McRoberts Michael 4

4 · RUSH ENTERPRISES INC \TX\ · Filed Feb 23, 2026

AI-generated summary of this filing

Updated Feb 23, 2026

Rush Enterprises (RUSHA) Director McRoberts Exercises Options, Sells Shares

What Happened

Michael McRoberts, a Director and Senior Advisor at Rush Enterprises (RUSHA), exercised 8,000 stock options on Feb 19, 2026 at an exercise price of $15.06, paying $120,480. On the same day he sold 8,000 shares in the open market at a weighted average price of $70.81, receiving roughly $566,470. The Form 4 also reports a separate derivative line of 8,000 shares recorded as disposed at $0 in connection with an exercise/conversion.

Key Details

Transaction date: 2026-02-19.
Exercise: 8,000 shares exercised at $15.06 each (total cost $120,480). Code M = option exercise/conversion.
Sale: 8,000 shares sold (open market) at a weighted average price of $70.81 (total proceeds ≈ $566,470). Footnote F2: sale prices ranged from $70.275 to $71.11; reporting person can provide a breakdown on request.
Additional derivative line: 8,000 shares listed as disposed with $0 proceeds (also reported as an M-code exercise/conversion).
Shares owned after the transaction: not specified in the provided filing.
Filing timeliness: Report filed 2026-02-23 for a 2026-02-19 transaction — within the Form 4 reporting window (timely).

Context

This is effectively a same-day exercise-and-sell (cashless-style) transaction: options exercised and the exercised shares were sold the same day, so the economic result is a realized gain for the insider.
Footnote F1 notes inclusion of prior ESPP purchases (242.5765 shares on July 1, 2025 and 215.4659 shares on Jan 1, 2026) in the reporting person’s holdings context. Footnote F3 describes the option vesting rule (may be exercised in 1/3 increments on each anniversary beginning on the third anniversary of the grant).

Form 4

Period: 2026-02-19

DirectorOther

Transactions

Exercise/Conversion
Class A Common Stock
[F1]
2026-02-19$15.06/sh+8,000$120,480→ 24,229.339 total
Sale
Class A Common Stock
[F2]
2026-02-19$70.81/sh−8,000$566,470→ 16,229.339 total
Exercise/Conversion
Option (right to buy)
[F3]
2026-02-19−8,000→ 0 total
Exercise: $15.06Exp: 2027-03-15→ Class A Common Stock (8,000 underlying)

Footnotes (3)

[F1]Includes 242.5765 shares acquired on July 1, 2025, and 215.4659 shares acquired on January 1, 2026, under the Rush Enterprises, Inc. Employee Stock Purchase Plan.
[F2]This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.275 to $71.11. The reporting person undertakes to provide Rush Enterprises, Inc., any security holder of Rush Enterprises, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
[F3]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 Michael McRoberts|2026-02-23

1 file