Rush Enterprises Inc. filed SEC Form 8-K: Leadership Update

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Date of Report (Date of earliest event reported): March 4, 2026

 

 

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code: (830) 302-5200

 

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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):

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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.

 

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(e)       On March 4, 2026, the Board of Directors (the “Board”) of Rush Enterprises, Inc. (the “Company”), upon the recommendation of the Compensation and Human Capital Committee of the Board (the “Compensation Committee”), approved the following compensation payments to the below named executive officers of the Company:

 

 

After a review of competitive market data and the Company’s operating results for the 2025 fiscal year, the Compensation Committee approved the following cash bonus payments:

 

 

The cash bonuses will be paid on March 13, 2026.

 

 

 

The Compensation Committee approved the following stock options exercisable for shares of the Company’s Class A common stock (the “Stock Options”):

 

 

 

The Stock Options will be granted under the Rush Enterprises, Inc. Amended and Restated 2007 Long-Term Incentive Plan (the “Plan”) on 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.

 

 

The Compensation Committee approved the following restricted stock awards (the “RSAs”):

 

 

 

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.

 

 

 

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.