On May 27, 2021, O'Reilly Automotive, Inc.'s (the "Company") Board of Directors
approved a resolution to increase the authorization amount under its share
repurchase program by an additional $1.5 billion, raising the aggregate
authorization under the program to $17.25 billion. The additional $1.5 billion
authorization is effective for a three-year period, beginning on May 27, 2021.
Stock repurchases under the program may be made from time to time, as the
Company deems appropriate, solely through open market repurchases effected
through a broker dealer at prevailing market prices, based on a variety of
factors such as price, corporate requirements and overall market conditions.
There can be no assurance as to the number of shares the Company will purchase,
if any. The share repurchase program may be increased or otherwise modified,
renewed, suspended or terminated by the Company at any time, without prior
notice.
On May 27, 2021, Darin Venosdel, Senior Vice President of Inventory Management
of the Company, established a plan in accordance with Rule 10b5-1 of the
Securities Exchange Act of 1934, as amended, for the trading of the Company's
common stock. The plan provides for option exercises and subsequent sales of
specified share amounts at specific market prices, subject to specified
limitations. The plan was established for the purpose of facilitating the
exercise and subsequent sale of stock options with a ten-year contractual life
that are due to expire November 2024. The plan was established during the
Company's unrestricted trading window and at a time when Mr. Venosdel was not in
possession of material, non-public information about the Company. Mr. Venosdel
has informed the Company that he will publicly disclose, as required by federal
securities laws, any option exercises and stock sales made under this plan.
O'Reilly Automotive, Inc. is one of the largest American distributors of automotive parts. The products are sold under own brands (BesTest®, BrakeBest®, Cartek®, Import Direct®, MasterPro®, MicroGard®, Murray®, Omnispark®, O'Reilly Auto Parts®, Precision®, Power Torque®, Super Start®, Syntec® and Ultima®) and third-party brands (AC Delco, Armor All, Bosch, Castrol, Dorman, Fel-Pro, Gates Rubber, Lucas Oil, Mobil1, Monroe, Moog, Pennzoil, Prestone, Standard, STP, Turtle Wax, Valvoline, Wagner et Wix). The group's activity is primarily organized around 3 families of products:
- automotive parts: alternator, starters, water pumps, chassis parts, etc.;
- maintenance products: antifreeze, filters, etc.;
- accessories: primarily automotive carpets and seat covers.
At the end of 2022, the products were marketed through a network of 5,971 stores located in the United States (5,929) and Mexico (42).
O'REILLY AUTOMOTIVE, INC 
