ORLY EVP & CFO reports 3,795-share option exercise and sale

Rhea-AI Filing Summary

O’Reilly Automotive (ORLY) Executive Vice President and CFO Jeremy A. Fletcher reported an option exercise and share sale. On 11/18/2025, he exercised 3,795 nonqualified stock options with an exercise price of $18.15 per share, acquiring the same number of common shares. He then sold 3,795 common shares at a price of $100 per share on the same date. Following these transactions, he directly owned 35,876 common shares, with an additional 3,192 shares held indirectly in the company’s 401(k) plan. The options exercised were part of a grant that vested in four equal annual installments beginning on the original vesting date.

Insider Trade Summary

Exercise and Sale: 3,795 shares ($311K approx. pre-tax spread)

Exercise and Sale 4 txns

Insider FLETCHER JEREMY ADAM

Role EVP & CFO

Sold 3,795 shs ($380K)

Approx. gross sale proceeds $380K

Approx. exercise cost $69K

Approx. pre-tax spread $311K

Type	Security	Shares	Price	Value
Exercise	Nonqualified employee stock options (right to buy)	3,795	$0.00	$0.00
Exercise	Common stock	3,795	$18.15	$69K
Sale	Common stock	3,795	$100.00	$380K
holding	Common stock	--	--	--

Holdings After Transaction: Nonqualified employee stock options (right to buy) — 0 shares (Direct); Common stock — 35,876 shares (Direct); Common stock — 3,192 shares (Indirect, Indirectly in the Company's 401k plan.)

Footnotes (1)

1. F1. The options vest in four equal annual installments beginning on this date.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/20/2025 - 05:41 PM Learn about SEC filing dates

FAQ

What insider transaction did O’Reilly Automotive (ORLY) report for its CFO?

O’Reilly Automotive’s EVP & CFO, Jeremy A. Fletcher, reported an option exercise and a share sale on 11/18/2025, involving the same number of shares.

How many O’Reilly (ORLY) stock options did the CFO exercise and at what price?

The CFO exercised 3,795 nonqualified employee stock options with an exercise price of $18.15 per share, receiving an equal number of common shares.

How many O’Reilly (ORLY) shares did the CFO sell and at what price?

On 11/18/2025, the CFO sold 3,795 shares of O’Reilly common stock at a price of $100 per share.

What is the CFO’s O’Reilly (ORLY) share ownership after these transactions?

After the reported transactions, the CFO directly owned 35,876 shares of O’Reilly common stock and held 3,192 shares indirectly through the company’s 401(k) plan.

What type of derivative security was involved in the O’Reilly (ORLY) CFO’s transaction?

The transaction involved nonqualified employee stock options (right to buy) that were exercisable at $18.15 per share and related to 3,795 underlying common shares.

How did the O’Reilly (ORLY) CFO’s option grant vest?

The option grant underlying this transaction vested in four equal annual installments beginning on its original vesting date, as noted in the explanation of responses.

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^*

FLETCHER JEREMY ADAM

(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)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2025

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	11/18/2025		M		3,795	A	$18.15	39,671	D
Common stock	11/18/2025		S		3,795	D	$100	35,876	D
Common stock								3,192	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)	$18.15	11/18/2025		M		3,795		03/11/2017(1)	03/11/2026	Common stock	3,795	$0	0	D

Explanation of Responses:

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

	/s/ Jeremy A. Fletcher	11/20/2025
	** 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.