O’Reilly Automotive chair gifts 56,484 shares

The report separately lists 3,153,954 shares held indirectly after the gift and 150,353 shares held directly.

Available on EDGAR 11/05/2026 - 04:41 PM EST Accepted by SEC EDGAR 11/05/2026 - 04:40 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

O’Reilly Automotive Inc. (ORLY) director and EV Chairman of the Board David E. O’Reilly reported a gift disposition of 56,484 common shares on January 1, 2026. The indirect position following the transaction was 3,153,954 shares, held through his spouse, the company’s 401(k), and in trustee capacities for a GRAT and his children. A separate holding entry lists 150,353 shares held directly, including 3,733 unvested restricted share awards and 146,620 shares held directly.

Insider Trade Summary

56,484 shares gifted

Gift 1 txn

Insider OREILLY DAVID E

Role EV CHAIRMAN OF THE BOARD

Type	Security	Shares	Price	Value
Gift	Common stock F1	56,484	$91.21	$5.15M
Holding	Common stock F2	--	--	--

Holdings After Transaction: Common stock — 3,153,954 shares (Indirect, Indirectly through reporting person's spouse, Company's 401k, & as trustee of GRAT and for children.); Common stock — 150,353 shares (Direct)

Footnotes (2)

1. F1. Total includes 1,379,760 shares held as trustee for reporting person's children, 173,745 shares through reporting person's spouse, 1,600,000 shares held as trustee of a Grantor Retained Annuity Trust (GRAT), and 449 shares held in the Company's 401k plan.
2. F2. Total includes 3,733 unvested restricted share awards and 146,620 shares held directly by Mr. O'Reilly.

Key Figures

Gift disposition: 56,484 shares Reported price per share: $91.21 per share Indirect holdings after transaction: 3,153,954 shares +3 more

6 metrics

Gift disposition 56,484 shares Common stock, January 1, 2026

Reported price per share $91.21 per share Gift disposition reported January 1, 2026

Indirect holdings after transaction 3,153,954 shares Reported following the gift disposition

Direct holdings 150,353 shares Separate holding entry

Unvested restricted share awards 3,733 shares Included in the direct holding total

Shares held directly by David E. O’Reilly 146,620 shares Included in the direct holding total

Key Terms

bona fide gift, Grantor Retained Annuity Trust (GRAT), unvested restricted share awards

3 terms

bona fide gift financial

"Bona fide gift"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Grantor Retained Annuity Trust (GRAT) financial

"held as trustee of a Grantor Retained Annuity Trust (GRAT)"

unvested restricted share awards financial

"3,733 unvested restricted share awards"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ORLY shares did David E. O’Reilly give as a gift?

David E. O’Reilly reported a gift disposition of 56,484 common shares on January 1, 2026. The indirect position afterward was 3,153,954 shares.

What makes up David E. O’Reilly’s indirect ORLY share position?

The reported indirect total includes 1,379,760 shares held as trustee for his children, 173,745 shares held through his spouse, 1,600,000 shares held as trustee of a Grantor Retained Annuity Trust, and 449 shares in the company’s 401(k) plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

OREILLY DAVID E

(Last) (First) (Middle)

233 S. PATTERSON AVE

(Street)

SPRINGFIELD MISSOURI 65802

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
O REILLY AUTOMOTIVE INC [ ORLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EV CHAIRMAN OF THE BOARD

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock	01/01/2026		G		56,484	D	$91.21	3,153,954(1)	I	Indirectly through reporting person's spouse, Company's 401k, & as trustee of GRAT and for children.
Common stock								150,353(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Total includes 1,379,760 shares held as trustee for reporting person's children, 173,745 shares through reporting person's spouse, 1,600,000 shares held as trustee of a Grantor Retained Annuity Trust (GRAT), and 449 shares held in the Company's 401k plan.

2. Total includes 3,733 unvested restricted share awards and 146,620 shares held directly by Mr. O'Reilly.

	/s/ David O'Reilly	11/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)