O’Reilly Automotive (ORLY) director receives 2,035-share restricted stock grant

Rhea-AI Filing Summary

PERLMAN DANA reported acquisition or exercise transactions in this Form 4 filing.

O'Reilly Automotive director Dana Perlman reported an equity grant of 2,035 shares of common stock, awarded at $88.49 per share as a restricted share award. These shares vest in a single installment on May 13, 2027, meaning they are subject to continued service or other vesting conditions.

Following the grant, Perlman holds 16,355 shares directly, including 2,035 unvested restricted shares and 14,320 shares held outright. In addition, 1,500 shares are held indirectly in a trust for the reporting person's child, where Perlman serves as trustee.

Insights

Equity Compensation Analyst

Director received routine restricted stock grant, increasing equity-based compensation.

Director Dana Perlman received a grant of 2,035 restricted shares of O'Reilly Automotive common stock at $88.49 per share. The award vests in one installment on May 13, 2027, aligning compensation with longer-term company performance.

This is classified as a grant/award acquisition rather than an open-market purchase, so it mainly reflects the company’s compensation program, not a discretionary buy. After the grant, Perlman holds 16,355 shares directly and 1,500 shares indirectly as trustee.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider PERLMAN DANA

Role null

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

Holdings After Transaction: Common Stock — 16,355 shares (Direct, null); Common stock — 1,500 shares (Indirect, Indirectly as trustee for reporting person's child.)

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 14,320 shares held directly by Ms. Perlman.

Key Figures

Restricted shares granted: 2,035 shares Grant price: $88.49 per share Direct holdings after grant: 16,355 shares +2 more

5 metrics

Restricted shares granted 2,035 shares Grant/award acquisition of common stock

Grant price $88.49 per share Restricted share award value per share

Direct holdings after grant 16,355 shares Total common stock held directly by Dana Perlman after transaction

Indirect holdings 1,500 shares Held as trustee for reporting person's child

Unvested restricted shares 2,035 shares Included within direct holdings, vesting May 13, 2027

Key Terms

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

4 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 14,320 shares held directly by Ms. Perlman."

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

trustee financial

"Indirectly as trustee for reporting person's child."

A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.

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^*

PERLMAN DANA

(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	16,355(2)	D
Common stock								1,500	I	Indirectly as trustee for reporting person's child.

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 14,320 shares held directly by Ms. Perlman.

	/s/ Dana M. Perlman	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 insider transaction did Dana Perlman report for O REILLY AUTOMOTIVE INC (ORLY)?

Dana Perlman reported receiving a grant of 2,035 restricted shares of O'Reilly Automotive common stock at $88.49 per share. This is equity compensation classified as a grant or award, not an open-market stock purchase or sale.

How many O REILLY AUTOMOTIVE INC (ORLY) shares does Dana Perlman hold after this Form 4?

After the reported grant, Dana Perlman holds 16,355 O'Reilly Automotive shares directly, including 2,035 unvested restricted shares and 14,320 shares held outright. An additional 1,500 shares are held indirectly in a trust for the reporting person's child.

What are the vesting terms of Dana Perlman’s restricted share award in ORLY?

The 2,035 restricted shares granted to Dana Perlman vest in one installment on May 13, 2027. Until that vesting date, the award remains unvested equity compensation subject to the applicable service or vesting conditions described in the grant.

Was the ORLY insider transaction a stock purchase or a compensation grant?

The filing classifies the transaction as a grant, award, or other acquisition with code A, not an open-market purchase. It reflects a restricted share award issued as part of Dana Perlman’s compensation rather than a discretionary buy in the market.

Does Dana Perlman have indirect holdings of O REILLY AUTOMOTIVE INC (ORLY) stock?

Yes. The Form 4 lists 1,500 shares of O'Reilly Automotive common stock held indirectly. These are owned in a trust for the reporting person’s child, with Dana Perlman serving as trustee for that indirect position.