[144] O'Reilly Automotive, Inc. SEC Filing

Rhea-AI Filing Summary

O'Reilly Automotive, Inc. (ORLY) submitted a Form 144 notifying a proposed sale of 88,485 shares of common stock through Fidelity Brokerage on NASDAQ with an approximate sale date of 08/13/2025. The filing lists an aggregate market value of $9,073,037.95 against 848,496,680 shares outstanding, representing roughly 0.01% of outstanding stock. The shares were recorded as acquired on 08/13/2025 under options originally granted on 01/28/2016 (13,485 shares) and 03/11/2016 (75,000 shares), with payment noted as cash. The filer reports "Nothing to Report" for sales in the past three months and includes the standard attestation regarding material nonpublic information.

Insights

Financial Analyst

TL;DR: Proposed sale equals 88,485 shares (~0.01% of outstanding), valued at $9.07M; likely immaterial to market cap.

The Form 144 discloses a planned disposition of 88,485 common shares via Fidelity with an aggregate market value of $9,073,037.95 and an approximate sale date of 08/13/2025. Based on the filing's outstanding share count of 848,496,680, the position represents roughly 0.01% of shares outstanding, indicating the transaction is small relative to total capitalization. The securities were acquired via options granted in 2016 and paid in cash on the reported acquisition date, and no sales were reported in the past three months. Overall, the filing reads as a routine Rule 144 disclosure with limited market impact.

Corporate Governance Expert

TL;DR: Filing demonstrates compliance with Rule 144 and includes the insider attestation required; no material undisclosed items shown.

The notice includes required broker information (Fidelity Brokerage Services LLC), the nature of acquisition (options granted in 2016), and the attestation that the seller is unaware of undisclosed material adverse information. The form also explicitly states "Nothing to Report" for sales during the past three months, which supports the characterization of this as a routine insider sale notification. From a governance and disclosure perspective, the document meets the Form 144 content expectations presented.

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	88485	9073037.95	848496680	08/13/2025	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	08/13/2025	Option Granted 01/28/2016	Issuer			13485	08/13/2025	Cash
Common	08/13/2025	Option Granted 03/11/2016	Issuer			75000	08/13/2025	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 shares does ORLY plan to sell according to the Form 144?

88,485 common shares of O'Reilly Automotive (ORLY) are listed for proposed sale.

What is the aggregate market value of the shares listed on the Form 144 for ORLY?

$9,073,037.95 is the aggregate market value reported for the 88,485 shares.

When is the approximate sale date and where will the ORLY shares be sold?

The approximate sale date is 08/13/2025 and the broker is Fidelity Brokerage Services LLC on NASDAQ.

How were the ORLY shares being sold acquired?

The shares were acquired via options granted on 01/28/2016 (13,485) and 03/11/2016 (75,000), with payment in cash on 08/13/2025.

Does the Form 144 report other sales in the past three months for this account?

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

What outstanding share count does the Form 144 disclose for ORLY?

The form reports 848,496,680 shares outstanding.