O REILLY AUTOMOTIVE INC

The enclosed proxy is solicited by the Board of Directors (the “Board”) of O’Reilly Automotive, Inc. (the “Company” or “O’Reilly”), for use at the Annual Meeting of Shareholders (“Annual Meeting”) to be held in a virtual only format via live audio webcast at www.virtualshareholdermeeting.com/ORLY2024 on Thursday, May 16, 2024, at 9:00 a.m., Central Time, and at any adjournments thereof.

Whether or not you expect to virtually attend the meeting, please return your executed proxy card in the enclosed postage-paid envelope or vote via telephone or Internet, using the instructions discussed below and on the proxy card, and the shares represented thereby will be voted in accordance with your instructions. References to the Company’s website and the contents thereof do not constitute incorporation by reference of the information contained on the Company’s website, and such information is not part of this proxy statement. The proxy statement and the accompanying proxy card is expected to first begin mailing to shareholders on or about March 29, 2024.

MEETING INFORMATION

VOTING

ITEMS OF BUSINESS

KEY 2023 PERFORMANCE METRICS

HIGHLIGHTS

FINANCIAL & OPERATIONAL HIGHLIGHTS, FULL-YEAR 2023

·31st consecutive year of positive comparable store sales increases.·Operating profit dollars of $3.19B.·$38.47 diluted earnings per share.·Reinvested $1.01B into the business through capital expenditures.·Returned excess capital of $3.15B through share repurchase program.·5-year total shareholder return of 276%.·186 net, new store growth across the U.S., Puerto Rico, and Mexico.·Total store count increased to 6,157 stores in 48 U.S. states, Puerto Rico, and Mexico.·Entered Canadian market with agreement to acquire Groupe Del Vasto, completed in January 2024.For more information, see: O’Reilly’s 2023 Form 10-K, available on the Company’s website at www.OReillyAuto.com.

HUMAN CAPITAL MANAGEMENT

·Over 90,100 Team Members.·Our philosophy is to “promote from within,” and we aggressively prioritize personal career development.·Augment “promote from within” by pursuing strategic hires with specific technical proficiency or subject matter expertise.·Diversity of backgrounds and experiences represented on the Board.·Seek feedback through the Voice of the Team Member engagement survey.·Launched Team Member Network Groups in 2023, with additional growth targeted for 2024.For more information, see: O’Reilly’s 2023 Form 10-K or 2022 Environmental, Social, and Governance Report, both are available on the Company’s website at www.OReillyAuto.com.

EXECUTIVE COMPENSATION

·Executive compensation is focused on variable, performance-based incentives.·Compensation plans are balanced between short-term and long-term objectives to not encourage excessive risk-taking.·Equity-based compensation and Stock Ownership Policies further align management incentives to shareholder value.·Shareholder support for Say-On-Pay Vote over 90% last year.·Clawback policy requiring disgorgement of erroneously awarded compensation.For more information, see: the “Compensation of Executive Officers” section of this proxy statement.

CORPORATE GOVERNANCE PRACTICES

·Board Leadership consists of Chairman and Lead Independent Director.·Chief executive officer and chairman are separate positions.·Committees made up entirely of Independent Directors.·Directors required to meet stock ownership requirements.·Clawback policy requiring disgorgement of erroneously awarded compensation.·Policy to preclude pledging or hedging practices.·Election method for all Board members by majority vote.·One class of outstanding shares with each share entitled to one vote.·No poison pill.·Majority vote required to amend bylaws or charter.·Bylaws support shareholder proxy access.For more information, see: the “Compensation Governance” and “Compensation Program Details” sections of this proxy statement.

SHAREHOLDER ENGAGEMENT

·We value shareholders’ perspectives and feedback and pursue year-round engagement through Board access and executive and senior management, investor relations, and corporate governance team outreach efforts.·Based on ongoing engagement with our shareholders, we enhanced our ESG report, by adding disclosure regarding our environmental footprint, initial greenhouse gas (GHG) reduction goals, EEO-1 TABLE, and SASB Framework alignment.·Host on-site biennial event, where invited investors engage with executive management and meet a cross-section of our Teams.For more information, see: O’Reilly’s 2022 Environmental, Social, and Governance Report, available on the Company’s website at www.OReillyAuto.com.

The contents of any websites, reports, or other materials are not, and will not be deemed to be, a part of this proxy statement, or incorporated by reference into this proxy statement or any of our other filing with the Securities and Exchange Commission.

DIRECTOR NOMINEES

Member**C**** **Chair

KNOWLEDGE & SKILLS