O’Reilly Automotive, Inc. $750,000,000 5.750% Senior Notes due 2026 Underwriting AgreementUnderwriting Agreement • November 14th, 2023 • O Reilly Automotive Inc • Retail-auto & home supply stores • New York
O’Reilly Automotive, Inc., a Missouri corporation (the “Company”), proposes, upon the terms and conditions set forth herein, to issue and sell $750,000,000 aggregate principal amount of its 5.750% Senior Notes due 2026 (the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which BofA Securities, Inc., J.P. Morgan Securities LLC and Truist Securities, Inc. are acting as representatives (the “Representatives”). The Notes will be issued pursuant to an indenture, dated as of May 20, 2019 (the “Base Indenture”), by and between the Company and U.S. Bank Trust Company, National Association (f/k/a U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by a fifth supplemental indenture, to be dated as of November 20, 2023 (the “Fifth Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee. This agreement (this “Agreement”) is to confirm the agreement concerning the p
