What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-02-24 compared with 2024-02-23 · 106 added, 155 removed, 312 unchanged (46% of the section changed)

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Our common stock trades on The NASDAQ Global Select Market SM under the symbols RUSHA and RUSHB.

During 2023, our Board of Directors approved four quarterly cash dividends on all outstanding shares of common stock totaling $0.62 per share.

During 2024, our Board approved four quarterly cash dividends on all outstanding shares of common stock totaling $0.70 per share.

We expect to continue paying cash dividends on a quarterly basis.

However, there is no assurance as to the payment of future dividends because the declaration and payment of such dividends is subject to the business judgment of our Board of Directors and will depend on historic and projected earnings, capital requirements, covenant compliance, financial conditions and such other factors as the Board of Directors deems relevant.

However, there is no assurance as to the payment of future dividends because the declaration and payment of such dividends is subject to the business judgment of our Board and will depend on historic and projected earnings, capital requirements, covenant compliance, financial conditions and such other factors as the Board deems relevant.

The following table sets forth the high and low sales prices for our Class A common stock and Class B common stock for the fiscal periods indicated and as quoted on The NASDAQ Global Select Market SM and dividends declared.

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Fourth Quarter

As of February 2, 2024, there were approximately 18 record holders of Class A common stock and approximately 18 record holders of Class B common stock.

As of February 17, 2025, there were seventeen record holders of Class A common stock and nineteen record holders of Class B common stock.

On August 28, 2023, we effected a three-for-two stock split with respect to both our Class A and Class B common stock in the form of a stock dividend.

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On December 3, 2024, we announced the approval of a new stock repurchase program, effective December 3, 2024, authorizing management to repurchase, from time to time, up to an aggregate of $150.0 million of our shares of Class A common stock and/or Class B common stock.

Represents 456,837 shares of Class A common stock at an average price paid per share of $38.76 and 98,447 shares of Class B common stock at an average price paid per share of $44.45.

Represents 315,220 shares of Class A common stock at an average price paid per share of $37.52 and 26,614 shares of Class B common stock at an average price paid per share of $42.57.

Represents 1,326 shares of Class B common stock at an average price paid per share of $44.99.

Represents 1,200 shares of Class B common stock at an average price paid per share of $53.92.

Represents 87,424 shares of Class A common stock at an average price paid per share of $54.74 and 30,714 shares of Class B common stock at an average price paid per share of $54.62.

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Lithia Motors Inc, Paccar Inc, Penske Automotive Group Inc and Werner Enterprises Inc.

The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on December 31, 2018, and tracks it through December 31, 2023.

The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on 12/31/2019 and tracks it through 12/31/2024.

Rush Enterprises, Inc.

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The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Selected Financial Data

The information below was derived from the audited consolidated financial statements included in this report and reports we have previously filed with the SEC.

This information should be read together with those consolidated financial statements and the notes to those consolidated financial statements.

These historical results are not necessarily indicative of the results to be expected in the future.

The selected financial data presented below may not be comparable between periods in all material respects or indicative of our future financial position or results of operations due primarily to acquisitions which occurred during the periods presented.

See Note 15 to the Company’s Consolidated Financial Statements for a discussion of such acquisitions.

The selected financial data presented below should be read in conjunction with our other financial information included elsewhere herein.

Year Ended December 31,

SUMMARY OF INCOME STATEMENT DATA

(in thousands, except per share amounts)

New and used commercial vehicle sales

Aftermarket products and services sales

Lease and rental

Finance and insurance

Total revenues

Cost of products sold

Selling, general and administrative

Depreciation and amortization

Gain (loss) on sale of assets

Operating income

Interest expense, net

Income before income taxes

Provision (benefit) for income taxes

Noncontrolling interest

Net Income attributable to Rush Enterprises

Net income per common share:

Cash dividends declared per share

Weighted average shares outstanding:

Year Ended December 31,

OPERATING DATA

Unit vehicle sales −

Used vehicles

Total unit vehicles sales

Commercial vehicle lease and rental units

Year Ended December 31,

(in thousands)

BALANCE SHEET DATA

Working capital

Floor plan notes payable

Long-term debt, including current portion

Finance lease obligations, including current portion

Total shareholders’ equity

Not applicable

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

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We operate one segment - the Truck Segment.

