Rush Enterprises (RUSHA) SVP receives stock grants while shares withheld for taxes

Rhea-AI Filing Summary

Rush Enterprises senior executive Michael L. Goldstone reported routine equity compensation and related tax-withholding transactions. He received a grant of 13,000 shares of Class B common stock as restricted stock on March 13, 2026, which vests in thirds on each of the first, second and third anniversaries of the grant date. He was also granted options to buy 9,000 shares of Class A common stock at an exercise price of $61.75 per share, exercisable in one-third increments beginning on the third anniversary of the grant date until the option’s expiration in 2036. To cover tax obligations from prior restricted stock vesting events, 3,344 shares of Class B common stock were disposed of through tax-withholding transactions on March 14–15, 2026 at a reference price of $59.69 per share. After these transactions, Goldstone directly holds 72,990 shares of Class B common stock, including unvested restricted stock, plus the newly granted options.

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^*

Goldstone Michael L

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, GC and Corp. Sec.

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		13,000(1)	A	$0	75,040(2)	D
Class B Common Stock	03/15/2026		F		971(3)	D	$59.69(4)	74,069(2)	D
Class B Common Stock	03/15/2026		F		1,079(5)	D	$59.69(4)	72,990(2)	D
Class B Common Stock	03/14/2026		F		1,294(6)	D	$59.69(4)	71,696(2)	D

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		9,000		(7)	03/13/2036	Class A Common Stock	9,000	$0	9,000	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.

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. 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/ Matthew D. Willcox, Attorney in Fact for Michael Goldstone	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 executive Michael L. Goldstone report on this Form 4?

Michael L. Goldstone reported equity awards and related tax-withholding events. He received 13,000 restricted Class B shares and options for 9,000 Class A shares, and 3,344 Class B shares were withheld to satisfy tax obligations from earlier restricted stock vesting.

Were the RUSHA transactions open-market stock sales by Michael L. Goldstone?

No, the dispositions were tax-withholding events, not open-market sales. Shares were withheld to satisfy Goldstone’s tax obligations tied to vesting of previously granted restricted stock, using the closing share price of $59.69 on March 13, 2026 as the reference price.

What equity awards did RUSHA grant to Michael L. Goldstone in March 2026?

Goldstone received 13,000 shares of Class B restricted stock and options for 9,000 shares of Class A common stock. The restricted stock vests in equal one-third increments annually, and the options are exercisable in thirds starting on the third anniversary of the March 13, 2026 grant date.

How many RUSHA Class B shares does Michael L. Goldstone hold after these transactions?

After the reported transactions, Goldstone directly holds 72,990 shares of Class B common stock. This total includes shares of unvested restricted stock, reflecting his ongoing equity stake in the company following the March 2026 grants and tax-withholding dispositions.

What is the exercise price and expiration for Michael L. Goldstone’s new RUSHA stock options?

The newly granted options allow Goldstone to buy 9,000 shares of Class A common stock at an exercise price of $61.75 per share. These options may be exercised in one-third increments each year beginning on the third anniversary of the grant date, and expire in 2036.

How many RUSHA shares were used to cover Michael L. Goldstone’s tax obligations?

A total of 3,344 Class B common shares were disposed of to satisfy Goldstone’s tax obligations. These tax-withholding transactions relate to vesting of restricted stock originally granted on March 15, 2023, March 15, 2024, and March 14, 2025, according to the footnotes.