Rush Enterprises (RUSHA) COO receives stock grants and options, reports tax withholdings

Rhea-AI Filing Summary

Rush Enterprises Chief Operating Officer Jason Wilder reported routine equity compensation and related tax withholdings. On March 13, 2026, he received 22,000 shares of Class B restricted stock and an option to buy 10,000 shares of Class A Common Stock at $61.75 per share, expiring on March 13, 2036. The restricted stock vests in one-third increments on each of the first, second and third anniversaries of the March 13, 2026 grant date.

Footnotes state the options may be exercised in one-third increments on each anniversary of the grant date beginning on the third anniversary. The filing also shows 9,222 Class B shares withheld on March 14–15, 2026 at $59.69 per share to cover tax obligations from earlier restricted stock vesting. After these entries, Wilder directly holds 92,470 Class B shares and 838.0087 Class A shares, including amounts acquired under the employee stock purchase plan.

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^*

Wilder Jason

(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)
	Chief Operating Officer

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		22,000(1)	A	$0	101,692(2)	D
Class B Common Stock	03/15/2026		F		3,719(3)	D	$59.69(4)	97,973(2)	D
Class B Common Stock	03/15/2026		F		2,479(5)	D	$59.69(4)	95,494(2)	D
Class B Common Stock	03/14/2026		F		3,024(6)	D	$59.69(4)	92,470(2)	D
Class A Common Stock								838.0087(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.

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 68.5244 shares acquired on July 1, 2025, and 65.4307 shares acquired on January 1, 2026, under the Rush Enterprises, Inc. Employee Stock Purchase 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/ Matthew D. Willcox, as Attorney in Fact for Jason Wilder	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 equity awards did RUSHA COO Jason Wilder receive in March 2026?

Jason Wilder received 22,000 shares of Class B restricted stock and an option for 10,000 Class A shares at $61.75 per share on March 13, 2026. These awards represent routine executive equity compensation with specific multi-year vesting and exercise schedules.

How do Jason Wilder’s new restricted stock awards at RUSHA vest?

The 22,000 Class B restricted shares vest in one-third increments on each of the first, second and third anniversaries of the March 13, 2026 grant date. This structure ties compensation to continued service across a three-year period.

What are the terms of Jason Wilder’s new RUSHA stock options?

Wilder received options on 10,000 Class A shares at a $61.75 exercise price, expiring March 13, 2036. Footnotes state they may be exercised in one-third increments on each anniversary of the grant date beginning on the third anniversary.

Were Jason Wilder’s share dispositions in March 2026 open-market sales?

No, the filing labels three Class B transactions totaling 9,222 shares as tax-withholding dispositions. Shares were withheld at $59.69 per share to satisfy tax obligations tied to prior restricted stock vesting, not discretionary market sales.

How many Rush Enterprises shares does Jason Wilder hold after these Form 4 transactions?

After the reported transactions, Wilder directly holds 92,470 shares of Class B Common Stock and 838.0087 shares of Class A Common Stock. The Class A total includes portions acquired on July 1, 2025 and January 1, 2026 under the employee stock purchase plan.

What prior grants were linked to Jason Wilder’s March 2026 tax-withholding entries?

Footnotes explain the withheld Class B shares relate to vesting from restricted stock grants dated March 15, 2023, March 15, 2024, and March 14, 2025. Those vesting events triggered tax obligations that were satisfied by delivering shares instead of cash.