Form 4: O'Reilly Automotive Chairman Reports Share Transactions

David E. O'Reilly, EV Chairman of O'Reilly Automotive Inc., reported an acquisition of restricted shares and a disposition for tax withholding.

Summary

• David E. O'Reilly, EV Chairman of the Board at O'Reilly Automotive Inc. (ORLY), reported changes in his beneficial ownership.
• On January 29, 2026, he acquired 3,733 shares of common stock at $98.85 per share as a restricted share award.
• These restricted shares are scheduled to vest in one equal annual installment on January 29, 2027.
• On January 30, 2026, 1,280 shares were disposed of at $98.41 per share to satisfy payroll tax withholding obligations related to the vesting of previously awarded restricted shares.
• Following these transactions, Mr. O'Reilly directly owns 150,353 shares, which includes 3,733 unvested restricted share awards and 146,620 directly held shares.
• He also indirectly beneficially owns 3,214,616 shares through his spouse, the Company's 401k plan, and as trustee for a Grantor Retained Annuity Trust (GRAT) and for his children.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. The acquisition of restricted shares aligns management's interests with shareholders, while the disposition for tax purposes is a routine administrative action.

Positives

• Acquisition of 3,733 restricted shares by the EV Chairman of the Board, aligning executive interests with long-term shareholder value.

Negatives

• Disposition of 1,280 shares to cover tax obligations, which is a routine event for restricted stock vesting and not necessarily a negative signal.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that routine insider transactions like restricted stock awards and tax-related dispositions are common across industries, reflecting standard executive compensation practices and not typically indicative of broader industry trends or competitive shifts. These transactions primarily serve to align executive interests with shareholder value over the long term.

Stakeholder Impact

• Shareholders: The acquisition of restricted shares by a key executive aligns their interests with long-term shareholder value.

Next Steps

• Vesting of 3,733 restricted share awards on January 29, 2027.

Key Dates

Recommendation

The filing details routine insider transactions related to executive compensation, specifically a restricted stock award and subsequent tax withholding. These events are administrative in nature and do not provide new fundamental information to warrant a change in investment recommendation. The transactions reflect standard practices and do not signal significant positive or negative shifts in the company's outlook or valuation.

Keywords

O'Reilly Automotive, ORLY, SEC Form 4, Insider Transaction, Restricted Stock, Share Award, Executive Compensation, David E. O'Reilly, Beneficial Ownership