O'Reilly Automotive (ORLY) CFO awarded 29,256 options vesting over four years

Rhea-AI Filing Summary

O'Reilly Automotive's EVP and CFO, Jeremy A. Fletcher, received a grant of nonqualified employee stock options to buy 29,256 shares of common stock at an exercise price of $98.85 per share on January 29, 2026. These options vest in four equal annual installments beginning on that date and expire on January 29, 2036.

After this grant, Fletcher beneficially owns 35,942 shares of common stock directly and 3,192 shares indirectly through the company's 401(k) plan. This filing reflects executive equity compensation rather than an open‑market share purchase or sale.

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

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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^*

FLETCHER JEREMY ADAM

(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)
	EVP & CFO

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								35,942	D
Common stock								3,192	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		29,256		01/29/2027(1)	01/29/2036	Common stock	29,256	$0	29,256	D

Explanation of Responses:

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

	/s/ Jeremy A. Fletcher	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 did O'Reilly Automotive (ORLY) disclose about its CFO in this Form 4?

O'Reilly Automotive reported that EVP and CFO Jeremy A. Fletcher received 29,256 nonqualified stock options on January 29, 2026. The grant is part of his equity compensation and provides the right to buy common shares at a fixed exercise price.

How many stock options did the O'Reilly Automotive (ORLY) CFO receive?

Jeremy A. Fletcher was granted 29,256 nonqualified employee stock options with a $98.85 exercise price. These options give him the right to purchase an equal number of O'Reilly Automotive common shares if and when they vest and are exercised.

When do the O'Reilly Automotive (ORLY) CFO's new stock options vest?

The options granted to O'Reilly Automotive EVP and CFO Jeremy A. Fletcher vest in four equal annual installments. Vesting begins on January 29, 2026, meaning one-quarter of the grant becomes exercisable each year over a four-year period.

What is the exercise price and expiration date of the ORLY CFO’s stock options?

The nonqualified stock options granted to Jeremy A. Fletcher have an exercise price of $98.85 per share and expire on January 29, 2036. He can exercise vested portions any time between vesting and the expiration date, subject to company policies.

How many O'Reilly Automotive (ORLY) shares does the CFO beneficially own after this filing?

Following the reported grant, Jeremy A. Fletcher beneficially owns 35,942 shares of O'Reilly Automotive common stock directly. He also indirectly owns 3,192 additional shares held in the company’s 401(k) plan, reflecting his personal and retirement-related holdings.

Is the O'Reilly Automotive (ORLY) CFO buying or selling stock in this Form 4?

This Form 4 reflects a grant of 29,256 nonqualified stock options to CFO Jeremy A. Fletcher, not an open-market stock purchase or sale. The options are equity compensation that may be exercised in the future if vested and advantageous.