ORLY: Leadership change

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers ​ O’Reilly Automotive, Inc. (the “Company” or “O’Reilly”) has appointed Colin Yankee as Executive Vice President and Chief Supply Chain Officer, effective July 13, 2026. In this position, Mr. Yankee will be responsible for all aspects of our supply chain operations including merchandise, inventory management, distribution operations, and transportation. ​ Mr. Yankee, age 49, joins O’Reilly with more than 20 years of retail supply chain experience. Prior to joining O’Reilly, Mr. Yankee held the position of Executive Vice President, Chief Supply Chain Officer at Tractor Supply Company since February 2020, where he had responsibility for the end-to-end supply chain, global sourcing and trade compliance, inventory management, and e-commerce and omni-channel operations. Mr. Yankee’s career also includes supply chain and distribution operations positions with Neiman Marcus and Target Corporation. ​ Mr. Yankee will receive an annual base salary of $700,000 and will be eligible to participate in the annual performance incentive compensation plan, with an annual incentive target of 85% of his base salary, based on the Company’s actual performance as measured against the same criteria that are applicable to the Company’s other executive officers. Mr. Yankee will receive a stock option award with an estimated future fair value of 100% of his annual base salary, granted at the same time that annual grants for the Company’s other executive officers are awarded. In addition, Mr. Yankee will receive a position level stock option award in connection with his hiring, with a grant-date fair value of $500,000, to be granted on July 1