Rush Enterprises (NASDAQ: RUSHA) boosts executive pay with bonuses and stock grants

Rhea-AI Filing Summary

Rush Enterprises, Inc. approved 2025 performance-based cash bonuses and new equity awards for key executives. The Board’s Compensation and Human Capital Committee set a cash bonus of $3,508,150 for President, CEO and Chairman W. M. “Rusty” Rush, with bonuses of $634,000 for CFO Steven L. Keller, $628,000 for COO Jason Wilder, and $574,293 for Senior Vice President Jody Pollard. These bonuses will be paid on March 13, 2026.

The Committee also approved stock options for Class A common stock and restricted stock awards under the company’s long-term incentive plan, all to be granted on March 13, 2026. Rusty Rush will receive options on 35,000 shares and 50,000 restricted shares, with other executives receiving between 10,000–25,000 options or restricted shares. Options vest in three equal annual installments beginning on the third anniversary of the grant date, while restricted stock vests in three equal installments beginning on the first anniversary. Senior Advisor and director Michael J. McRoberts will receive restricted stock awards valued at $250,000 in Class B common stock, based on the grant date closing price.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2026

Rush Enterprises, Inc.

(Exact name of registrant as specified in its charter)

Texas (State or other jurisdiction of incorporation)	0-20797 (Commission File Number)	74-1733016 (IRS Employer Identification No.)
555 IH-35 South, Suite 500 New Braunfels, Texas (Address of principal executive offices)		78130 (Zip Code)

Registrant’s telephone number, including area code: (830) 302-5200

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	RUSHA	Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per share	RUSHB	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)       On March 4, 2026, the Board of Directors (the “Board”) of Rush Enterprises, Inc. (the “Company”), upon the recommendation of the Compensation and Human Capital Committee of the Board (the “Compensation Committee”), approved the following compensation payments to the below named executive officers of the Company:

Cash Bonus Payments

After a review of competitive market data and the Company’s operating results for the 2025 fiscal year, the Compensation Committee approved the following cash bonus payments:

Name / Title		Cash Bonus
W. M. “Rusty” Rush President, Chief Executive Officer and Chairman of the Board		$	3,508,150
Steven L. Keller Chief Financial Officer and Treasurer		$	634,000
Jason Wilder Chief Operating Officer		$	628,000
Jody Pollard Senior Vice President – Truck and Aftermarket Sales		$	574,293

The cash bonuses will be paid on March 13, 2026.

Stock Option Grants

The Compensation Committee approved the following stock options exercisable for shares of the Company’s Class A common stock (the “Stock Options”):

Name / Title		Stock Options (#)
W. M. “Rusty” Rush President, Chief Executive Officer and Chairman of the Board			35,000
Steven L. Keller Chief Financial Officer and Treasurer			10,000
Jason Wilder Chief Operating Officer			10,000
Jody Pollard Senior Vice President – Truck and Aftermarket Sales			10,000

The Stock Options will be granted under the Rush Enterprises, Inc. Amended and Restated 2007 Long-Term Incentive Plan (the “Plan”) on March 13, 2026 (the “Grant Date”). The Stock Options will have an exercise price equal to the closing sale price of the Company’s Class A common stock on the Grant Date and will vest in three equal annual installments beginning on the third anniversary of the Grant Date. Additional terms and conditions applicable to the Stock Options are set forth in the Form of Rush Enterprises, Inc. Amended and Restated 2007 Long-Term Incentive Plan Stock Option Agreement attached as Exhibit 10.5 to the Company’s Form 10-K filed with the Securities and Exchange Commission on February 23, 2024.

Restricted Stock Awards

The Compensation Committee approved the following restricted stock awards (the “RSAs”):

Name / Title		RSAs (#)
W. M. “Rusty” Rush President, Chief Executive Officer and Chairman of the Board			50,000
Steven L. Keller Chief Financial Officer and Treasurer			25,000
Jason Wilder Chief Operating Officer			22,000
Jody Pollard Senior Vice President – Truck and Aftermarket Sales			17,400

The RSAs will be granted under the Plan on the Grant Date. In addition, per the terms of his Senior Advisor Agreement attached as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 30, 2024, Michael J. McRoberts, Senior Advisor and a member of the Board of Directors of the Company, will receive a grant of RSAs valued at $250,000 on the Grant Date. The number of RSAs that will be granted to Mr. McRoberts will be determined based on the closing sale price of the Company’s Class B common stock on the Grant Date.

The RSAs entitle the grantee to receive shares of the Company’s Class B common stock upon satisfaction of the vesting conditions. The RSAs will vest in three equal installments beginning on the first anniversary of the Grant Date. Additional terms and conditions applicable to the RSAs are set forth in the Form of Rush Enterprises, Inc. Amended and Restated 2007 Long-Term Incentive Plan Restricted Stock Award Agreement attached as Exhibit 10.6 to the Company’s Form 10-K filed with the Securities and Exchange Commission on February 23, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RUSH ENTERPRISES, INC.
Dated: March 5, 2026		By:	/s/ Michael Goldstone
		Michael Goldstone
		Senior Vice President, General Counsel and Corporate Secretary

FAQ

What executive cash bonuses did Rush Enterprises (RUSHA) approve for 2025 performance?

Rush Enterprises approved sizable 2025 cash bonuses for key executives. W. M. “Rusty” Rush will receive $3,508,150, Steven L. Keller $634,000, Jason Wilder $628,000, and Jody Pollard $574,293, all payable on March 13, 2026, after reviewing market data and operating results.

What stock option grants did Rush Enterprises (RUSHA) authorize on March 13, 2026?

The company approved new stock options in Class A common stock. Rusty Rush will receive options on 35,000 shares, while Steven L. Keller, Jason Wilder, and Jody Pollard will each receive options on 10,000 shares, with the exercise price set at the grant date closing sale price.

What restricted stock awards did Rush Enterprises (RUSHA) grant to executives?

Rush Enterprises authorized significant restricted stock awards under its long-term plan. Rusty Rush will receive 50,000 RSAs, Steven L. Keller 25,000, Jason Wilder 22,000, and Jody Pollard 17,400. These awards will be granted on March 13, 2026 and vest in three equal installments.

How do Rush Enterprises’ new stock options for executives vest?

The executive stock options follow a long-term vesting schedule. Options granted under the Rush Enterprises, Inc. Amended and Restated 2007 Long-Term Incentive Plan will vest in three equal annual installments, beginning on the third anniversary of the March 13, 2026 grant date, encouraging multi-year alignment with company performance.

How do the restricted stock awards at Rush Enterprises (RUSHA) vest?

Restricted stock awards vest over three years on an annual schedule. RSAs granted on March 13, 2026 will vest in three equal installments, starting on the first anniversary of the grant date, providing executives with staged ownership in the company over time.

What compensation will Senior Advisor Michael J. McRoberts receive from Rush Enterprises?

Michael J. McRoberts will receive restricted stock awards tied to Class B shares. Under his Senior Advisor Agreement, he will be granted RSAs valued at $250,000, with the number of shares based on the Class B closing sale price on the March 13, 2026 grant date.

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