O'Reilly Automotive chair gets 3,733 restricted shares

O'Reilly Automotive executive chairman and director David E. O'Reilly reported routine equity compensation and related tax withholding transactions.

Rhea-AI Filing Summary

O'Reilly Automotive executive chairman and director David E. O'Reilly reported routine equity compensation and related tax withholding transactions. On January 29, 2026, he received 3,733 shares of common stock as a restricted share award at $98.85 per share, scheduled to vest in one equal annual installment on January 29, 2027.

On January 30, 2026, 1,280 shares at $98.41 per share were withheld to satisfy payroll tax obligations upon vesting of previously awarded restricted shares. After these transactions, he holds 150,353 common shares directly and 3,214,616 shares indirectly through his spouse, a Grantor Retained Annuity Trust, trusts for his children, and the company 401(k) plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider OREILLY DAVID E

Role EV CHAIRMAN OF THE BOARD

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common stock	1,280	$98.41	$126K
Grant/Award	Common stock	3,733	$98.85	$369K
holding	Common stock	--	--	--

Holdings After Transaction: Common stock — 150,353 shares (Direct); Common stock — 3,214,616 shares (Indirect, Indirectly through reporting person's spouse, Company's 401k, & as trustee of GRAT and for children.)

Footnotes (4)

1. F1. Represents a restricted share award, which vests in one equal annual installments on January 29, 2027.
2. F2. Represents shares withheld to satisfy payroll tax withholding obligations upon the vesting of restricted shares previously awarded.
3. F3. Total includes 3,733 unvested restricted share awards and 146,620 shares held directly by Mr. O'Reilly.
4. F4. Total includes 1,440,528 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 343 shares held in the Company's 401k Plan.

FAQ

What insider transactions did ORLY executive David O'Reilly report?

David E. O'Reilly reported a restricted share award and related tax withholding. He acquired 3,733 shares of O'Reilly Automotive common stock on January 29, 2026, and had 1,280 shares withheld on January 30, 2026 to cover payroll tax obligations on previously vested restricted shares.

How many O'Reilly Automotive (ORLY) shares does David O'Reilly now own?

After the reported transactions, David E. O'Reilly holds 150,353 O'Reilly Automotive common shares directly. He also has 3,214,616 shares held indirectly through his spouse, trusts for his children, a Grantor Retained Annuity Trust, and the company’s 401(k) plan.

What was the size of David O'Reilly's restricted share award at ORLY?

David E. O'Reilly received a restricted share award of 3,733 O'Reilly Automotive common shares on January 29, 2026. The award is scheduled to vest in one equal annual installment on January 29, 2027, reflecting ongoing equity-based compensation tied to his leadership role.

Why were 1,280 ORLY shares withheld from David O'Reilly?

The 1,280 O'Reilly Automotive shares were withheld to satisfy payroll tax withholding obligations. This occurred on January 30, 2026, upon the vesting of previously awarded restricted shares, a common practice where shares are retained instead of paying taxes in cash.

Is David O'Reilly’s ORLY ownership mainly direct or indirect?

David E. O'Reilly’s O'Reilly Automotive stake is largely indirect. He directly owns 150,353 shares, while 3,214,616 shares are held indirectly through his spouse, trusts for his children, a Grantor Retained Annuity Trust, and the company’s 401(k) plan, as disclosed in the footnotes.

What role does David O'Reilly hold at O'Reilly Automotive (ORLY)?

David E. O'Reilly serves as both a director and the Executive Chairman of the Board at O'Reilly Automotive. His equity transactions, including restricted share awards and tax-related share withholdings, reflect compensation and ownership associated with this senior leadership position.

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Accepted by SEC EDGAR 02/02/2026 - 04:36 PM Learn about SEC filing dates

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 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)

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

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	01/29/2026		A		3,733(1)	A	$98.85	151,633	D
Common stock	01/30/2026		F		1,280(2)	D	$98.41	150,353(3)	D
Common stock								3,214,616(4)	I	Indirectly through reporting person's spouse, Company's 401k, & as trustee of GRAT and for children.

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. Represents a restricted share award, which vests in one equal annual installments on January 29, 2027.

2. Represents shares withheld to satisfy payroll tax withholding obligations upon the vesting of restricted shares previously awarded.

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

4. Total includes 1,440,528 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 343 shares held in the Company's 401k Plan.

	/s/ David O'Reilly	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.