ORLY: Leadership change

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers ​ On May 13, 2026, the Human Capital and Compensation Committee of the Board of Directors (the “Board”) of O’Reilly Automotive, Inc. (the “Company”) recommended a stock option award with a grant date fair value of $2,000,000 for Greg Henslee, Executive Chairman of the Board. The Board approved the award on May 14, 2026. The stock option award is granted at an exercise price equal to the closing market price of the Company’s common stock on the date of the grant and vests and becomes exercisable with respect to 25% of the covered shares on each of the first four anniversaries of the date of the grant, subject to Mr. Henslee’s continued service. The stock option award expires and ceases to be exercisable ten years after the date of the grant. ​ At the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 14, 2026, the Company’s shareholders elected Greg Henslee, David O’Reilly, Thomas T. Hendrickson, Kimberly A. deBeers, Gregory D. Johnson, John R. Murphy, Dana M. Perlman, Maria A. Sastre, and Fred Whitfield to serve as members of the Company’s Board until the annual meeting of the Company’s shareholders in 2027 and until his or her successor has been duly elected and qualified. ​ The members of the Board’s Audit Committee, Human Capital and Compensation Committee, and Corporate Governance/Nominating Committee remain unchanged. The purposes and functions of the respective committees remain unchanged. ​ Item 5.07 – Submission of Matters to a Vote of Security Holders ​ Of the 836,699,472 shares entitled to vote at the Annual Meeting, 740,987,412 shares were present in person or by proxy. At t