O’Reilly Automotive, Inc. $500,000,000 5.000% Senior Notes due 2034 Underwriting AgreementUnderwriting Agreement • August 13th, 2024 • 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 $500,000,000 aggregate principal amount of its 5.000% Senior Notes due 2034 (the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which J.P. Morgan Securities LLC, BofA Securities, Inc. and U.S. Bancorp Investments, 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 sixth supplemental indenture, to be dated as of August 19, 2024 (the “Sixth 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
