Rush Enterprises (RUSHA) director awarded restricted Class B shares

Rhea-AI Filing Summary

Rush Enterprises (RUSHA) director Michael McRoberts reported compensation-related equity activity in Class B Common Stock. He received a grant of 4,188 shares of restricted stock on March 13, 2026. According to the disclosure, this restricted stock vests in three equal installments on each of the first, second and third anniversaries of the March 13, 2026 grant date.

The filing also shows three F-code transactions on March 14–15, 2026, covering a total of 20,046 shares delivered to satisfy tax obligations tied to restricted stock vesting from grants dated March 15, 2023, March 15, 2024 and March 14, 2025. These F-code entries represent shares withheld for taxes rather than open-market sales. In addition to his direct holdings, McRoberts has indirect ownership through the Michael J. McRoberts Trust, a revocable trust of which he is sole trustee, and a joint account with his spouse, with beneficial ownership in the trust disclaimed except for his pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McRoberts Michael

(Last) (First) (Middle)

555 IH 35 SOUTH, SUITE 500

(Street)

NEW BRAUNFELS TX 78130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RUSH ENTERPRISES INC \TX\ [ RUSHA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Senior Advisor and Director

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	03/13/2026		A		4,188(1)	A	$0	100,449(2)	D
Class B Common Stock	03/15/2026		F		7,508(3)	D	$59.69(4)	92,941(2)	D
Class B Common Stock	03/15/2026		F		7,643(5)	D	$59.69(4)	85,298(2)	D
Class B Common Stock	03/14/2026		F		4,895(6)	D	$59.69(4)	80,403(2)	D
Class B Common Stock								182,434(7)	I	By Trust
Class B Common Stock								1,000	I	Joint Account with Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects the grant of restricted stock. The restricted stock vests in increments of 1/3 on each of the first, second and third anniversary of the grant date, which is March 13, 2026.

2. Includes shares of unvested restricted stock.

3. Shares reported are shares not reported to the reporting person in order to satisfy the reporting person's tax obligations with respect to vesting associated with the grant of restricted stock that occurred on March 15, 2023.

4. The price reported was the closing share price on March 13, 2026.

5. Shares reported are shares not reported to the reporting person in order to satisfy the reporting person's tax obligations with respect to vesting associated with the grant of restricted stock that occurred on March 15, 2024.

6. Shares reported are shares not reported to the reporting person in order to satisfy the reporting person's tax obligations with respect to vesting associated with the grant of restricted stock that occurred on March 14, 2025.

7. Shares are held in the Michael J. McRoberts Trust, a revocable trust of which the reporting person is the sole trustee. The reporting person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

	/s/ Steven L. Keller, Attorney in Fact for Michael McRoberts	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Michael McRoberts report for Rush Enterprises (RUSHA)?

Michael McRoberts reported a grant of 4,188 shares of Class B restricted stock and three F-code tax-withholding dispositions totaling 20,046 shares. All reported events are compensation-related, tied to restricted stock grants and vesting, rather than open-market purchases or sales.

How does the new restricted stock grant to the Rush Enterprises (RUSHA) director vest?

The new restricted stock grant of 4,188 Class B shares vests in three equal one-third increments. Vesting occurs on each of the first, second and third anniversaries of the March 13, 2026 grant date, aligning vesting with long-term service and performance horizons.

What do the F-code tax-withholding transactions mean in the RUSHA Form 4?

The three F-code entries reflect 20,046 Class B shares delivered to cover McRoberts’ tax obligations from restricted stock vesting. They relate to grants originally awarded on March 15, 2023, March 15, 2024 and March 14, 2025, and are not open-market stock sales.

Does the Rush Enterprises (RUSHA) Form 4 show any open-market buying or selling by Michael McRoberts?

The Form 4 does not show any open-market purchases or sales. It reports one A-code grant of restricted stock and three F-code tax-withholding dispositions, which are shares delivered to satisfy tax liabilities associated with prior restricted stock vesting events.

What indirect holdings does Michael McRoberts report in Rush Enterprises (RUSHA) stock?

McRoberts reports indirect ownership of Class B Common Stock through the Michael J. McRoberts Trust, a revocable trust where he is sole trustee, and through a joint account with his spouse. He disclaims beneficial ownership of trust-held shares except for his pecuniary interest.

Why are the Rush Enterprises (RUSHA) tax-withholding entries priced at $59.69 per share?

The F-code tax-withholding entries use a price of $59.69 per share because that figure reflects the closing share price on March 13, 2026. This price is used to value the shares delivered to satisfy McRoberts’ tax obligations on vesting restricted stock.