The Truck Segment operates a network of commercial vehicle dealerships primarily under the name “Rush Truck Centers.” Most Rush Truck Centers are a franchised dealer for commercial vehicles manufactured by Peterbilt, International, Hino, Ford, Isuzu, Dennis Eagle, IC Bus or Blue Bird.

Through our strategically located network of Rush Truck Centers, we provide one-stop service for the needs of our commercial vehicle customers.

We offer an integrated approach to meeting customer needs by providing service, parts and collision repair (collectively, “Aftermarket Products and Services”) in addition to new and used commercial vehicle sales and leasing, insurance and financial services, vehicle upfitting, CNG fuel systems and vehicle telematics products.

We offer an integrated approach to meeting customer needs by providing service, parts and collision repair (collectively, “Aftermarket Products and Services”) in addition to new and used commercial vehicle sales, leasing, insurance and financial services, vehicle upfitting, CNG fuel systems through our joint venture with Cummins and vehicle telematics products.

Our goal is to continue to serve as the premier service solutions provider to the end-users of commercial vehicles.

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Aftermarket Products and Services accounted for 60.4% of our total gross profits in 2024.

On July 25, 2023, the Board of Directors of the Company declared a 3-for-2 stock split of the Company’s Class A common stock and Class B common stock, which was effected in the form of a stock dividend.

On July 25, 2023, the Board declared a 3-for-2 stock split of the Company’s Class A common stock and Class B common stock, which was effected in the form of a stock dividend.

On August 28, 2023, the Company distributed one additional share of stock for every two shares of Class A common stock, par value $0.01 per share, and Class B common stock, par value $0.01 per share, held by shareholders of record as of August 7, 2023.

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Our results of operations for the year ended December 31, 2024, are summarized below as follows:

Our gross revenues totaled $7,925.0 million, a 11.6% increase from gross revenues of $7,101.7 million in 2022.

Gross profit increased $105.9 million, or 7.1%, compared to 2022.

Our gross revenues totaled $7,804.7 million, a 1.5% decrease from gross revenues of $7,925.0 million in 2023.

Gross profit decreased $61.7 million, or 3.9%, compared to 2023.

Gross profit as a percentage of sales decreased to 19.6% in 2024, from 20.1% in 2023.

Our new Class 8 heavy-duty unit sales increased 4.0%, compared to 2022, which accounted for 6.2% of the total U.S.

Our new Class 8 heavy-duty unit sales decreased 11.4%, compared to 2023, which accounted for 6.1% of the total U.S.

market and 1.7% of the total Canadian market.

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market and 3.1% of the total Canadian market.

New light-duty truck unit sales decreased 9.4% in 2023, compared to 2022.

Used truck unit sales increased 0.6% in 2023, compared to 2022.

Aftermarket Products and Services revenues increased $189.7 million, or 8.0% to $2,562.1 million, compared to $2,372.4 million in 2022.

New light-duty truck unit sales increased 13.9% in 2024, compared to 2023.

Used truck unit sales decreased 0.1% in 2024, compared to 2023.

Aftermarket Products and Services revenues decreased $46.1 million, or 1.8% to $2,516.0 million, compared to $2,562.1 million in 2023.

Lease and rental revenues increased $1.2 million, or 0.3%, to $354.9 million, compared to 2023.

Selling, General and Administrative (“SG&A”) expenses increased $93.9 million, or 10.1%, to $1,021.7 million, compared to $927.8 million in 2022.

Selling, General and Administrative (“SG&A”) expenses decreased $26.1 million, or 2.6%, to $995.6 million, compared to $1,021.7 million in 2023.

Net interest expense increased $17.9 million, or 33.9%, in 2024, compared to 2023.

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Research”), a commercial vehicle industry data and forecasting service provider, new U.

