O’Reilly Automotive (ORLY) SVP granted 3,368 nonqualified stock options

Rhea-AI Filing Summary

O’Reilly Automotive senior vice president Ramon Parises Odems reported an equity award in the form of 3,368 nonqualified employee stock options. These options allow him to buy common stock at an exercise price of $98.85 per share and expire on 01/29/2036.

The options begin vesting in four equal annual installments starting 01/29/2027, tying the award to multi‑year service. After this grant, he also reports owning 264 shares of O’Reilly common stock directly and 2,144 shares indirectly through the company’s 401(k) plan.

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
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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^*

ODEMS RAMON PARISES

(Last) (First) (Middle)

233 S. PATTERSON AVE

(Street)

SPRINGFIELD MO 65802

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP NORTHEAST STORE OPS &SALES

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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

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

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

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								264	D
Common stock								2,144	I	Indirectly in the Company's 401k plan.

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
Nonqualified employee stock options (right to buy)	$98.85	01/29/2026		A		3,368		01/29/2027(1)	01/29/2036	Common stock	3,368	$0	3,368	D

Explanation of Responses:

1. The options vest in four equal annual installments beginning on this date.

	/s/ R. Odems	02/02/2026
	** 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.

FAQ

What insider transaction did O’Reilly Automotive (ORLY) report for Ramon Parises Odems?

O’Reilly Automotive reported that SVP Ramon Parises Odems received 3,368 nonqualified employee stock options. These options give him the right to buy common stock at a fixed exercise price, aligning compensation with future share performance over a defined multi‑year vesting schedule.

What are the key terms of the 3,368 stock options granted at O’Reilly Automotive (ORLY)?

The grant consists of 3,368 nonqualified employee stock options with a $98.85 exercise price per share. The options begin vesting in four equal annual installments starting 01/29/2027 and expire on 01/29/2036, creating a long‑term incentive tied to continued employment and share value.

How do the new stock options for O’Reilly Automotive (ORLY) SVP vest over time?

The 3,368 options vest in four equal annual installments beginning on 01/29/2027. This means one‑quarter of the options becomes exercisable each year, encouraging multi‑year retention and linking the executive’s potential gain to the company’s stock performance over that period.

What O’Reilly Automotive (ORLY) shareholdings does Ramon Parises Odems report after this Form 4?

After the reported transaction, Ramon Parises Odems holds 264 O’Reilly common shares directly and 2,144 shares indirectly through the company’s 401(k) plan. He also beneficially owns 3,368 nonqualified stock options from the new grant, which become exercisable over four annual installments.

Is the O’Reilly Automotive (ORLY) Form 4 transaction a purchase of common stock?

No, the filing reports a grant of 3,368 nonqualified employee stock options, not an open‑market stock purchase. These options provide the right to buy shares at $98.85 later, subject to vesting, rather than representing immediate ownership of additional common stock today.