DUMAS ROBERT ALLEN 4

What Happened
Robert Allen Dumas, Senior VP of Eastern Store Operations & Sales at O'Reilly Automotive (ORLY), exercised a total of 84,600 stock options and sold 84,600 shares in an open-market transaction on May 20, 2026. The exercises consisted of 9,600 shares at a $17.12 strike ($164,352) and 75,000 shares at a $17.98 strike ($1,348,500). The shares sold were 84,600 at $92.60 each, generating gross proceeds of $7,833,765. After paying the option strike amounts (~$1,512,852), the approximate pre-tax net proceeds were ~$6,320,913. The filing shows both the exercised-option acquisition lines and corresponding derivative ($0.00) entries that relate to the same exercises.

Key Details

• Transaction date: May 20, 2026 (Form 4 filed May 22, 2026) — timely (Form 4 is due within two business days).
• Option exercises (code M): 9,600 shares @ $17.12 = $164,352; 75,000 shares @ $17.98 = $1,348,500.
• Open-market sale (code S): 84,600 shares @ $92.60 = $7,833,765.
• Net proceeds (approx.): $7,833,765 − $1,512,852 = ~$6,320,913 (pre-tax, before fees).
• Shares acquired by exercise equal shares sold (84,600), so these exercises were followed by same-day sales.
• Footnote: Options vest in four equal annual installments beginning on the exercise date (F1).
• Shares owned after this transaction are not specified in the provided filing excerpt.

Context
The filing shows exercised options and a contemporaneous sale of the same number of shares, a common pattern known as a cashless exercise followed by an immediate sale — it converts option value to cash rather than increasing long-term shareholdings. Transaction codes: M = option exercise/conversion, S = open-market sale. This summary is factual and does not infer the insider's motives.