Class 8 truck retail sales are estimated to total 214,300 truck units in 2024, a 21.1% decrease compared to 271,607 units sold in 2023.

Class 8 truck retail sales are estimated to total 252,000 truck units in 2025, a 1.9% increase compared to 247,337 units sold in 2024.

We expect our U.S.

market share of new Class 8 truck sales to range between 5.8% and 6.3% in 2025.

This market share percentage would result in the sale of approximately 13,500 to 14,500 new Class 8 trucks in 2024.

This market share percentage would result in the sale of 14,500 to 16,000 new Class 8 trucks in 2025.

We expect to sell approximately 500 additional new Class 8 trucks in Canada in 2025.

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market share of new Class 4 through 7 commercial vehicle sales to range between 5.4% and 5.8% in 2025.

This market share percentage would result in the sale of approximately 12,200 to 13,400 new Class 4 through 7 commercial vehicles in 2024.

This market share percentage would result in the sale of 14,500 to 15,500 new Class 4 through 7 commercial vehicles in 2025.

We expect to sell approximately 550 additional new Class 5 through 7 commercial vehicles in Canada in 2025.

We expect to sell approximately 1,800 to 2,000 light-duty vehicles and approximately 6,500 to 7,500 used commercial vehicles in 2024.

We expect to sell approximately 2,200 to 2,700 light-duty vehicles and 7,000 to 8,000 used commercial vehicles in 2025.

We expect lease and rental revenue to increase approximately 6.0% during 2025, compared to 2024.

We believe our Aftermarket Products and Services revenues will increase 1% to 5% in 2024, compared to 2023.

In 2024, we expect demand for Aftermarket Products and Services in the first half of the year to be consistent with demand in the second half of 2023.

We expect that challenging economic conditions that are currently affecting many of our customers, including high interest rates and low freight rates, will continue to negatively impact our Aftermarket Product and Services revenues through the first half of 2024.

However, we are hopeful that the current freight recession may begin to ease by late summer, which we believe could provide a tailwind to the aftermarket industry in the second half of 2024.

During 2024, we will continue to focus on our strategic initiatives, including supporting large national account customers and expanding our service technician workforce.

We expect that retail sales of new Class 8 trucks will decline compared to 2023, as pent-up demand in the market from the last few years has now been largely met.

Production of new Class 4 through 7 vehicles currently continues to increase and we believe that demand will likely be consistent with 2023, though delivery delays by truck body upfitters due to supply issues could negatively impact the timing of deliveries.

In addition, we continue to monitor inflation, interest rates and freight rates, which may negatively impact consumer spending and capital expenditures across a variety of industries we support.

In 2025, we expect demand for Aftermarket Products and Services to remain relatively weak through the first few months of 2025 due to the slower than expected freight recovery and continued low fleet utilization from our over-the-road customers.

However, we are optimistic that demand will pick up as the year progresses, and we believe that our continued focus on growing our national account customer base and our focus on other aftermarket strategic initiatives will result in aftermarket revenue growth this year.

Key Performance Indicator

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Our commercial vehicle dealerships achieved a 132.2% absorption ratio for the year ended December 31, 2024, and 135.3% absorption ratio for the year ended December 31, 2023.

Critical Accounting Policies and Estimates

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S.

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Inventories are stated at the lower of cost or net realizable value.

Cost is determined by specific identification of new and used commercial vehicle inventory and by the first-in, first-out method for tires, parts and accessories.

As the market value of our inventory typically declines over time, reserves are established based on historical loss experience and market trends.

These reserves are charged to cost of sales and reduce the carrying value of our inventory on hand.

Cost is determined by specific identification of new and used commercial vehicle inventory.

An allowance is provided when it is anticipated that cost will exceed net realizable value.

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Accordingly, the facts and financial circumstances impacting deferred income tax assets are reviewed quarterly and management’s judgment is applied to determine the amount of valuation allowance required, if any, in any given period.

Our income tax returns are periodically audited by tax authorities.

Tax authorities periodically audit our income tax returns.

These audits include questions regarding our tax filing positions, including the timing and amount of deductions.

