O REILLY AUTOMOTIVE INC

For the period ended Dec 31, 2025. Filed Mar 27, 2026.

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Dec 31, 2025 · Filed Mar 27, 2026

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ORLY$89.89-1.7%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

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233 South Patterson Avenue, Springfield, Missouri 65802

DEAR SHAREHOLDERS:

GREG HENSLEEExecutive Chairmanof the Board

On behalf of the Board of Directors, and all of Team O’Reilly, we thank you for your continued support of O’Reilly Auto Parts. We have a long history of proactive engagement with you, our shareholders. In 2025, we completed a 15-for-1 forward stock split of our common stock, the fourth stock split in our Company’s history. We believe this split made our common stock more accessible and attractive for our Team Members, further including them in the next chapter of our Company’s growth. You will find all share and per share information presented in this proxy statement, as well as the accompanying Annual Shareholders’ Report, has been retrospectively adjusted to reflect the stock split.Team O’Reilly takes great pride in annually delivering outstanding returns to our shareholders. Our full-year 2025 comparable store sales increase of 4.7% is a testament to the hard work and dedication of our over 93,000 Team Members. This sustainable, profitable growth was supplemented by $2.1 billion in share repurchases and resulted in a 10% increase in diluted earnings per share. We look forward to the opportunity to continue our track record of generating strong returns for you in the coming year.You are cordially invited to attend the 2026 Annual Meeting of Shareholders of O’Reilly Automotive, Inc. to be held in a virtual-only format via live audio webcast at www.virtualshareholdermeeting.com/ORLY2026 on Thursday, May 14, 2026, at 9:00 a.m. Central Time. You will find information regarding the meeting in the enclosed Notice of Annual Meeting of Shareholders, including proposals on which you will be asked to vote. It is important that your shares be represented at the meeting. Whether or not you plan to attend via the live audio webcast, please complete, sign, date, and return the enclosed proxy card in the envelope provided at your earliest convenience or vote via telephone or Internet using the instructions on the proxy card.Sincerely,March 27, 2026

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


DATE AND TIME	PLACE	RECORD DATE
Thursday, May 14, 2026,9:00 a.m. Central Time	The Annual Meeting will be held in a virtual-only format via live audio webcast at www.virtualshareholdermeeting.com/ORLY2026.	Close of business on March 5, 2026

ITEMS OF BUSINESS

Transact such other germane business as may properly come before the meeting or any adjournments thereof.

PROPOSAL		BOARDRECOMMENDATION
1Elect as Directors the nine nominees named in the attached proxy statement.		FOR
2Conduct an advisory (non-binding) vote to approve executive compensation.		FOR
3Ratify the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026.		FOR
4Consider and act upon a shareholder proposal, if properly presented at the Annual Meeting.		AGAINST


The Board of Directors has fixed the close of business on March 5, 2026, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. A list of all shareholders entitled to vote at the Annual Meeting, arranged in alphabetical order and showing the address of and number of shares held by each shareholder, will be available during usual business hours at the office of the Corporate Secretary, Julie Gray, at 455 South Patterson Avenue, Springfield, Missouri 65802, to be examined by any shareholder for any purpose reasonably related to the Annual Meeting for ten days prior to the date thereof. The list will also be electronically available for examination throughout the course of the meeting.A copy of the Company’s Annual Shareholders’ Report for fiscal year 2025 accompanies this notice.By Order of the Board of Directors,Julie GraySecretarySpringfield, MissouriMarch 27, 2026		YOUR VOTE IS IMPORTANT TO ENSURE A QUORUM AT THE MEETING.
	Even if you own only a few shares, and whether or not you expect to virtually attend the meeting, we request you mark, date, sign, and mail the enclosed proxy card in the postage-paid envelope provided or vote your shares by telephone or Internet as directed on the enclosed proxy card. Telephone and Internet voting for shareholders of record will be available 24 hours a day and will close on Wednesday, May 13, 2026, at 11:59 p.m. Eastern Time.

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