O’Reilly Automotive (ORLY) SVP receives 3,368 nonqualified stock options in equity grant

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Rhea-AI Filing Summary

O'Reilly Automotive senior vice president receives new stock options

O'Reilly Automotive executive Larry Dean Gray, SVP of Inventory Management, was granted nonqualified employee stock options for 3,368 shares of common stock on January 29, 2026 at an exercise price of $98.85 per share. These options vest in four equal annual installments beginning on that date and are scheduled to expire on January 29, 2036.

Following this grant, Gray beneficially owned 4,811 shares of O'Reilly common stock directly, 11,265 shares indirectly through the company's 401(k) plan, and 3,368 stock options directly.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider GRAY LARRY DEAN

Role SVP OF INVENTORY MANAGEMENT

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 — 4,811 shares (Direct); Common stock — 11,265 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 - 04:35 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^*

GRAY LARRY DEAN

(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 INVENTORY MANAGEMENT

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								4,811	D
Common stock								11,265	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/ Larry Gray	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 O'Reilly Automotive (ORLY) report for Larry Dean Gray?

O'Reilly Automotive reported a grant of nonqualified employee stock options to SVP Larry Dean Gray. He received options for 3,368 shares of common stock at a $98.85 exercise price, vesting in four equal annual installments starting January 29, 2026, with expiration in 2036.

How many O'Reilly Automotive (ORLY) stock options were granted to the SVP of Inventory Management?

The SVP of Inventory Management, Larry Dean Gray, was granted 3,368 nonqualified employee stock options. Each option represents the right to buy one share of O'Reilly common stock at $98.85, vesting over four years beginning January 29, 2026, and expiring January 29, 2036.

What are the vesting terms of Larry Dean Gray’s O'Reilly (ORLY) stock options?

Larry Dean Gray’s stock options vest in four equal annual installments. Vesting begins on January 29, 2026, meaning one-quarter of the 3,368 options becomes exercisable each year, until fully vested, provided he continues to meet the plan’s service or other eligibility conditions.

What is the exercise price and expiration date of the new O'Reilly (ORLY) stock options?

The nonqualified employee stock options have an exercise price of $98.85 per share. They become exercisable over four years and are scheduled to expire on January 29, 2036, if not exercised earlier in accordance with the applicable plan and award agreement terms.

How many O'Reilly Automotive (ORLY) shares does Larry Dean Gray own after the reported transaction?

After the reported transaction, Larry Dean Gray beneficially owns 4,811 shares of O'Reilly common stock directly and 11,265 shares indirectly through the company’s 401(k) plan, in addition to 3,368 nonqualified stock options held directly under the company’s equity compensation program.

Is the reported O'Reilly (ORLY) insider transaction a stock purchase or an equity grant?

The reported transaction is an equity grant of nonqualified employee stock options, not an open-market stock purchase. The options give Larry Dean Gray the right to buy 3,368 O'Reilly shares at $98.85 in the future, subject to vesting and plan conditions.