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Although we believe that the judgments and estimates are reasonable, actual results could differ, and we may be exposed to losses or gains that could be material.

An unfavorable tax settlement would generally require use of our cash and result in an increase in our effective income tax rate in the period of resolution.

A favorable tax settlement would be recognized as a reduction in our effective income tax rate in the period of resolution.

An unfavorable tax settlement would require use of our cash and result in an increase in our effective income tax rate in the period of resolution.

A favorable tax settlement would generally be recognized as a reduction in our effective income tax rate in the period of resolution.

Our income tax expense includes the impact of reserve provisions and changes to reserves that we consider appropriate, as well as related interest.

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Heavy-Duty Truck Market

retail heavy-duty truck market is affected by a number of factors, including general economic conditions, fuel prices, other methods of transportation, environmental and other government regulation, interest rate fluctuations and customer business cycles.

retail heavy-duty truck market is affected by a number of factors, including general economic conditions, fuel prices, other methods of transportation, environmental and other government regulations, interest rate fluctuations and customer business cycles.

According to data published by A.C.T.

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We believe our one-stop center concept and the size and geographic diversity of our dealership network gives us a competitive advantage in providing these services.

Research currently estimates approximately 214,300 new Class 8 trucks will be sold in the United States in 2024, compared to approximately 271,607 new Class 8 trucks sold in 2023.

Research currently estimates 252,000 new Class 8 trucks will be sold in the United States in 2025, compared to approximately 247,337 new Class 8 trucks sold in 2024.

Research currently forecasts sales of new Class 8 trucks in the U.S.

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to be approximately 266,300 units in 2025, compared to 251,895 units in 2024.

Research currently forecasts sales of new Class 4 through 7 commercial vehicles in the U.S.

to be approximately 268,750 in 2025.

Year Ended December 31, 2024, Compared to Year Ended December 31, 2023

Total revenues increased $823.4 million, or 11.6%, in 2023, compared to 2022.

Our Aftermarket Products and Services revenues increased $189.7 million, or 8.0%, in 2023, compared to 2022.

The increase in Aftermarket Parts and Services revenues was primarily related to healthy demand for products and services during the first six months of 2023 and also related to the consolidation of RTC Canada into our operating results for the full year in 2023.

Our revenues from sales of new and used commercial vehicles increased $606.6 million, or 13.9%, in 2023, compared to 2022.

The increase in new commercial vehicle revenues was primarily a result of strong demand and increased production of commercial vehicles from the manufacturers we represent.

We sold 17,457 new Class 8 trucks in 2023, a 4.0% increase compared to 16,778 new heavy-duty trucks in 2022.

Total revenues decreased $120.3 million, or 1.5%, in 2024, compared to 2023.

Our Aftermarket Products and Services revenues decreased $46.1 million, or 1.8%, in 2024, compared to 2023.

The decrease in Aftermarket Parts and Services revenues was primarily related to the ongoing freight recession.

Our revenues from sales of new and used commercial vehicles decreased $69.1 million, or 1.4%, in 2024, compared to 2023.

The decrease in new and used commercial vehicle revenues was primarily a result of weak demand for Class 8 trucks caused by the ongoing freight recession and high interest rates, which was partially offset by strong demand for Class 4 through 7 medium-duty commercial vehicles.

We sold 15,465 new Class 8 trucks in 2024, a 11.4% decrease compared to 17,457 new heavy-duty trucks in 2023.

Our share of the new U.S.

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Our share of the new Canada Class 8 truck market was approximately 1.7% in 2024.

The increase in new Class 8 truck sales was primarily a result of strong demand and increased production of commercial vehicles from the manufacturers we represent.

The decrease in new commercial vehicle revenues was primarily a result of the ongoing freight recession and high interest rates.

We sold 13,935 new medium-duty commercial vehicles, including 1,230 buses, in 2024, a 5.1% increase compared to 13,264 new medium-duty commercial vehicles, including 1,564 buses, in 2023.

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The increase in our Class 4 through 7 commercial vehicle sales in 2024 was primarily a result of strong demand and increased production of commercial vehicles from the manufacturers we represent.

