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RUSH ENTERPRISES INC \TX\·4

Mar 17, 7:49 PM ET

Wilder Jason 4

4 · RUSH ENTERPRISES INC \TX\ · Filed Mar 17, 2026

Research Summary

AI-generated summary of this filing

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Rush Enterprises (RUSHA) COO Jason Wilder Receives 32,000-Share Award; 9,222 Withheld

What Happened
Jason Wilder, Chief Operating Officer of Rush Enterprises (RUSHA), received two restricted stock awards on March 13, 2026 totaling 32,000 shares (22,000 and 10,000). These restricted shares vest 1/3 on each of the first, second and third anniversaries of the March 13, 2026 grant. Separately, a total of 9,222 shares were disposed of on March 14–15, 2026 to satisfy tax withholding obligations related to prior restricted-stock vestings; the withholding shares had an aggregate reported value of about $550,462 using the $59.69 closing price.

Key Details

  • Grant(s): 22,000 shares (03/13/2026) and 10,000 derivative shares (03/13/2026) — restricted stock, vesting 1/3 annually beginning 03/13/2026. (Footnote: F1)
  • Tax-withhold dispositions (code F): 3,024 shares (03/14/2026) = $180,503; 3,719 shares (03/15/2026) = $221,987; 2,479 shares (03/15/2026) = $147,972. Total withheld ≈ 9,222 shares ≈ $550,462. Price basis reported = $59.69 (close on 03/13/2026). (Footnotes: F3, F5, F6, F4)
  • Holdings after the transactions are not fully specified in the excerpt; filing notes include unvested restricted stock and ESPP shares (includes 68.5244 shares acquired 07/01/2025 and 65.4307 shares acquired 01/01/2026). (Footnotes: F2, F7)
  • These withholdings were to cover tax obligations (not open-market sales). (Footnotes: F3, F5, F6)
  • Filing date: 2026-03-17 for transactions between 03/13–03/15/2026 — appears to be filed within the Form 4 reporting window (timely).

Context

  • The 32,000-share award is restricted stock (not immediately tradable) and vests over three years; the withheld shares were retained/removed to cover tax liabilities from earlier vesting events, a routine administrative disposition rather than a discretionary open-market sale.
  • No indication in this filing of a 10b5-1 plan or gifts; transactions are compensation-related and tax-withholding.

Insider Transaction Report

Form 4
Period: 2026-03-13
RUSH ENTERPRISES INC \TX\RUSHA
Wilder Jason
Chief Operating Officer
Transactions
  • Award

    Class B Common Stock

    [F1][F2]
    2026-03-13+22,000→ 101,692 total
  • Tax Payment

    Class B Common Stock

    [F3][F4][F2]
    2026-03-15$59.69/sh−3,719$221,987→ 97,973 total
  • Tax Payment

    Class B Common Stock

    [F5][F4][F2]
    2026-03-15$59.69/sh−2,479$147,972→ 95,494 total
  • Tax Payment

    Class B Common Stock

    [F6][F4][F2]
    2026-03-14$59.69/sh−3,024$180,503→ 92,470 total
  • Award

    Option (right to buy)

    [F8]
    2026-03-13+10,000→ 10,000 total
    Exercise: $61.75Exp: 2036-03-13→ Class A Common Stock (10,000 underlying)
Holdings

  • Class A Common Stock

    [F7]
    838.009
Footnotes (8)
  • [F1]Reflects the grant of restricted stock. The restricted stock vests in increments of 1/3 on each of the first, second and third anniversary of the grant date, which is March 13, 2026.
  • [F2]Includes shares of unvested restricted stock.
  • [F3]Shares reported are shares not reported to the reporting person in order to satisfy the reporting person's tax obligations with respect to vesting associated with the grant of restricted stock that occurred on March 15, 2023.
  • [F4]The price reported was the closing share price on March 13, 2026.
  • [F5]Shares reported are shares not reported to the reporting person in order to satisfy the reporting person's tax obligations with respect to vesting associated with the grant of restricted stock that occurred on March 15, 2024.
  • [F6]Shares reported are shares not reported to the reporting person in order to satisfy the reporting person's tax obligations with respect to vesting associated with the grant of restricted stock that occurred on March 14, 2025.
  • [F7]Includes 68.5244 shares acquired on July 1, 2025, and 65.4307 shares acquired on January 1, 2026, under the Rush Enterprises, Inc. Employee Stock Purchase Plan.
  • [F8]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.
Signature
/s/ Matthew D. Willcox, as Attorney in Fact for Jason Wilder|2026-03-17

Documents

1 file
  • 4
    rdgdoc.xmlPrimary

    FORM 4