O'Reilly Automotive (ORLY) SVP exercises options and sells 3,700 shares

Rhea-AI Filing Summary

O'Reilly Automotive senior vice president of real estate and expansion Philip M. Hopper reported an exercise-and-sell transaction in company common stock. He exercised nonqualified employee stock options for 3,700 shares at $17.9800 per share and sold 3,700 shares in an open-market sale at an average price of $94.6048 per share on May 7, 2026. After these transactions, he holds 4,888 shares directly and 1,194 shares indirectly through the company's 401k plan, along with 465 remaining stock options expiring on March 10, 2027.

Insider Trade Summary

Net Seller: 3,700 shares ($350,038)

Net Sell 4 txns

Insider HOPPER PHILIP M

Role SVP OF REAL ESTATE & EXPANSION

Sold 3,700 shs ($350K)

Type	Security	Shares	Price	Value
Exercise	Nonqualified employee stock options (right to buy)	3,700	$0.00	--
Exercise	Common stock	3,700	$17.98	$67K
Sale	Common stock	3,700	$94.6048	$350K
holding	Common stock	--	--	--

Holdings After Transaction: Nonqualified employee stock options (right to buy) — 465 shares (Direct, null); Common stock — 8,588 shares (Direct, null); Common stock — 1,194 shares (Indirect, Indirectly in the Company's 401k Plan.)

Footnotes (1)

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Key Figures

Shares sold: 3,700 shares Sale price: $94.6048 per share Options exercised: 3,700 options +5 more

8 metrics

Shares sold 3,700 shares Open-market sale of common stock on May 7, 2026

Sale price $94.6048 per share Average price for 3,700 common shares sold

Options exercised 3,700 options Nonqualified employee stock options exercised into common stock

Option exercise price $17.9800 per share Conversion or exercise price of nonqualified options

Direct holdings after 4,888 shares Common stock directly owned after transactions

Indirect 401k holdings 1,194 shares Common stock held indirectly in the company's 401k plan

Remaining options 465 options Nonqualified employee stock options remaining after exercise

Option expiration date March 10, 2027 Expiration of nonqualified employee stock options

Key Terms

Nonqualified employee stock options, open-market sale, indirectly in the Company's 401k Plan, derivative exercise/conversion, +1 more

5 terms

Nonqualified employee stock options financial

"Nonqualified employee stock options (right to buy)"

A nonqualified employee stock option is a company grant that gives an employee the right to buy a set number of shares at a fixed price for a limited time. Unlike special tax-favored options, the difference between the market price and the fixed price is treated like regular pay when the employee exercises the option, so taxes and employer withholding apply at that moment. Investors care because these options can increase the number of shares outstanding (dilution) and create payroll-related cash flows and future selling pressure as employees exercise and sell shares — think of them as employee coupons to buy stock that affect both company ownership and reported costs.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

indirectly in the Company's 401k Plan financial

"nature_of_ownership": "Indirectly in the Company's 401k Plan.""

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

total_shares_following_transaction financial

"total_shares_following_transaction": "4888.0000""

Form 4 Insider Transactions: What Each Field Means →

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^*

HOPPER PHILIP M

(Last) (First) (Middle)

233 S. PATTERSON AVE

(Street)

SPRINGFIELD MISSOURI 65802

(City) (State) (Zip)

UNITED STATES

(Country)

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 REAL ESTATE & EXPANSION

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/07/2026		M		3,700	A	$17.98	8,588	D
Common stock	05/07/2026		S		3,700	D	$94.6048	4,888	D
Common stock								1,194	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)	$17.98	05/07/2026		M		3,700		03/10/2018(1)	03/10/2027	Common stock	3,700	$0	465	D

Explanation of Responses:

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

	/s/ Philip Hopper	05/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did O'Reilly Automotive (ORLY) report for Philip M. Hopper?

O'Reilly Automotive reported that executive Philip M. Hopper exercised 3,700 stock options and sold 3,700 common shares in an open-market transaction. The trades occurred on May 7, 2026, as part of routine equity compensation activity disclosed in a Form 4 filing.

How many O'Reilly Automotive (ORLY) shares did the insider sell and at what price?

Philip M. Hopper sold 3,700 O'Reilly Automotive common shares at an average price of $94.6048 per share. The transaction was reported as an open-market or private sale and formed part of a broader exercise-and-sell equity compensation event.

What stock options did the O'Reilly Automotive (ORLY) insider exercise in this Form 4?

The insider exercised 3,700 nonqualified employee stock options, each with a conversion or exercise price of $17.9800 per share. These options were scheduled to expire on March 10, 2027, and vested in four equal annual installments beginning on the original vesting date.

What are Philip M. Hopper’s O'Reilly Automotive (ORLY) holdings after the reported transactions?

Following the May 7, 2026 transactions, Philip M. Hopper holds 4,888 O'Reilly Automotive common shares directly and 1,194 shares indirectly in the company’s 401k plan. He also retains 465 nonqualified employee stock options exercisable into additional common shares.

Is the O'Reilly Automotive (ORLY) Form 4 transaction a buy or sell signal?

The Form 4 reflects a mixed transaction combining an option exercise and a same-day open-market sale of 3,700 shares. This pattern typically represents routine liquidity from equity compensation rather than a pure buy or sell signal on the company’s prospects.