Rush Enterprises (RUSHA) CEO receives stock grants and tax withholdings

Rhea-AI Filing Summary

Rush Enterprises CEO William “Rusty” Rush reported routine equity compensation and tax-related share withholdings. On March 13, 2026, he received 50,000 shares of Class B common stock as restricted stock that vests in thirds on each of the first three anniversaries of the grant date. He also received an option for 35,000 shares of Class A common stock at an exercise price of $61.75 per share, exercisable in thirds beginning on the third anniversary and expiring in 2036.

To cover tax obligations from earlier restricted stock vesting in 2023, 2024 and 2025, a total of 32,137 Class B shares were withheld on March 14–15, 2026 at a reference price of $59.69 per share, rather than sold in the open market. After these entries, he directly holds 174,154.5 Class A shares and 821,207 Class B shares, and has additional indirect holdings through 3MR Partners, L.P.

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^*

RUSH WILLIAM M RUSTY

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, President and COB

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		50,000(1)	A	$0	853,344(2)	D
Class B Common Stock	03/15/2026		F		13,773(3)	D	$59.69(4)	839,571(2)	D
Class B Common Stock	03/15/2026		F		9,182(5)	D	$59.69(4)	830,389(2)	D
Class B Common Stock	03/14/2026		F		9,182(6)	D	$59.69(4)	821,207(2)	D
Class A Common Stock								174,154.5(7)	D
Class B Common Stock								6,612,102	I	By 3MR Partners, L.P.
Class A Common Stock								6,184.5	I	By 3MR Partners, L.P.

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
Option (right to buy)	$61.75	03/13/2026		A		35,000		(8)	03/13/2036	Class A Common Stock	35,000	$0	35,000	D

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 and certain shares included in the Company's deferred compensation plan.

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. Includes certain shares included in the Company's deferred compensation plan.

8. Options may be exercised in increments of 1/3 on each anniversary of the grant date beginning on the third anniversary of the grant date. The grant date is ten years prior to the expiration date.

	/s/ Steven L. Keller, Attorney in Fact for W.M. "Rusty" Rush	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 RUSHA CEO William "Rusty" Rush report?

He reported stock grants and tax-related share withholdings. On March 13, 2026, he received restricted Class B shares and an option grant, and shares were withheld on March 14–15, 2026 to cover tax obligations from earlier restricted stock vesting.

How many shares did the RUSHA CEO receive as stock grants in this Form 4?

He received 50,000 shares of Class B common stock as restricted stock and an option covering 35,000 shares of Class A common stock at a $61.75 exercise price, both granted on March 13, 2026 as part of his equity compensation.

What are the tax-withholding share dispositions reported for RUSHA?

A total of 32,137 Class B shares were withheld on March 14–15, 2026 at $59.69 per share. These shares satisfied tax obligations from restricted stock vesting tied to grants made in 2023, 2024 and 2025, rather than representing open-market sales.

How do the new RUSHA stock awards for the CEO vest and when do options expire?

The 50,000 restricted Class B shares vest in one-third increments on each of the first, second and third anniversaries of March 13, 2026. The 35,000-share Class A option vests in thirds starting on the third anniversary and expires in 2036.

What are William "Rusty" Rush’s reported RUSHA share holdings after these transactions?

After the reported entries, he directly holds 174,154.5 shares of Class A common stock and 821,207 shares of Class B common stock. He also has additional indirect holdings in both classes through 3MR Partners, L.P., as disclosed in the ownership footnotes.

Were any of the RUSHA CEO’s reported transactions open-market stock sales or purchases?

No open-market trades were reported. The Form 4 shows equity compensation grants and F-code tax-withholding dispositions, where shares were used to satisfy tax liabilities on prior restricted stock vesting rather than being sold on the open market.