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): ~~February~~March 174, 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 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On ~~February~~March 174, 2026, ~~Rush~~the ~~Enterprises,~~Board ~~Inc.~~of Directors (the “~~Company~~Board”) ~~issued~~of aRush ~~press~~Enterprises, ~~release~~Inc. ~~announcing~~ (the “Company’s”), ~~financial~~upon ~~results~~the ~~for~~recommendation ~~its~~of ~~fiscal~~the ~~fourth~~Compensation ~~quarter~~and ~~ended~~Human ~~December~~Capital ~~31,~~Committee ~~2025,~~of ~~and for~~ the ~~full~~Board ~~year 2025~~ (the “~~Earnings~~Compensation ~~Press Release~~Committee”)., Aapproved ~~copy of~~ the ~~Earnings~~following ~~Press~~compensation ~~Release~~payments isto ~~attached~~the ~~hereto~~below asnamed ~~Exhibit~~executive ~~99.1~~officers ~~and~~of isthe ~~incorporated herein by reference.~~Company:

~~Item~~Cash ~~7.01~~Bonus ~~Regulation FD Disclosure.~~Payments

~~The~~After ~~Earnings~~a ~~Press~~review ~~Release~~of ~~also~~competitive ~~announced~~market ~~that~~data and the Company’s ~~Board~~operating ofresults ~~Directors~~for ~~declared~~the a2025 ~~quarterly~~fiscal ~~cash dividend of $0.19 per share of Class A and Class B common stock~~year, tothe beCompensation ~~paid~~Committee onapproved ~~March~~the ~~18,~~following ~~2026,~~cash tobonus ~~all shareholders of record as of March 3, 2026.~~payments:

The information in this Current Report on Form 8-K (including the exhibit attached hereto) is being furnished under Item 2.02 and Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

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

~~Item~~The ~~9.01~~cash ~~Financial~~bonuses ~~Statements~~will ~~and~~be ~~Exhibits~~paid on March 13, 2026.

~~(d)~~Stock ~~Exhibits~~Option Grants

~~Exhibit~~The ~~No.~~Compensation ~~Description~~Committee approved the following stock options exercisable for shares of the Company’s Class A common stock (the “Stock Options”):

99.1 Rush Enterprises, Inc. press release dated February 17, 2026.

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

~~104~~The ~~Cover~~Stock ~~Page~~Options ~~Interactive~~will ~~Data~~be ~~File~~granted under the Rush Enterprises, Inc. Amended and Restated 2007 Long-Term Incentive Plan (~~formatted~~the in“Plan”) ~~Inline~~on ~~XBRL~~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: February 17, 2026	By:	/s/ Steven L. Keller
Dated: March 5, 2026		By:	/s/ Michael Goldstone
		Chief Financial Officer and Treasurer
		Michael Goldstone
		Senior Vice President, General Counsel and Corporate Secretary

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