Merchandise 5.02 – Departure of Administrators or Sure Officers; Election of Administrators;
Appointment of Sure Officers; Compensatory Preparations of Sure Officers

On January 6, 2023, O’Reilly Automotive, Inc. (the “Firm” or “O’Reilly”)
issued a press launch asserting that efficient January 9, 2023, Brad Beckham,
the Firm’s Government Vice President and Chief Working Officer, and Brent
Kirby, the Firm’s Government Vice President and Chief Provide Chain Officer,
will every be promoted to Co-President. Mr. Beckham and Mr. Kirby will proceed
to report back to Greg Johnson, who at the moment serves because the Firm’s President and
Chief Government Officer (“CEO”) and can stay as CEO however go on the title and
position of President to Mr. Beckham and Mr. Kirby.

Mr. Beckham might be liable for all home and worldwide retailer
operations and gross sales, actual property and growth, human assets, authorized, danger
administration, coaching, and finance. Mr. Kirby might be liable for
merchandise, distribution, logistics, stock administration, pricing, retailer
design, promoting/advertising, digital catalog, buyer satisfaction,
omnichannel, and knowledge expertise.

Mr. Beckham, age 44, has been an O’Reilly Group Member since 1996. Mr. Beckham’s
O’Reilly profession started as a components specialist and progressed via the roles of
retailer supervisor, district supervisor, regional supervisor, divisional vp,
Vice President of Japanese Retailer Operations and Gross sales, Senior Vice President of
Japanese Retailer Operations and Gross sales, Senior Vice President of Central Retailer
Operations and Gross sales, and Government Vice President of Retailer Operations and
Gross sales. Mr. Beckham has held the place of Government Vice President and Chief
Working Officer since January of 2022.

Mr. Kirby, age 54, has been an O’Reilly Group Member since 2018. Mr. Kirby started
his 35 12 months retail profession with Lowe’s Corporations, Inc. (“Lowe’s”) as a {hardware}
affiliate and progressed via varied positions on the retailer, district, and
regional ranges earlier than being promoted to Senior Vice President of Retailer
Operations and later Chief Omnichannel Officer. Previous to becoming a member of O’Reilly, Mr.
Kirby held the place of Chief Provide Chain Officer for Lowe’s. In 2018, Mr.
Kirby’s O’Reilly profession started as Senior Vice President of Omnichannel and
progressed via the position of Government Vice President of Provide Chain. Mr.
Kirby has held the place of Government Vice President and Chief Provide Chain
Officer since January of 2022.

In reference to the promotions, the Human Capital and Compensation Committee
of the Board of Administrators (the “Board”) beneficial, and the Board permitted, an
annual base wage of $750,000 for each Mr. Beckham and Mr. Kirby, decided
that every will proceed to be eligible to take part within the Firm’s annual
efficiency incentive compensation plan with an incentive goal of 100% of
their respective base salaries, based mostly on the Firm’s precise efficiency as
measured in opposition to the identical standards utilized to the Firm’s different govt
officers, and decided that every will obtain a inventory possibility award with a
grant date honest worth equal to 100% of their respective base salaries, every
granted on the identical time that annual grants for the Firm’s different govt
officers are awarded. Each Mr. Beckham and Mr. Kirby will even be eligible for
different advantages and perquisites on phrases considerably related to people who
apply to different govt officers of the Firm.

There aren’t any preparations or understandings between Mr. Beckham or Mr. Kirby and
some other particular person pursuant to which Mr. Beckham or Mr. Kirby was chosen as an
officer, there aren’t any household relationships between Mr. Beckham or Mr. Kirby and
any director or different officer of the Firm, and there aren’t any transactions in
which the Firm is a celebration and during which Mr. Beckham or Mr. Kirby has a
materials curiosity topic to disclosure underneath Merchandise 404(a) of Regulation S-Ok.

The textual content of the press launch is connected hereto as Exhibit 99.1.

Merchandise 9.01 – Monetary Statements and Reveals

Exhibit Quantity    Description
99.1                Press launch dated January 6, 2023
104               Cowl Web page Interactive Knowledge File - the quilt web page XBRL tags are
                  embedded inside the Inline XBRL doc

© Edgar On-line, supply Glimpses