OREILLY DAVID E 4

What Happened

• David E. O'Reilly, Executive Chairman of the Board and director of O'Reilly Automotive (ORLY), was granted 3,733 restricted shares on 2026-01-29 at a reported value of $98.85 per share (total ~$369,007).
• On 2026-01-30, 1,280 shares were withheld at $98.41 per share (value ~$125,965) to satisfy payroll tax withholding obligations related to the vesting of restricted shares. The award (code A) and the withholding (code F) are routine equity-compensation transactions rather than open-market buys or discretionary sales.

Key Details

• Transaction dates and prices:
  • 2026-01-29: Award of 3,733 restricted shares @ $98.85 (value ~$369,007).
  • 2026-01-30: 1,280 shares withheld for taxes @ $98.41 (value ~$125,965).
• Shares held after transactions (per footnotes):
  • 3,733 unvested restricted shares (new award) and 146,620 shares held directly by Mr. O'Reilly.
  • Additional related holdings: 1,440,528 shares held as trustee for his children, 173,745 through his spouse, 1,600,000 held in a GRAT, and 343 in the company's 401(k).
• Notable footnotes:
  • F1: The restricted share award vests in one equal annual installment on January 29, 2027.
  • F2: The 1,280-share disposition reflects shares withheld to satisfy payroll tax withholding upon vesting.
• Timeliness: Form 4 filed 2026-02-02 — appears to be filed within the standard two-business-day window for these transactions.

Context

• This was a grant of restricted stock, not an open-market purchase or a voluntary sale. The subsequent withholding of shares to cover payroll taxes is a common administrative step when restricted awards vest and does not necessarily indicate a change in sentiment about the company.
• For retail investors, grants and routine tax-withholding disposals are standard compensation events; purchases by insiders can be more informative about conviction, while withholding is administrative.