O’Reilly Automotive (ORLY) director awarded 2,035 restricted shares as equity grant

Rhea-AI Filing Summary

O'Reilly Automotive director Thomas Hendrickson received a stock-based compensation award. On May 15, 2026, he acquired 2,035 shares of common stock as a restricted share award valued at $88.49 per share. These restricted shares are scheduled to vest in a single installment on May 13, 2027.

After this grant, Hendrickson holds a total of 20,875 shares of O'Reilly Automotive common stock, including 2,035 unvested restricted shares and 18,840 shares held directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider HENDRICKSON THOMAS

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common stock	2,035	$88.49	$180K

Holdings After Transaction: Common stock — 20,875 shares (Direct, null)

Footnotes (1)

1. Represents a restricted share award, which vests in one installment on May 13, 2027. Total includes 2,035 unvested restricted share awards and 18,840 shares held directly by Mr. Hendrickson.

Key Figures

Restricted shares granted: 2,035 shares Grant value per share: $88.49 per share Total shares after grant: 20,875 shares +3 more

6 metrics

Restricted shares granted 2,035 shares Restricted share award on May 15, 2026

Grant value per share $88.49 per share Recorded price for restricted share award

Total shares after grant 20,875 shares Holdings following the reported transaction

Directly held shares 18,840 shares Common shares held directly by Mr. Hendrickson

Unvested restricted shares 2,035 shares Unvested restricted share awards included in total holdings

Vesting date May 13, 2027 Restricted share award vests in one installment

Key Terms

restricted share award, unvested restricted share awards, grant, award, or other acquisition

3 terms

restricted share award financial

"Represents a restricted share award, which vests in one installment on May 13, 2027."

A restricted share award is a grant of company stock given to an employee or executive that only becomes permanent ownership if certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of it as a gift locked in a box that opens when the rules are satisfied; for investors, these awards can dilute existing shares and signal management’s incentives and confidence in future performance.

unvested restricted share awards financial

"Total includes 2,035 unvested restricted share awards and 18,840 shares held directly by Mr. Hendrickson."

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

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^*

HENDRICKSON THOMAS

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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	05/15/2026		A		2,035(1)	A	$88.49	20,875(2)	D

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

Explanation of Responses:

1. Represents a restricted share award, which vests in one installment on May 13, 2027.

2. Total includes 2,035 unvested restricted share awards and 18,840 shares held directly by Mr. Hendrickson.

	/s/ Thomas Hendrickson	05/18/2026
	** 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 did O'Reilly Automotive (ORLY) director Thomas Hendrickson report on this Form 4?

Thomas Hendrickson reported receiving a grant of 2,035 shares of O’Reilly Automotive common stock as a restricted share award. The award is stock-based compensation and increases his total direct and unvested holdings in the company.

How many O'Reilly Automotive (ORLY) shares did Thomas Hendrickson acquire in this transaction?

He acquired 2,035 shares of O’Reilly Automotive common stock. These shares were granted as a restricted share award, not bought on the open market, and form part of his overall equity compensation package.

At what price was the O'Reilly Automotive (ORLY) restricted share award recorded?

The restricted share award was recorded at $88.49 per share. This value reflects the grant-date price used for reporting the stock-based compensation, rather than an open-market purchase or sale transaction.

When do Thomas Hendrickson’s O'Reilly Automotive (ORLY) restricted shares vest?

The 2,035 restricted shares are scheduled to vest in one installment on May 13, 2027. Until that vesting date, the shares remain unvested and are subject to the company’s award terms and conditions.

How many O'Reilly Automotive (ORLY) shares does Thomas Hendrickson hold after this grant?

After the grant, Hendrickson holds 20,875 O’Reilly Automotive shares in total. This figure includes 2,035 unvested restricted share awards and 18,840 common shares that are held directly in his name.

Was this O'Reilly Automotive (ORLY) Form 4 a market buy or sell by Thomas Hendrickson?

No, this filing reflects a grant of shares as compensation, not a market trade. The 2,035 shares were awarded as a restricted share grant, so there was no open-market buying or selling involved.