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O’Reilly Automotive chairman sells 138,705 shares

The options vest in four equal annual installments beginning February 2, 2018, and expire February 2, 2027.

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Form Type
4

Rhea-AI Filing Summary

O’Reilly Automotive, Inc. (ORLY) Chairman of the Board Gregory L. Henslee exercised 138,705 nonqualified employee stock options on November 4, 2026, at a $17.12 exercise price per share, acquired 138,705 common shares, and sold 138,705 common shares at $91.7516 per share. The reported option position after exercise was 0 options. Ownership details list 191,604 shares held indirectly through the company’s 401(k) plan and as trustee of a Grantor Retained Annuity Trust (GRAT). A footnote identifies 237,645 shares held directly and 4,305 unvested restricted share awards.

Insider HENSLEE GREGORY L
Role CHAIRMAN OF THE BOARD
Sold 138,705 shs ($12.73M)
Approx. gross sale proceeds $12.73M
Approx. exercise cost $2.37M
Approx. pre-tax spread $10.35M
Type Security Shares Price Value
Exercise Nonqualified employee stock options (right to buy) F3 138,705 $0.00 $0.00
Exercise Common stock 138,705 $17.12 $2.37M
Sale Common stock F1 138,705 $91.7516 $12.73M
Holding Common stock F2 -- -- --
Holdings After Transaction: Nonqualified employee stock options (right to buy) — 0 contracts (Direct); Common stock — 241,950 shares (Direct); Common stock — 191,604 shares (Indirect, Indirectly in the Company's 401k plan and as trustee of a GRAT.)
Footnotes (3)
  1. F1. Total includes 4,305 unvested restricted share awards and 237,645 shares held directly by Mr. Henslee.
  2. F2. Total includes 116,706 shares held as trustee of a Grantor Retained Annuity Trust (GRAT) and 74,898 shares held in the Company's 401k Plan.
  3. F3. The options vest in four equal annual installments beginning on this date.
Options exercised 138,705 options November 4, 2026
Exercise price $17.12 per share Options exercised November 4, 2026
Common shares acquired 138,705 shares November 4, 2026
Common shares sold 138,705 shares November 4, 2026
Sale price $91.7516 per share November 4, 2026
Options following exercise 0 options Reported after the November 4, 2026 exercise
Indirectly held shares 191,604 shares Held through the company’s 401(k) plan and as trustee of a GRAT
Shares held directly 237,645 shares Identified in a footnote to the sale
Nonqualified employee stock options financial
"Nonqualified employee stock options (right to buy)"
A nonqualified employee stock option is a company grant that gives an employee the right to buy a set number of shares at a fixed price for a limited time. Unlike special tax-favored options, the difference between the market price and the fixed price is treated like regular pay when the employee exercises the option, so taxes and employer withholding apply at that moment. Investors care because these options can increase the number of shares outstanding (dilution) and create payroll-related cash flows and future selling pressure as employees exercise and sell shares — think of them as employee coupons to buy stock that affect both company ownership and reported costs.
Grantor Retained Annuity Trust (GRAT) financial
"held as trustee of a Grantor Retained Annuity Trust (GRAT)"
unvested restricted share awards financial
"4,305 unvested restricted share awards"

FAQ

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

How many ORLY shares did Gregory L. Henslee sell, and at what price?

Gregory L. Henslee reported selling 138,705 O’Reilly Automotive common shares at $91.7516 per share on November 4, 2026. No Rule 10b5-1 plan is reported for the transaction.

When do Gregory L. Henslee’s ORLY options expire?

The nonqualified employee stock options expire February 2, 2027. They vest in four equal annual installments beginning February 2, 2018.

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

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SEC Form 4
FORM 4UNITED 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*
HENSLEE GREGORY L

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CHAIRMAN OF THE BOARD
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common stock11/04/2026M138,705A$17.12380,655D
Common stock11/04/2026S138,705D$91.7516241,950(1)D
Common stock191,604(2)IIndirectly in the Company's 401k plan and as trustee of a GRAT.
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Nonqualified employee stock options (right to buy)$17.1211/04/2026M138,70502/02/2018(3)02/02/2027Common stock138,705$00D
Explanation of Responses:
1. Total includes 4,305 unvested restricted share awards and 237,645 shares held directly by Mr. Henslee.
2. Total includes 116,706 shares held as trustee of a Grantor Retained Annuity Trust (GRAT) and 74,898 shares held in the Company's 401k Plan.
3. The options vest in four equal annual installments beginning on this date.
/s/ Greg Henslee11/06/2026
** Signature of Reporting PersonDate
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)

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