ORLY insider sale: Director reduces stake by 595 shares on Aug 13, 2025

Rhea-AI Filing Summary

Maria Sastre, a director of O'Reilly Automotive, reported a sale of 595 shares of the issuer's common stock on 08/13/2025 at a reported price of $102.315 per share. After the sale, Ms. Sastre beneficially owns 15,935 shares in total, comprising 13,970 shares held directly and 1,965 unvested restricted shares. The Form 4 is signed and dated 08/15/2025. No derivative transactions are reported on this form and no additional directives, amendments, or plan-based transactions are indicated in the filing.

Insights

Financial Analyst

TL;DR: Director sold a small number of shares; post-sale holdings remain modest and include restricted shares.

The reported sale of 595 shares at $102.315 is a routine insider disposition and represents a small portion of the director's total holdings (15,935 shares). The filing discloses the split between directly held shares and unvested restricted shares, which is useful for assessing lock-up or retention incentives. There are no derivative transactions or plan-based trades disclosed on this Form 4, so the transaction appears to be a straightforward open-market sale rather than an exercise or hedging activity. Materiality to the company is limited given the share count reported.

Corporate Governance Expert

TL;DR: Filing complies with Section 16 reporting; shows ordinary director selling a minor stake while retaining restricted equity.

The Form 4 is properly executed and dated, lists the reporter's relationship as a director, and specifies ownership forms including 1,965 unvested restricted shares. This disclosure indicates ongoing equity-based retention for the director. The absence of coding for plan-based or Rule 10b5-1 transactions suggests the sale was not reported as part of an affirmative defense plan. From a governance perspective, this is a routine disclosure with no red flags such as large disposals, sudden derivative activity, or amendments.

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^*

SASTRE MARIA

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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	08/13/2025		S		595	D	$102.315	15,935(1)	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. Total includes 1,965 unvested restricted shares and 13,970 shares held directly by Ms. Sastre.

	/s/ Maria A. Sastre	08/15/2025
	** 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 transaction did Maria Sastre report on the Form 4 for ORLY?

The filing reports a sale of 595 shares of O'Reilly Automotive common stock on 08/13/2025 at $102.315 per share.

How many ORLY shares does Maria Sastre own after the reported transaction?

After the sale, Ms. Sastre beneficially owns 15,935 shares, consisting of 13,970 directly held shares and 1,965 unvested restricted shares.

Did the Form 4 report any option exercises or derivative transactions by Maria Sastre?

No. Table II for derivative securities shows no entries; the filing only reports a non-derivative sale of common stock.

Is the sale reported as part of a Rule 10b5-1 trading plan or an amendment?

No. The Form does not indicate the transaction was made pursuant to a Rule 10b5-1 plan and no amendment date is provided.