O'REILLY AUTOMOTIVE, INC UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): August 23, 2023
O'Reilly Automotive, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
Missouri | | 000-21318 | | 27-4358837 |
(State or other jurisdiction | | Commission file | | (I.R.S. Employer |
of incorporation or organization) | | number | | Identification No.) |
233 South Patterson Avenue
Springfield, Missouri65802
(Address of principal executive offices, Zip code)
(417) 862-6708
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on which Registered |
Common Stock $0.01 par value | | ORLY | | The NASDAQ Stock Market LLC |
| | | | (NASDAQ Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of Securities Act of 1933 (230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2).
☐Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 8 - Other Events
Item 8.01 - Other Events
On August 23, 2023, Chris Mancini, Senior Vice President of Central Store Operations and Sales of O'Reilly Automotive, Inc. (the "Company"), established a plan in accordance with Rule 10b5-1 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 2,500 shares at specific market prices, subject to specified limitations over a period beginning around November 22, 2023 and ending on February 24, 2025. 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 August 2025. The plan was established during the Company's unrestricted trading window and at a time when Mr. Mancini was not in possession of material, non-public information about the Company. Mr. Mancini 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
Date: August 29, 2023 | O'REILLY AUTOMOTIVE, INC. | |
| | |
| By: | /s/ Jeremy A. Fletcher |
| | Jeremy A. Fletcher |
| | Executive Vice President and Chief Financial Officer |
| | (principal financial and accounting officer) |
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O'Reilly Automotive Inc. published this content on 29 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 August 2023 23:19:25 UTC.
