information required by Part III is incorporated by reference from the Company’s Proxy Statement on Schedule 14A for the [removed: 2024] [added: 2025] 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 Audit Committee currently consists of [removed: Jay D.][added: Thomas T.]

Weiss, [removed: 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 Act, and the requirements of The Nasdaq Stock Market Marketplace Rule 5605(c)(2).

The Company intends to disclose any amendments or waivers of its Code of Ethics pertaining to a director or executive officer on the Company’s website at the above-referenced address.

_Insider Trading Policy__:_

The Company maintains an Insider Trading Policy that applies to all of its directors, officers, and Team Members, which we believe is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations and listing standards.

As noted in the Insider Trading Policy, it is the also the Company’s policy to comply with applicable securities laws concerning trading in Company securities on the Company’s behalf.

The Insider Trading Policy is filed as Exhibit 19.1 to this annual report on Form 10-K.

Perlman, and Andrea M.

Burchfield, Thomas T.

Perlman, Maria A.

Sastre, Andrea M.

| | 1. | Financial Statements [removed: -] [added: –] O’Reilly Automotive, Inc. and Subsidiaries |

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: 2023,] [added: 2024,] are filed with this [removed: Annual Report] [added: annual report] in Part II, Item 8:

| | ● | [removed: _Management’s] [added: Management’s] Report on Internal Control over Financial [removed: Reporting_] [added: Reporting.] |

| | ● | [removed: _Report] [added: Report] of Independent Registered Public Accounting Firm – Internal Control over Financial [removed: Reporting_] [added: Reporting.] |

| | ● | [removed: _Report] [added: Report] of Independent Registered Public Accounting Firm – Financial [removed: Statements_] [added: Statements.] |

| | ● | [removed: _Consolidated] [added: Consolidated] Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022_] [added: 2023.] |

| | ● | [removed: _Consolidated] [added: Consolidated] Statements of Income for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021_] [added: 2022.] |

| | ● | [removed: _Consolidated] [added: Consolidated] Statements of Comprehensive Income for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021_] [added: 2022.] |

| | ● | [removed: _Consolidated] [added: Consolidated] Statements of Shareholders’ Equity for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021_] [added: 2022.] |

| | ● | [removed: _Consolidated] [added: Consolidated] Statements of Cash Flows for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021_] [added: 2022.] |

| | ● | [removed: _Notes] [added: Notes] to Consolidated Financial Statements for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021_] [added: 2022.] |

| | 2. | Financial Statement Schedules [removed: -] [added: –] O’Reilly Automotive, Inc. and Subsidiaries |

| 21.1 | ​ | [Subsidiaries of the Registrant, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex21d1.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817325000008/orly-20241231xex21d1.htm)] |

| 23.1 | ​ | [Consent of Ernst & Young LLP, independent registered public accounting firm, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex23d1.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817325000008/orly-20241231xex23d1.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/898173/000089817324000009/orly-20231231xex31d1.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817325000008/orly-20241231xex31d1.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/898173/000089817324000009/orly-20231231xex31d2.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817325000008/orly-20241231xex31d2.htm)] |

| 32.1 | ​ | [Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex32d1.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817325000008/orly-20241231xex32d1.htm)] |

| 32.2 | ​ | [Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex32d2.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817325000008/orly-20241231xex32d2.htm)] |

| 97.1 | ​ | [O’Reilly Automotive, Inc. 2014 Executive Incentive Compensation Clawback Policy, as Amended and Restated November 10, 2023, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex97d1.htm)] [added: as Exhibit 97.1 to the Registrant’s Annual Shareholders’ Report on Form 10-K dated February 28, 2023, is incorporated herein by this reference.](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 [removed: herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex97d2.htm)] [added: as Exhibit 97.2 to the Registrant’s Annual Shareholders’ Report on Form 10-K dated February 28, 2023, is incorporated herein by this reference.](https://www.sec.gov/Archives/edgar/data/898173/000089817324000009/orly-20231231xex97d2.htm)] |

| ​ | Date: | February 28, [removed: 2024] [added: 2025] | | ​ |

| Date: | February 28, [removed: 2024] [added: 2025] | | ​ | ​ | ​ |

| 4.21 | ​ | [Sixth Supplemental Indenture, dated as of August 19, 2024, 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 August 19, 2024, is incorporated herein by this reference.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000898173/000110465924090832/tm2418603d5_8k.htm) |

| 4.22 | ​ | [Form of Note for 5.000% Senior Notes due 2034, included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated August 19, 2024, is incorporated herein by this reference.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000898173/000110465924090832/tm2418603d5_8k.htm) |

| 10.27 | ​ | [Underwriting Agreement, dated as of August 12, 2024, by and among the Company and J.P. Morgan Securities LLC, BofA Securities, Inc. and U.S. Bancorp Investments, 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 August 12, 2024, is incorporated herein by this reference.](https://www.sec.gov/ix?doc=/Archives/edgar/data/898173/000110465924089048/tm2418603d2_8k.htm) |

| 19.1 | ​ | [Insider trading policy of O’Reilly Automotive, Inc., filed herewith.](https://www.sec.gov/Archives/edgar/data/898173/000089817325000008/orly-20241231xex19d1.htm) |

| ​ | /s/ | Larry O’Reilly | ​ | /s/ | Thomas T. Hendrickson |

| ​ | Larry O’Reilly | | ​ | Thomas T. Hendrickson | |

| ​ | /s/ | Gregory D. Johnson | ​ | /s/ | John R. Murphy |

| ​ | Gregory D. Johnson | | ​ | John R. Murphy | |

| ​ | ​ | ​ | | ​ |

| ​ | /s/ | Larry O’Reilly | ​ | /s/ | Jay D. Burchfield |

| ​ | Larry O’Reilly | | ​ | Jay D. Burchfield | |

| ​ | /s/ | Thomas T. Hendrickson | ​ | /s/ | John R. Murphy |

| ​ | Thomas T. Hendrickson | | ​ | John R. Murphy | |