Rush Enterprises Inc.

03/05/2026 | Press release | Distributed by Public on 03/05/2026 15:13

Management Change/Compensation (Form 8-K)

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(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:
Cash Bonus Payments
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:
Name / Title
Cash Bonus
W. M. "Rusty" Rush
President, Chief Executive Officer and Chairman of the Board
$
3,508,150
Steven L. Keller
Chief Financial Officer and Treasurer
$
634,000
Jason Wilder
Chief Operating Officer
$
628,000
Jody Pollard
Senior Vice President - Truck and Aftermarket Sales
$
574,293
The cash bonuses will be paid on March 13, 2026.
Stock Option Grants
The Compensation Committee approved the following stock options exercisable for shares of the Company's Class A common stock (the "Stock Options"):
Name / Title
Stock
Options (#)
W. M. "Rusty" Rush
President, Chief Executive Officer and Chairman of the Board
35,000
Steven L. Keller
Chief Financial Officer and Treasurer
10,000
Jason Wilder
Chief Operating Officer
10,000
Jody Pollard
Senior Vice President - Truck and Aftermarket Sales
10,000
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.
Restricted Stock Awards
The Compensation Committee approved the following restricted stock awards (the "RSAs"):
Name / Title
RSAs (#)
W. M. "Rusty" Rush
President, Chief Executive Officer and Chairman of the Board
50,000
Steven L. Keller
Chief Financial Officer and Treasurer
25,000
Jason Wilder
Chief Operating Officer
22,000
Jody Pollard
Senior Vice President - Truck and Aftermarket Sales
17,400
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.
Rush Enterprises Inc. published this content on March 05, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 05, 2026 at 21:13 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]