O'Reilly Insider Wilbanks: 88,485 Shares Sold; Options Granted Aug 13, 2025

Rhea-AI Filing Summary

C. David Wilbanks, Senior Vice President of Merchandise at O'Reilly Automotive, reported multiple transactions dated 08/13/2025 and signed 08/15/2025. The filing shows acquisitions of 13,485 and 75,000 non-derivative common shares (both marked with code M) at reported prices of $17.09 and $18.15 respectively, and a disposition of 88,485 common shares sold at $102.5376. Table II records two nonqualified employee stock options with exercise prices of $17.09 (13,485 options) and $18.15 (75,000 options); both are shown as acquired on 08/13/2025 with stated vesting that begins in four equal annual installments from the listed grant dates. The report shows 10,305 shares beneficially owned following the transactions.

Positive

• Option grants disclosed with specific exercise prices ($17.09 and $18.15) and vesting language, providing transparency into executive compensation
• Detailed transaction reporting shows quantities and prices, leaving clear post-transaction beneficial ownership (10,305 shares)

Negative

• Large sale of 88,485 shares at $102.5376 reduced insider-held shares materially
• Post-transaction beneficial ownership is relatively small (10,305 shares), which may limit insider alignment by shareholding alone

Insights

Corporate Governance Expert

TL;DR: Routine insider option grants and a sizable share sale were reported; appears to be standard compensation and liquidity activity.

The Form 4 documents contemporaneous option acquisitions and a substantial sale of the same aggregate number of shares (88,485). The filing explicitly lists grant-level details including exercise prices and vesting commencement language stating the options vest in four equal annual installments beginning on the stated dates. The residual beneficial ownership after these transactions is 10,305 shares. This pattern—option grants consistent with employee compensation and concurrent sales—does not on its face indicate unusual corporate governance concerns within the limited facts disclosed.

Compensation & Equity Specialist

TL;DR: Equity-based compensation activity recorded: two option grants and a large open-market sale; vesting schedule is disclosed.

The report shows two nonqualified stock option awards (13,485 at $17.09 and 75,000 at $18.15) acquired 08/13/2025 with exercisability and expiration dates noted in Table II. The explanatory note states vesting occurs in four equal annual installments from the listed dates. Separately, 88,485 common shares were sold at $102.5376, leaving the reporting person with 10,305 shares beneficially owned. For investors focused on dilution or executive compensation expense, the specific option sizes and exercise prices are material inputs but no company-wide financial impacts are provided in this Form 4.

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
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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^*

WILBANKS CARL DAVID

(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)

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

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		M		13,485	A	$17.09	23,790	D
Common stock	08/13/2025		M		75,000	A	$18.15	98,790	D
Common stock	08/13/2025		S		88,485	D	$102.5376	10,305	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
Nonqualified employee stock options (right to buy)	$17.09	08/13/2025		M		13,485		01/28/2017(1)	01/28/2026	Common stock	13,485	$0	0	D
Nonqualified employee stock options (right to buy)	$18.15	08/13/2025		M		75,000		03/11/2017(1)	03/11/2026	Common stock	75,000	$0	0	D

Explanation of Responses:

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

	/s/ C. David Wilbanks	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.
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FAQ

What transactions did ORLY insider C. David Wilbanks report on Form 4?

The report discloses acquisitions of 13,485 and 75,000 common shares (code M) and a sale of 88,485 common shares at $102.5376 on 08/13/2025.

How many shares does the reporting person beneficially own after the reported transactions?

The Form 4 shows 10,305 shares beneficially owned following the reported transactions.

What option grants are disclosed in the Form 4 for ORLY insider Wilbanks?

Two nonqualified employee stock options were reported: 13,485 options at an exercise price of $17.09 and 75,000 options at $18.15, both granted 08/13/2025 with stated vesting in four equal annual installments.

When were the transactions and when was the Form 4 signed?

Transactions are dated 08/13/2025 and the Form 4 bears the reporting person's signature dated 08/15/2025.

Did the filing disclose vesting terms for the option awards?

Yes. The filing includes an explanation that the options vest in four equal annual installments beginning on the listed date.