O’Reilly (ORLY) director Gregory Johnson receives 2,035-share restricted stock award

Rhea-AI Filing Summary

JOHNSON GREGORY D reported acquisition or exercise transactions in this Form 4 filing.

O’Reilly Automotive director Gregory D. Johnson reported a new stock grant. He received 2,035 shares of common stock as a restricted share award at a stated value of $88.49 per share. The award will vest in a single installment on May 13, 2027.

After this award, Johnson holds 79,248 shares directly, including 2,035 unvested restricted shares, and 14,700 shares indirectly in an IRA. This filing reflects compensation-related equity, not an open‑market purchase or sale.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider JOHNSON GREGORY D

Role null

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

Holdings After Transaction: Common stock — 79,248 shares (Direct, null); Common stock — 14,700 shares (Indirect, Indirectly in an IRA.)

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 77,213 shares held directly by Mr. Johnson.

Key Figures

Restricted shares granted: 2,035 shares Grant value per share: $88.49 per share Direct holdings after grant: 79,248 shares +2 more

5 metrics

Restricted shares granted 2,035 shares Restricted share award to Gregory D. Johnson

Grant value per share $88.49 per share Stated value for restricted share award

Direct holdings after grant 79,248 shares Common stock held directly after transaction

Indirect IRA holdings 14,700 shares Common stock held indirectly in an IRA

Vesting date May 13, 2027 Vesting date for 2,035 restricted shares

Key Terms

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

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 77,213 shares held directly by Mr. Johnson."

IRA financial

"Indirectly in an IRA."

An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

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^*

JOHNSON GREGORY D

(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	79,248(2)	D
Common stock								14,700	I	Indirectly in an IRA.

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 77,213 shares held directly by Mr. Johnson.

	/s/ Gregory D. Johnson	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 ORLY director Gregory D. Johnson report?

Gregory D. Johnson reported receiving a restricted share award of 2,035 O’Reilly Automotive common shares. This was a compensation-related grant, not an open-market trade, and is recorded at a stated value of $88.49 per share.

At what price was Gregory D. Johnson’s ORLY restricted award valued?

The 2,035-share restricted award was valued at $88.49 per share. This figure reflects the grant price used for reporting and compensation purposes, rather than a disclosed open-market transaction price or proceeds from buying or selling shares.

When do Gregory D. Johnson’s new ORLY restricted shares vest?

The 2,035 restricted O’Reilly Automotive shares vest on May 13, 2027 in a single installment. Until vesting, they remain unvested awards, which typically are subject to continued service or other applicable conditions under the company’s equity plan.

How many ORLY shares does Gregory D. Johnson hold after this Form 4?

Following the reported award, Johnson holds 79,248 shares directly, which includes 2,035 unvested restricted shares, plus 14,700 shares indirectly in an IRA. These figures show his total reported equity position in O’Reilly Automotive common stock.

Was Gregory D. Johnson’s ORLY transaction a market buy or sell?

No. The filing shows a grant/award acquisition of 2,035 restricted shares, not an open-market purchase or sale. It represents stock-based compensation awarded by O’Reilly Automotive, rather than Johnson trading shares with other market participants.