Rush Enterprises (RUSHA) CFO awarded restricted stock and options, shares withheld for taxes

Rhea-AI Filing Summary

Rush Enterprises CFO and Treasurer Steven L. Keller reported equity compensation and related tax-withholding transactions. On March 13, 2026, he received 25,000 shares of Class B restricted stock that vest in equal thirds on each of the first three anniversaries of the grant date. He was also granted options for 10,000 shares of Class A common stock at an exercise price of $61.75 per share, expiring in 2036.

To cover tax obligations from vesting of earlier restricted stock grants, a total of 10,890 shares of Class B common stock were withheld at a price of $59.69 per share on March 14–15, 2026. Following these transactions, he directly holds 264,706 shares of Class B common stock and 84,373.520 shares of Class A common stock, which include unvested restricted stock, employee stock purchase plan shares, and certain deferred compensation plan shares.

Insights

Equity compensation and insider-transactions analyst

Filing shows routine equity awards and tax withholding, not open-market trading.

The reporting person, CFO and Treasurer Steven L. Keller, received 25,000 shares of restricted Class B stock and options over 10,000 Class A shares at $61.75 per share, expiring in 2036. These are compensation-related grants, not market purchases.

The three Form 4 code F entries totaling 10,890 Class B shares at $59.69 per share are described as shares withheld to satisfy tax obligations from prior restricted stock vesting. This is a non-discretionary mechanism rather than an open-market sale, so it carries limited signaling value.

After these transactions, the CFO directly holds 264,706 Class B shares and 84,373.520 Class A shares, plus the new 10,000-share option grant. Given the absence of open-market buys or sells and the compensation-focused nature of the activity, the overall impact on an investment thesis is neutral.

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^*

Keller Steven 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)
	CFO & Treasurer

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		25,000(1)	A	$0	275,596(2)	D
Class B Common Stock	03/15/2026		F		4,329(3)	D	$59.69(4)	271,267(2)	D
Class B Common Stock	03/15/2026		F		3,280(5)	D	$59.69(4)	267,987(2)	D
Class B Common Stock	03/14/2026		F		3,281(6)	D	$59.69(4)	264,706(2)	D
Class A Common Stock								84,373.52(7)	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		10,000		(8)	03/13/2036	Class A Common Stock	10,000	$0	10,000	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 242.5765 shares acquired on July 1, 2025, and 215.4659 shares acquired on January 1, 2026, under the Rush Enterprises, Inc. Employee Stock Purchase Plan; also 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	03/17/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Rush Enterprises (RUSHA) CFO Steven L. Keller receive?

Steven L. Keller received 25,000 shares of Class B restricted stock and options to purchase 10,000 shares of Class A common stock at an exercise price of $61.75 per share, with the options expiring in 2036 as part of his compensation.

How do the new restricted stock awards for RUSHA’s CFO vest?

The 25,000 Class B restricted shares granted to the CFO vest in three equal installments. One-third vests on each of the first, second, and third anniversaries of the March 13, 2026 grant date, aligning his compensation with multi-year company performance.

Why were RUSHA shares disposed of in the Form 4 for the CFO?

The reported Class B share dispositions were tax-withholding events. A total of 10,890 shares were withheld at $59.69 per share to satisfy the CFO’s tax obligations from vesting of earlier restricted stock grants, not discretionary open-market sales.

What are Steven L. Keller’s Rush Enterprises share holdings after these transactions?

After the reported transactions, the CFO directly holds 264,706 shares of Class B common stock and 84,373.520 shares of Class A common stock. These amounts include unvested restricted stock, employee stock purchase plan shares, and certain deferred compensation plan holdings.

What are the key terms of the new Rush Enterprises stock options granted to the CFO?

The CFO received options for 10,000 shares of Class A common stock at a $61.75 exercise price. These options may be exercised in one-third increments on each anniversary starting from the third anniversary of the grant date and expire in 2036, according to the disclosure.

Does the RUSHA Form 4 show any open-market buying or selling by the CFO?

The Form 4 does not show open-market purchases or sales. It reports compensation-related grants of restricted stock and stock options plus tax-withholding dispositions, where shares were withheld to cover tax liabilities from restricted stock vesting events.