Rush Enterprises (RUSHA) SVP exercises options and sells 4,500 shares

Rhea-AI Filing Summary

Rush Enterprises senior vice president and general counsel Michael L. Goldstone exercised stock options and sold shares on February 19, 2026. He exercised options for 4,500 shares of Class A common stock at an exercise price of $15.0600 per share, then sold 4,500 shares in an open-market transaction at a weighted average price of $71.8629 per share, with individual sale prices ranging from $71.75 to $72.010. After these transactions, he directly owned 12,590.085 shares, which include small amounts previously acquired through 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^*

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)
02/19/2026

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 A Common Stock	02/19/2026		M		4,500	A	$15.06	17,090.085(1)	D
Class A Common Stock	02/19/2026		S		4,500	D	$71.8629(2)	12,590.085	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)	$15.06	02/19/2026		M			4,500	(3)	03/15/2027	Class A Common Stock	4,500	$0	0	D

Explanation of Responses:

1. Includes 41.1146 shares acquired on July 1, 2025, and 39.2584 shares acquired on January 1, 2026, under the Rush Enterprises, Inc. Employee Stock Purchase Plan.

2. This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.75 to $72.010. The reporting person undertakes to provide Rush Enterprises, Inc., any security holder of Rush Enterprises, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

3. 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 L. Goldstone	02/23/2026
	** 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 Goldstone report?

Michael L. Goldstone reported exercising options for 4,500 Rush Enterprises Class A shares and selling 4,500 shares on February 19, 2026. These transactions converted options into stock and then monetized the same number of shares in the open market.

How many Rush Enterprises (RUSHA) shares did the insider sell and at what price?

Michael L. Goldstone sold 4,500 shares of Rush Enterprises Class A common stock at a weighted average price of $71.8629 per share. Individual trades occurred in a price range from $71.75 to $72.010, according to the filing footnote.

What stock options did the Rush Enterprises (RUSHA) executive exercise?

Goldstone exercised options covering 4,500 shares of Rush Enterprises Class A common stock at an exercise price of $15.0600 per share. These options were structured to vest in one-third increments on each anniversary of the grant date after the third anniversary.

How many Rush Enterprises (RUSHA) shares does Michael Goldstone own after the transactions?

Following the February 19, 2026 transactions, Michael L. Goldstone directly owned 12,590.085 shares of Rush Enterprises Class A common stock. This total includes fractional shares previously acquired under the company’s employee stock purchase plan, as described in the footnotes.

What does the weighted average sale price mean in the RUSHA Form 4 filing?

The weighted average price of $71.8629 reflects multiple trades executed between $71.75 and $72.010. The filing notes that detailed information about the number of shares sold at each specific price is available to Rush Enterprises, its shareholders, or SEC staff upon request.

Were the Rush Enterprises (RUSHA) option exercises subject to a vesting schedule?

Yes. The options could be exercised in one-third increments on each anniversary of the grant date beginning on the third anniversary. The grant date is specified as ten years before the options’ expiration date, outlining a long-term vesting and exercise framework.