O'Reilly (ORLY) Form 144 — 419-Share ESPP Sale via Fidelity on 08/06/2025

Rhea-AI Filing Summary

Form Type: Form 144 notice for O'Reilly Automotive, Inc. (ORLY).

The filer proposes to sell 419 common shares through Fidelity Brokerage Services LLC on 08/06/2025 on NASDAQ, with an aggregate market value of $43,494.83. The filing reports 56,989,455 shares outstanding.

All listed shares were acquired via ESPP purchases between 11/30/2021 and 07/31/2024. The filing states "Nothing to Report" for securities sold during the past three months and includes the standard Rule 144 signature representation regarding material adverse information.

Positive

• Clear compliance disclosure with broker, share count, aggregate value, sale date, and acquisition history provided
• Small position size (419 shares, representing <0.001% of outstanding shares), suggesting limited market impact
• All shares acquired via ESPP, indicating employee-originated holdings rather than insider awards or transfers

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine Form 144: small-position sale by an ESPP participant; immaterial to share count and likely not market-moving.

The notice discloses a proposed sale of 419 shares valued at $43,494.83, to be executed on 08/06/2025 via Fidelity on NASDAQ. Relative to the reported 56,989,455 shares outstanding, this position is <0.001% of outstanding shares, indicating negligible dilution or supply impact. All holdings were acquired through the issuer's ESPP from 11/30/2021 through 07/31/2024, consistent with employee liquidity events. The filing also reports no securities sold in the past three months.

Corporate Governance Expert

TL;DR: Disclosure aligns with Rule 144 requirements; presents standard employee sale with customary representations.

The Form 144 provides required broker, share, and acquisition details: Fidelity Brokerage Services LLC listed as broker; acquisition method shown uniformly as ESPP Purchase. The filer affirms lack of undisclosed material adverse information per the notice. No unusual restrictions, aggregated sales, or related-party indicators are specified in the document. Given the small size and ESPP origin, this appears to be a routine compliance filing rather than a governance red flag.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	419	43494.83	56989455	08/06/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	11/30/2021	ESPP Purchase	Issuer			3	11/30/2021	Cash
Common	12/31/2021	ESPP Purchase	Issuer			3	12/31/2021	Cash
Common	01/31/2022	ESPP Purchase	Issuer			3	01/31/2022	Cash
Common	02/28/2022	ESPP Purchase	Issuer			3	02/28/2022	Cash
Common	03/31/2022	ESPP Purchase	Issuer			5	03/31/2022	Cash
Common	04/30/2022	ESPP Purchase	Issuer			4	04/30/2022	Cash
Common	05/31/2022	ESPP Purchase	Issuer			7	05/31/2022	Cash
Common	06/30/2022	ESPP Purchase	Issuer			11	06/30/2022	Cash
Common	07/31/2022	ESPP Purchase	Issuer			10	07/31/2022	Cash
Common	08/31/2022	ESPP Purchase	Issuer			9	08/31/2022	Cash
Common	09/30/2022	ESPP Purchase	Issuer			14	09/30/2022	Cash
Common	10/31/2022	ESPP Purchase	Issuer			8	10/31/2022	Cash
Common	11/30/2022	ESPP Purchase	Issuer			8	11/30/2022	Cash
Common	12/31/2022	ESPP Purchase	Issuer			16	12/31/2022	Cash
Common	01/31/2023	ESPP Purchase	Issuer			17	01/31/2023	Cash
Common	02/28/2023	ESPP Purchase	Issuer			16	02/28/2023	Cash
Common	03/31/2023	ESPP Purchase	Issuer			25	03/31/2023	Cash
Common	04/30/2023	ESPP Purchase	Issuer			15	04/30/2023	Cash
Common	05/31/2023	ESPP Purchase	Issuer			15	05/31/2023	Cash
Common	06/30/2023	ESPP Purchase	Issuer			15	06/30/2023	Cash
Common	07/31/2023	ESPP Purchase	Issuer			14	07/31/2023	Cash
Common	08/31/2023	ESPP Purchase	Issuer			22	08/31/2023	Cash
Common	09/30/2023	ESPP Purchase	Issuer			15	09/30/2023	Cash
Common	10/31/2023	ESPP Purchase	Issuer			15	10/31/2023	Cash
Common	11/30/2023	ESPP Purchase	Issuer			14	11/30/2023	Cash
Common	12/29/2023	ESPP Purchase	Issuer			14	12/29/2023	Cash
Common	01/31/2024	ESPP Purchase	Issuer			14	01/31/2024	Cash
Common	02/29/2024	ESPP Purchase	Issuer			23	02/29/2024	Cash
Common	03/28/2024	ESPP Purchase	Issuer			15	03/28/2024	Cash
Common	04/30/2024	ESPP Purchase	Issuer			16	04/30/2024	Cash
Common	05/31/2024	ESPP Purchase	Issuer			17	05/31/2024	Cash
Common	06/28/2024	ESPP Purchase	Issuer			17	06/28/2024	Cash
Common	07/31/2024	ESPP Purchase	Issuer			16	07/31/2024	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the ORLY Form 144 disclose?

The filing discloses a proposed sale of 419 common shares via Fidelity on 08/06/2025 with an aggregate market value of $43,494.83 on NASDAQ.

How many ORLY shares are outstanding per the filing?

The filing reports 56,989,455 shares outstanding.

What acquisition method is listed for the shares to be sold?

All listed shares were acquired through the issuer's ESPP (Employee Stock Purchase Plan) between 11/30/2021 and 07/31/2024.

Were any ORLY securities sold by the filer in the past 3 months?

The filing states "Nothing to Report" for securities sold during the past three months.

Who is the broker handling the proposed sale?

The broker named is Fidelity Brokerage Services LLC, 900 Salem Street, Smithfield RI 02917.

Does the filing indicate undisclosed material information?

By signing, the filer represents they do not know of any material adverse information regarding the issuer that has not been publicly disclosed.