We sold 1,848 new light-duty vehicles in 2023, a 9.4% decrease compared to 2,039 new light-duty vehicles in 2022.

We sold 7,117 used commercial vehicles in 2023, an 0.6% increase compared to 7,078 used commercial vehicles in 2022.

We sold 2,105 new light-duty vehicles in 2024, a 13.9% increase compared to 1,848 new light-duty vehicles in 2023.

We sold 7,110 used commercial vehicles in 2024, a 0.1% decrease compared to 7,117 used commercial vehicles in 2023.

We expect used commercial vehicle demand to remain at current levels.

We expect that the rate at which used commercial vehicles are depreciating will continue to decrease and that valuations will stabilize during 2024.

We also expect that the rate at which used commercial vehicles are depreciating will continue to decrease and that valuations will continue to stabilize during 2025.

Commercial vehicle lease and rental revenues increased $1.2 million, or 0.3%, in 2024, compared to 2023.

This increase in commercial vehicle lease and rental revenues was primarily a result of strong demand for lease commercial vehicles.

This increase in commercial vehicle lease and rental revenues was primarily a result of steady demand for lease commercial vehicles, which was partially offset by decreased rental utilization.

Finance and insurance revenues decreased $2.3 million, or 9.4%, in 2024, compared to 2023.

This decrease is primarily due to the mix of purchasers of commercial vehicles.

During 2023, most of our sales were to larger fleets, which usually arrange their own financing and insurance.

We are more likely to provide financing to owner-operators and smaller fleets, which comprised a smaller percentage of commercial vehicle sales during 2023.

We are more likely provide financing to owner-operators and smaller fleets, which comprised a smaller percentage of commercial vehicle sales during 2024.

Finance and insurance revenues have limited direct costs and, therefore, contribute a disproportionate share of our operating profits.

Other revenues increased $1.0 million, or 3.9% in 2023, compared to 2022.

Other revenues decreased $3.9 million, or 14.5% in 2024, compared to 2023.

Other revenues consist primarily of the gains related to the disposition of our lease and rental fleet and document fees related to commercial vehicle sales.

Gross profit increased $105.9 million, or 7.1%, compared to 2022.

Gross profit decreased $61.7 million, or 3.9%, compared to 2023.

Gross profit as a percentage of sales decreased to 19.6% in 2024, from 20.1% in 2023.

This decrease in gross profit as a percentage of sales was a result of a change in our product sales mix.

Commercial vehicle sales, a lower margin revenue item, increased as a percentage of total revenues to 62.6% in 2023, from 61.3% in 2022.

Aftermarket Products and Services revenues, a higher margin revenue item, decreased as a percentage of total revenues to 32.3% in 2023, from 33.4% in 2022.

This decrease in gross profit as a percentage of sales was a result of a change in our customer sales mix and pricing pressure due to the ongoing freight recession.

Commercial vehicle sales, a lower margin revenue item, was 62.6% of total revenues in both 2024 and 2023.

Aftermarket Products and Services revenues, a higher margin revenue item, decreased slightly as a percentage of total revenues to 32.2% in 2024, from 32.3% in 2023.

Gross margins from our Aftermarket Products and Services operations decreased to 36.7% in 2024, from 37.2% in 2023.

This decrease is primarily related to continued stabilization of parts pricing and softening demand due to difficult economic conditions impacting many of our customers, especially our over-the-road customers.

Gross profit for Aftermarket Products and Services increased to $952.8 million in 2023, from $916.8 million in 2022.

This increase is primarily related strong parts and service demand in the first six months of 2023 and also related to the consolidation of RTC Canada into our operating results for twelve months in 2023.

Gross profit for Aftermarket Products and Services decreased to $924.5 million in 2024, from $952.8 million in 2023.

This decrease is primarily related to the ongoing freight recession.

Historically, parts operations’ gross margins range from 28% to 30% and service and collision center operations range from 66% to 68%.

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Gross margins on used commercial vehicle sales increased to 18.9% in 2024, from 12.4% in 2023.

