O'Reilly (ORLY) SVP of International gets 3,368 stock options at $98.85

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Form Type

Rhea-AI Filing Summary

O'Reilly Automotive SVP of International receives new stock options grant. Executive Mark Joseph Merz was granted nonqualified employee stock options to buy 3,368 shares of O'Reilly Automotive common stock at an exercise price of $98.85 per share on January 29, 2026.

The options vest in four equal annual installments beginning on that grant date, meaning portions of the award become exercisable each year over four years. After this transaction, Merz beneficially owned 4,354 shares of common stock directly and 2,906 shares indirectly through the company’s 401(k) plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider MERZ MARK JOSEPH

Role SVP OF INTERNATIONAL

Type	Security	Shares	Price	Value
Grant/Award	Nonqualified employee stock options (right to buy)	3,368	$0.00	--
holding	Common stock	--	--	--
holding	Common stock	--	--	--

Holdings After Transaction: Nonqualified employee stock options (right to buy) — 3,368 shares (Direct); Common stock — 4,354 shares (Direct); Common stock — 2,906 shares (Indirect, Indirectly in the Company's 401k plan.)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

02/02/2026 - 04:30 PM

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

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock								4,354	D
Common stock								2,906	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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/ Mark J. Merz	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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ORLY executive Mark Merz report on this Form 4?

Mark Joseph Merz reported receiving nonqualified employee stock options to buy 3,368 shares of O'Reilly Automotive common stock at $98.85 per share on January 29, 2026. This is an equity compensation grant, not an open-market stock purchase or sale.

How do the new O'Reilly (ORLY) stock options granted to Mark Merz vest?

The 3,368 nonqualified stock options granted to Mark Merz vest in four equal annual installments beginning on January 29, 2026. Each year, one-quarter of the grant becomes exercisable, aligning the award with multi-year continued service at O'Reilly Automotive.

What is the exercise price of the ORLY stock options granted to Mark Merz?

The nonqualified employee stock options granted to Mark Merz carry an exercise price of $98.85 per share. This price is what he must pay per share to convert the options into O'Reilly Automotive common stock once the options are vested and exercisable.

How many O'Reilly Automotive (ORLY) shares does Mark Merz own after this transaction?

After the reported grant, Mark Merz beneficially owned 4,354 O'Reilly Automotive common shares directly. He also held 2,906 additional shares indirectly through the company’s 401(k) plan, reflecting his combined equity stake as of the transaction date.

What is Mark Merz’s role at O'Reilly Automotive (ORLY) in this Form 4 filing?

In the Form 4, Mark Joseph Merz is identified as an officer of O'Reilly Automotive, serving as SVP of International. The filing indicates he is not a director and not a 10% owner, focusing solely on his executive officer status.

What are the key dates for the ORLY stock options granted to Mark Merz?

The stock options were granted on January 29, 2026, become exercisable starting January 29, 2027, and expire on January 29, 2036. Vesting occurs in four equal annual installments beginning on the grant date, supporting long-term alignment.