McRoberts Michael 4

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).