This increase was primarily due to the strategic inventory management of our used commercial vehicle inventory.

This increase was primarily due to the successful execution of our used commercial vehicle sales strategy.

We expect margins on used commercial vehicles to range between 13.0% and 18.0% in 2025.

Gross margins from commercial vehicle lease and rental sales decreased to 28.0% in 2024, from 29.9% in 2023.

This decrease is primarily related to a decrease in rental utilization rates and increased maintenance costs for the lease and rental fleet.

This decrease is primarily related to a decrease in rental utilization rates.

We expect gross margins from lease and rental sales of approximately 27.0% to 29.0% during 2025.

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Selling, General and Administrative Expenses

SG&A expenses increased $93.9 million, or 10.1%, in 2023, compared to 2022.

This increase primarily resulted from increased personnel expense, increased selling expense and the consolidation of RTC Canada into our operating results for twelve months in 2023.

SG&A expenses decreased $26.1 million, or 2.6%, in 2024, compared to 2023.

This decrease primarily resulted from company initiatives to reduce operating expenses.

SG&A expenses as a percentage of total revenues decreased to 12.8% in 2024, from 12.9% in 2023.

Annual SG&A expenses as a percentage of total revenues have ranged from approximately 12.4% to 14.4% over the last five years.

Annual SG&A expenses as a percentage of total revenues have ranged from 12.4% to 14.4% over the last five years.

In general, when new and used commercial vehicle revenues increase as a percentage of total revenues, SG&A expenses as a percentage of total revenues will be at the lower end of this range.

For 2025, we expect SG&A expenses as a percentage of total revenues to range from 11.5% to 13.5%.

For 2024, we expect the selling portion of SG&A expenses to be approximately 25.0% to 30.0% of new and used commercial vehicle gross profit.

For 2025, we expect the selling portion of SG&A expenses to be 25.0% to 30.0% of new and used commercial vehicle gross profit.

Depreciation and Amortization Expense

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This increase in interest expense is a result of the increase in inventory levels and rising interest rates on our variable rate debt compared to 2023.

We expect net interest expense in 2024, compared to 2023, to increase due to interest related to our working capital lines of credit and floor plan debt, but the amount of the increase will depend on inventory levels, interest rate fluctuations and the amount of cash available to make prepayments on our floor plan arrangements.

We expect net interest expense in 2025 to decrease compared to 2024 due to decreased commercial vehicle inventory levels and lower interest rates.

Income before Income Taxes

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Our short-term cash requirements are primarily for working capital, inventory financing, the renovation and expansion of existing facilities and the construction or purchase of new facilities.

Historically, these cash requirements have been met through the retention of profits, borrowings under our floor plan arrangements and bank financings.

Historically, these cash requirements have been met through the retention of profits and borrowings under our floor plan arrangements and other credit agreements.

As of December 31, 2024, we had working capital of approximately $736.1 million, including $228.1 million in cash, available to fund our operations.

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From time to time, we utilize our excess cash on hand to pay down our outstanding borrowings under our various credit agreements.

The resulting interest earned on the Floor Plan Credit Agreement is recognized as an offset to our interest expense.

The resulting interest earned is recognized as an offset to our interest expense.

We continually evaluate our liquidity and capital resources based upon:

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(ii) the funds that we expect to generate through future operations;

(iii) current and expected borrowing availability under our secured line of credit, working capital lines of credit available under certain of our credit agreements and our Floor Plan Credit Agreement;

(iii) current and expected borrowing availability under our secured line of credit, working capital lines of credit available under certain of our credit agreements and both our Peterbilt and BMO Floor Plan Credit Agreements;

and (iv) the potential impact of our capital allocation strategy and any contemplated or pending future transactions, including, but not limited to, acquisitions, equity repurchases, dividends, or other capital expenditures.

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There were no advances outstanding under this secured line of credit as of December 31, 2024, however, $18.8 million was pledged to secure various letters of credit related to self-insurance products, leaving $6.2 million available for future borrowings as of December 31, 2024.

