Item 8.01 Other Events

On February 28, 2013, Jeffrey Groves, Vice-President of Legal and General Counsel of O'Reilly Automotive, Inc. (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 in January of 2019. The plan was established during the Company's unrestricted trading window and at a time when Mr. Groves was not in possession of material, non-public information about the Company. Mr. Groves 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.

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