O'Reilly Automotive (ORLY) SVP receives 3,368 stock options grant

Rhea-AI Filing Summary

O'Reilly Automotive senior vice president Philip M. Hopper reported a grant of 3,368 nonqualified employee stock options on January 29, 2026. These options have an exercise price of $98.85 and vest in four equal annual installments beginning on that date, running through January 29, 2029, with an expiration date of January 29, 2036.

Following this grant, Hopper holds 4,820 shares of O'Reilly common stock directly and 1,173 shares indirectly through the company’s 401(k) plan, in addition to the 3,368 options reported as directly owned.

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^*

HOPPER PHILIP M

(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 REAL ESTATE & EXPANSION

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)
			Code	V	Amount	(A) or (D)	Price
Common stock								4,820	D
Common stock								1,173	I	Indirectly in the Company's 401k Plan.

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)	$98.85	01/29/2026		A		3,368		01/29/2027(1)	01/29/2036	Common stock	3,368	$0	3,368	D

Explanation of Responses:

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

	/s/ Philip Hopper	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.

FAQ

What did O'Reilly Automotive (ORLY) executive Philip Hopper report on this Form 4?

Philip M. Hopper reported receiving 3,368 nonqualified employee stock options on January 29, 2026. The filing also updates his beneficial ownership, showing direct and indirect holdings of O'Reilly Automotive common stock following the reported equity award.

How many stock options were granted to Philip Hopper and on what terms?

Philip Hopper received 3,368 nonqualified employee stock options with an exercise price of $98.85 per share. These options were granted on January 29, 2026 and expire on January 29, 2036, providing a ten-year term from the first vesting date.

What is the vesting schedule for Philip Hopper’s new O'Reilly Automotive stock options?

The 3,368 stock options vest in four equal annual installments beginning January 29, 2026. This means one-quarter of the options becomes exercisable each year over four years, subject to continued service and the terms of the company’s equity plan.

How many O'Reilly Automotive shares does Philip Hopper own after this transaction?

After the reported transactions, Philip Hopper beneficially owns 4,820 shares of O'Reilly common stock directly. He also has 1,173 shares held indirectly in the company’s 401(k) plan, in addition to the 3,368 nonqualified stock options granted.

What indirect O'Reilly Automotive holdings does Philip Hopper report in this Form 4?

Besides directly owned shares, Philip Hopper reports 1,173 shares of O'Reilly common stock held indirectly in the company’s 401(k) plan. This indirect position complements his direct share ownership and the newly granted nonqualified employee stock options.

What role does Philip Hopper hold at O'Reilly Automotive related to this equity grant?

Philip M. Hopper serves as O'Reilly Automotive’s Senior Vice President of Real Estate & Expansion. The Form 4 shows he received nonqualified employee stock options as part of his compensation in this executive role within the company.