[Form 4] O'Reilly Automotive, Inc. Insider Trading Activity

Rhea-AI Filing Summary

National CineMedia, Inc. (NCMI) filed a Form 144 indicating an insider’s intent to sell 45,000 common shares through Morgan Stanley Smith Barney on or about 31 Jul 2025 on the NASDAQ. The proposed sale carries an aggregate market value of $228,150 versus 93.6 million shares outstanding, representing roughly 0.05 % of total shares.

The shares were obtained via restricted stock unit (RSU) vestings dated 31 Jul 2025 (74,560 units) and 1 Aug 2025 (7,911 units) as compensation from the issuer. The filing also discloses a recent sale of 37,828 shares on 30 Jul 2025 that produced $182,330.96 in gross proceeds.

The seller certifies no knowledge of undisclosed material adverse information. The document contains no additional operating or financial data.

Positive

• None.

Negative

• Insider activity: Notice of intent to sell 45,000 shares plus recent sale of 37,828 shares may signal continued insider divestiture.

Insights

Securities Analyst

TL;DR: Insider plans to sell 45 K NCMI shares (~$228 K); scale is minor at 0.05 % of float—overall neutral.

The Form 144 merely notifies of an upcoming discretionary sale. With 93.6 M shares outstanding, the planned disposition is immaterial in size and unlikely to affect liquidity or control. Shares were gained via routine RSU vesting, and a prior 37.8 K-share sale occurred the day before. No financial metrics, guidance changes, or strategic disclosures accompany the notice, so the filing’s investment relevance is limited to tracking insider activity. Given the small percentage and absence of other news, I classify the impact as neutral.

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^*

MERZ MARK JOSEPH

(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 OF INTERNATIONAL

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2025

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	07/29/2025		M		29,505	A	$18.11	33,739	D
Common stock	07/29/2025		S		29,505	D	$98.25	4,234	D
Common stock	07/29/2025		S		5,050(1)	D	$99.0718	2,876	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)	$98.25	07/29/2025		M			29,505	02/08/2018(2)	02/08/2027	Common stock	29,505	$0	0	D

Explanation of Responses:

1. The transaction was made in order to rebalance the reporting person's 401(k) plan holdings.

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

	/s/ Mark J. Merz	07/31/2025
	** 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

How many National CineMedia (NCMI) shares are being proposed for sale?

The Form 144 covers 45,000 common shares.

What is the estimated value of the shares to be sold under Form 144?

The aggregate market value is $228,150.

When is the planned sale date for the 45,000 NCMI shares?

The approximate sale date disclosed is July 31, 2025.

How many shares of National CineMedia are outstanding?

The filing lists 93,635,560 shares outstanding.

Were any NCMI shares sold recently by the same insider?

Yes, 37,828 shares were sold on July 30, 2025 for gross proceeds of $182,330.96.

How were the shares being sold acquired?

They were acquired through RSU vestings on 31 Jul 2025 and 1 Aug 2025 as compensation.