RUSH WILLIAM M RUSTY 4

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

AI-generated summary of this filing

Updated Mar 17, 2026

Rush Enterprises (RUSHA) 10% Owner William "Rusty" Rush Receives Award, Withholds Shares

What Happened

William M. "Rusty" Rush, a reported 10% owner of Rush Enterprises (RUSHA), was granted 85,000 restricted shares on March 13, 2026 (50,000 common + 35,000 derivative restricted shares). To cover tax obligations tied to prior vesting events, 32,137 shares were withheld/disposed on March 14–15, 2026 at a reported price of $59.69, representing about $1.92 million in value. These disposals were tax withholdings, not open-market sales.

Key Details

Transaction dates and prices:
- Grants: 50,000 and 35,000 restricted shares granted 2026-03-13 (price $0.00).
- Tax-withholding disposals: 13,773 shares on 2026-03-15 and 9,182 shares on 2026-03-14 and 9,182 shares on 2026-03-15; all reported at $59.69 (closing price on 2026-03-13).
- Total withheld/disposed: 32,137 shares for total reported value ~$1,918,258.
Vesting and restrictions:
- The new restricted stock grant vests in thirds on each of the first, second and third anniversaries of March 13, 2026.
- The withheld shares relate to tax obligations from earlier vesting/awards dated March 15, 2023; March 15, 2024; and March 14, 2025 (per footnotes).
- Some reported holdings include unvested restricted stock and amounts in the company’s deferred compensation plan.
Shares owned after the transactions: not specified in the provided filing excerpt.
Filing timing: Form 4 filed March 17, 2026 covering transactions from March 13–15, 2026 (filing timeliness not asserted here).

Context

These actions are routine award grants and tax-withholding dispositions tied to restricted stock vesting, not directional open-market buying or selling by the insider. For retail investors, grants signal compensation alignment but withholding-to-cover taxes is common and does not necessarily indicate a change in insider sentiment.

Form 4

Period: 2026-03-13

DirectorCEO, President and COB10% Owner

Transactions

Award
Class B Common Stock
[F1][F2]
2026-03-13+50,000→ 853,344 total
Tax Payment
Class B Common Stock
[F3][F4][F2]
2026-03-15$59.69/sh−13,773$822,110→ 839,571 total
Tax Payment
Class B Common Stock
[F5][F4][F2]
2026-03-15$59.69/sh−9,182$548,074→ 830,389 total
Tax Payment
Class B Common Stock
[F6][F4][F2]
2026-03-14$59.69/sh−9,182$548,074→ 821,207 total
Award
Option (right to buy)
[F8]
2026-03-13+35,000→ 35,000 total
Exercise: $61.75Exp: 2036-03-13→ Class A Common Stock (35,000 underlying)

Holdings

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 and certain shares included in the Company's deferred compensation plan.
[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 certain shares included in the Company's deferred compensation 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/ Steven L. Keller, Attorney in Fact for W.M. "Rusty" Rush|2026-03-17

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