ORLYO'Reilly Automotive
Deals with insiders in the proxy filed 2026-03-27
Deals between ORLY and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-31.
Nothing new: every deal in this year's section was reported last year too.
The whole section
5 paragraphs quoted as filed
Certain Relationships and Related Transactions“The Company leases certain land and buildings related to 64 of its O’Reilly Auto Parts stores and one surplus property under fifteen- and twenty-year operating lease agreements with entities in which David O’Reilly and Larry O’Reilly, who retired from the Board effective May 15, 2025, or members of their families, are affiliated. In addition, the Company leases certain land and buildings related to two of its O’Reilly Auto Parts stores under fifteen-year operating lease agreements with Greg Henslee. Generally, these lease agreements provide for renewal options for an additional five years at the option of the Company and the lease agreements are periodically modified to further extend the lease term for specific stores under the agreements. The total aggregate lease payments paid by the Company to the entities and individuals above was $4.6 million for the year ended December 31, 2025. The Company believes that the terms and conditions of the transactions with affiliates described above were no less favorable to the Company than those that would have been available to the Company in comparable transactions with unaffiliated parties.”
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Approval or Ratification of Transactions with Related Persons“Pursuant to the terms of the Audit Committee Charter, the Audit Committee is responsible for reviewing and approving all proposed transactions between the Company, any of the Company’s Officers or Directors, or relatives or affiliates of any such Officers or Directors, to ensure that such related party transactions are on a similar economic basis as a like transaction that occurred at arm’s length with an independent third party and are in the Company’s overall best interest and in the best interest of the Company’s shareholders. The quarterly Audit Committee meeting includes a standing agenda item for the review of such related party transactions. The Audit Committee has not adopted any specific procedures for the conduct of the reviews, rather each transaction is considered in light of the individual facts and circumstances. In the course of its review and approval of a transaction, the Audit Committee considers the following, among other factors it deems appropriate:”
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Approval or Ratification of Transactions with Related Persons“Whether the transaction would impair the independence of one or more of the Company’s Officers or Directors.”
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Approval or Ratification of Transactions with Related Persons“Whether the transaction is material, taking into account the significance of the transaction.”
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Approval or Ratification of Transactions with Related Persons“During 2025, all related party transactions were reviewed in accordance with the above procedures.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