[Form 4] Rush Enterprises Inc Insider Trading Activity

Rhea-AI Filing Summary

Rush Enterprises Inc. (reported as RUSHA) Form 4 shows insider Michael L. Goldstone executed option-related activity on 08/22/2025. The report records an option exercise (code M) for 4,500 Class A common shares at an exercise price of $7.84 and a contemporaneous sale (code S) of 4,500 Class A common shares at $57.25. Following the acquisition entry the filing reports 17,009.713 shares beneficially owned, and after the sale it reports 12,509.713 shares beneficially owned. The derivative table lists an option with a $7.84 exercise price for 4,500 underlying shares and notes vesting occurs in one-third increments annually beginning on the third anniversary of grant.

Positive

• Insider exercised options at a low exercise price of $7.84, realizing potential intrinsic value
• Post-transaction beneficial ownership remains 12,509.713 Class A shares, indicating continued ownership stake
• Filing includes vesting explanation, improving transparency about option terms

Negative

• Insider sold 4,500 shares at $57.25 on the same date, which may be viewed negatively by some investors
• Form does not indicate a 10b5-1 plan, so intent/timing of sale is not specified in the filing

Insights

Financial Analyst

TL;DR: Insider exercised options cheaply and sold equivalent shares at a much higher market price; net direct holdings remain meaningful but diluted by sale.

The filing documents an exercise at $7.84 and an immediate sale at $57.25 for equal quantities, indicating standard option exercise-and-sell behavior to capture spread. The transactions changed reported beneficial ownership from 17,009.713 to 12,509.713 shares. For investors, this is routine Section 16 disclosure without explicit information on intent or timing beyond the 08/22/2025 trade date. Transaction sizes are modest relative to large-cap norms but represent material personal liquidity for the reporting person.

Corporate Governance Expert

TL;DR: The filing appears compliant and includes vesting detail; no governance red flags or unexplained insider timing are disclosed.

The Form 4 was signed by an attorney-in-fact and specifies codes and vesting schedule language, which aligns with standard insider reporting practices. The disclosure shows both acquisition via option exercise and disposition via sale on the same date, and includes the required ownership and derivative details. The document contains an explanatory footnote on vesting increments but provides no additional plan documentation or 10b5-1 plan indication.

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
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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)
08/22/2025

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	08/22/2025		M		4,500	A	$7.84	17,009.713	D
Class A Common Stock	08/22/2025		S		4,500	D	$57.25	12,509.713	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)	$7.84	08/22/2025		M			4,500	(1)	03/15/2026	Class A Common Stock	4,500	$0	0	D

Explanation of Responses:

1. 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 Michael L. Goldstone	08/25/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Michael L. Goldstone report for RUSHB?

The Form 4 reports an option exercise of 4,500 Class A shares at $7.84 and a sale of 4,500 Class A shares at $57.25, both on 08/22/2025.

How many Rush Enterprises shares did the reporting person own after these transactions?

The filing shows 17,009.713 shares following the acquisition entry and 12,509.713 shares following the sale entry.

What are the terms of the derivative disclosed on the Form 4?

The derivative is an option with a $7.84 exercise price covering 4,500 underlying Class A shares; vesting occurs in one-third increments annually beginning on the third anniversary of the grant.

Was the Form 4 signed and dated properly?

Yes; the filing is signed by an attorney-in-fact, Matthew D. Willcox, for Michael L. Goldstone and dated 08/25/2025.

Does the filing state whether the sale was part of a 10b5-1 plan?

No; the Form 4 does not indicate that the transaction was made pursuant to a 10b5-1 plan.