O'Reilly chair gets stock award, tax withholding

O'Reilly Automotive chairman Greg Henslee reported routine equity and tax-related share transactions.

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Rhea-AI Filing Summary

O'Reilly Automotive chairman Greg Henslee reported routine equity and tax-related share transactions. On January 29, 2026, he received 4,305 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, 1,461 shares at $98.41 per share were withheld to cover payroll tax obligations upon vesting of earlier restricted shares. After these transactions, he beneficially owned 241,485 shares directly, plus 191,603 shares indirectly through the company 401(k) plan and as trustee of a Grantor Retained Annuity Trust.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider HENSLEE GREGORY L

Role CHAIRMAN OF THE BOARD

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common stock	1,461	$98.41	$144K
Grant/Award	Common stock	4,305	$98.85	$426K
holding	Common stock	--	--	--

Holdings After Transaction: Common stock — 241,485 shares (Direct); Common stock — 191,603 shares (Indirect, Indirectly in the Company's 401k plan and as trustee of a GRAT.)

Footnotes (4)

F1. Represents a restricted share award, which vests in one equal annual installment on January 29, 2027.
F2. Represents shares withheld to satisfy payroll tax withholding obligations upon the vesting of restricted shares previously awarded.
F3. Total includes 4,305 unvested restricted share awards and 237,180 shares held directly by Mr. Henslee.
F4. Total includes 74,897 shares held in the Company's 401K plan and 116,706 shares held as trustee of a Grantor Retained Annuity Trust (GRAT).

FAQ

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What insider transactions did Greg Henslee report for O'Reilly Automotive (ORLY)?

Greg Henslee reported a restricted stock award and a tax withholding transaction. He received 4,305 restricted shares on January 29, 2026, and had 1,461 shares withheld on January 30, 2026 to cover payroll tax obligations tied to vesting restricted shares.

How many O'Reilly Automotive (ORLY) shares did Greg Henslee receive in his latest award?

Greg Henslee received 4,305 shares of O'Reilly Automotive common stock as a restricted share award. The award was granted on January 29, 2026 at a value of $98.85 per share and vests in one equal annual installment on January 29, 2027.

Why were 1,461 O'Reilly Automotive (ORLY) shares withheld from Greg Henslee?

The 1,461 shares were withheld to satisfy payroll tax withholding obligations. These obligations arose when previously granted restricted shares vested, and the company retained shares valued at $98.41 each instead of selling them on the open market for tax payment.

How many O'Reilly Automotive (ORLY) shares does Greg Henslee own after these transactions?

After the reported transactions, Greg Henslee beneficially owned 241,485 O'Reilly Automotive shares directly. He also held 191,603 shares indirectly, including 74,897 shares in the company’s 401(k) plan and 116,706 shares as trustee of a Grantor Retained Annuity Trust.

What portion of Greg Henslee's O'Reilly Automotive (ORLY) holdings are indirect?

Greg Henslee indirectly holds 191,603 O'Reilly Automotive shares. This total comprises 74,897 shares in the company’s 401(k) plan and 116,706 shares held as trustee of a Grantor Retained Annuity Trust, in addition to his separate direct share ownership.

When do Greg Henslee's new restricted O'Reilly Automotive (ORLY) shares vest?

The 4,305 restricted O'Reilly Automotive shares granted to Greg Henslee vest in one installment. According to the filing, this restricted share award will vest in a single equal annual installment on January 29, 2027, assuming the applicable vesting conditions are satisfied.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/02/2026 - 04:36 PM EST

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^*

HENSLEE GREGORY L

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	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)
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	01/29/2026		A		4,305⁽¹⁾	A	$98.85	242,946	D
Common stock	01/30/2026		F		1,461⁽²⁾	D	$98.41	241,485⁽³⁾	D
Common stock								191,603⁽⁴⁾	I	Indirectly in the Company's 401k plan and as trustee of a GRAT.

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)

Explanation of Responses:

1. Represents a restricted share award, which vests in one equal annual installment 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 4,305 unvested restricted share awards and 237,180 shares held directly by Mr. Henslee.

4. Total includes 74,897 shares held in the Company's 401K plan and 116,706 shares held as trustee of a Grantor Retained Annuity Trust (GRAT).

	/s/ Greg Henslee	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