Rush Enterprises director exercises and sells 8,000 shares

Rush Enterprises director Michael McRoberts reported option and stock transactions in Class A common shares.

Accepted by SEC EDGAR 02/23/2026 - 06:14 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Rush Enterprises director Michael McRoberts reported option and stock transactions in Class A common shares. On February 19, 2026, he exercised options for 8,000 shares at $15.06 per share and then sold 8,000 shares at a weighted average price of $70.8087 in multiple trades. Following these transactions, he directly owned 16,229.339 Class A shares, including shares previously acquired under the employee stock purchase plan.

Insider Trade Summary

Exercise and Sale: 8,000 shares ($446K approx. pre-tax spread)

Exercise and Sale 3 txns

Insider McRoberts Michael

Role Director

Sold 8,000 shs ($566K)

Approx. gross sale proceeds $566K

Approx. exercise cost $120K

Approx. pre-tax spread $446K

Share of Position Sold 33.0%

Type	Security	Shares	Price	Value
Exercise	Option (right to buy)	8,000	$0.00	$0.00
Exercise	Class A Common Stock	8,000	$15.06	$120K
Sale	Class A Common Stock	8,000	$70.8087	$566K

Holdings After Transaction: Option (right to buy) — 0 contracts (Direct); Class A Common Stock — 16,229.339 shares (Direct)

Holdings Before and After: Option (right to buy), 8,000 to 0 contracts (Direct); Class A Common Stock, 16,229.339 to 16,229.339 shares (Direct)

Other Insiders: 2 other insiders reported open-market sales of this stock in the 30 days up to this filing.

Footnotes (3)

1. F1. 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.
2. F2. This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.275 to $71.11. 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. F3. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did RUSHA director Michael McRoberts report?

Michael McRoberts reported exercising options for 8,000 Rush Enterprises Class A shares and selling 8,000 shares on February 19, 2026. These transactions involved a derivative exercise at $15.06 and an open-market sale at a weighted average price of $70.8087 per share.

At what prices did Michael McRoberts trade RUSHA Class A common stock?

He exercised options at $15.06 per Rush Enterprises Class A share and sold 8,000 shares at a weighted average price of $70.8087. The sale occurred through multiple trades ranging from $70.275 to $71.11, according to the weighted-average pricing footnote.

How many RUSHA shares does Michael McRoberts hold after these transactions?

After the reported transactions, Michael McRoberts directly holds 16,229.339 shares of Rush Enterprises Class A common stock. This figure includes fractional shares previously acquired through the employee stock purchase plan, as detailed in the filing’s footnotes.

What type of derivative security did Michael McRoberts exercise at Rush Enterprises (RUSHA)?

He exercised an option, described as a “right to buy,” covering 8,000 Rush Enterprises Class A shares. The options became exercisable in one-third increments on each anniversary starting the third year after grant, with a term ending ten years after the grant date.

Were Michael McRoberts’ RUSHA share sales open-market transactions?

Yes. The filing describes the 8,000-share sale as an open-market or private sale transaction. A footnote explains the reported price is a weighted average of multiple trades executed between $70.275 and $71.11 per share on the transaction date.

Does the RUSHA filing mention shares acquired through an employee stock purchase plan?

Yes. A footnote states that McRoberts’ holdings include 242.5765 shares acquired on July 1, 2025, and 215.4659 shares acquired on January 1, 2026, under the Rush Enterprises Employee Stock Purchase Plan, contributing to his total direct ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

McRoberts Michael

(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		10% Owner
	Officer (give title below)	X	Other (specify below)
			Senior Advisor and Director

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		8,000	A	$15.06	24,229.339(1)	D
Class A Common Stock	02/19/2026		S		8,000	D	$70.8087(2)	16,229.339	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			8,000	(3)	03/15/2027	Class A Common Stock	8,000	$0	0	D

Explanation of Responses:

1. 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.

2. This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.275 to $71.11. 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/ Steven L. Keller, Attorney in Fact for Michael McRoberts	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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