Our floor plan financing agreements and the WF Credit Agreement require us to satisfy various financial ratios such as the leverage ratio, the asset coverage ratio and the fixed charge coverage ratio.

As of December 31, 2023, we were in compliance with all debt covenants related to debt secured by lease and rental units, our floor plan credit agreements and the WF Credit Agreement.

The BMO Floor Plan Credit Agreement and the WF Credit Agreement require us to satisfy various financial ratios such as the leverage ratio, the asset coverage ratio and the fixed charge coverage ratio.

As of December 31, 2024, we were in compliance with all debt covenants related to debt secured by lease and rental units, the BMO Floor Plan Credit Agreement and the WF Credit Agreement.

We do not anticipate any breach of the covenants in the foreseeable future.

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During the fourth quarter of 2024, we paid a cash dividend of $14.3 million.

Additionally, on February 13, 2024, our Board of Directors declared a cash dividend of $0.17 per share of Class A and Class B common stock, to be paid on March 18, 2024, to all shareholders of record as of February 27, 2024.

Additionally, on February 17, 2025, our Board of Directors declared a cash dividend of $0.18 per share of Class A and Class B common stock, to be paid on March 18, 2025, to all shareholders of record as of March 3, 2025.

The total dividend disbursement is estimated to be approximately $14.3 million.

We expect to continue paying cash dividends on a quarterly basis.

However, there is no assurance as to future dividends because the declaration and payment of such dividends is subject to the business judgment of our Board of Directors and will depend on historic and projected earnings, capital requirements, covenant compliance and financial conditions and such other factors as our Board of Directors deem relevant.

On December 5, 2023, we announced that our Board of Directors approved a new stock repurchase program authorizing management to repurchase, from time to time, up to an aggregate of $150.0 million of our shares of Class A common stock and/or Class B common stock.

However, there is no assurance as to future dividends because the declaration and payment of such dividends is subject to the business judgment of our Board and will depend on historic and projected earnings, capital requirements, covenant compliance and financial conditions and such other factors as our Board deems relevant.

On December 2, 2024, we announced that our Board approved a new stock repurchase program authorizing management to repurchase, from time to time, up to an aggregate of $150.0 million of our shares of Class A common stock and/or Class B common stock.

In connection with the adoption of the new stock repurchase plan, we terminated the prior stock repurchase plan, which was scheduled to expire on December 31, 2024.

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Cash used in operating activities included an aggregate of $23.5 million net change in operating assets and liabilities.

Included in the net change in operating assets and liabilities were primarily the result of $28.8 million from the decrease in customer deposits and $7.2 million from the decrease in accrued liabilities which were offset primarily by cash outflows of $38.3 million from an increase in accounts receivable, $10.6 million from the decrease in accounts payable and $297.7 million from an increase in inventory.

The majority of commercial vehicle inventory is financed through our floor plan credit agreements.

During 2022, operating activities resulted in net cash provided by operations of $294.4 million.

Net cash provided by operating activities primarily consisted of $392.1 million in net income, as well as non-cash adjustments related to depreciation and amortization of $199.1 million, deferred income tax of $4.3 million and stock-based compensation of $25.3 million.

Net change in operating assets and liabilities were primarily the result of $34.8 million from the decrease in customer deposits and $12.2 million from the decrease in accrued liabilities, which were offset primarily by cash outflows of $91.7 million from an increase in accounts receivable, $81.9 million from the decrease in accounts payable and $85.1 million from an increase in inventory.

The majority of our commercial vehicle inventory is financed through our floor plan credit agreements.

During 2023, operating activities resulted in net cash provided by operating activities primarily consisted of $348.1 million in net income, as well as non-cash adjustments related to depreciation and amortization of $221.1 million, provision for deferred income tax of $7.6 million and stock-based compensation of $30.4 million.

Cash used in operating activities included an aggregate of $310.6 million net change in operating assets and liabilities.

Included in the net change in operating assets and liabilities were primarily the result of $31.4 million from the increase in accounts payable, $34.1 million from the increase in customer deposits and $32.8 million from the increase in accrued liabilities which were offset primarily by cash outflows of $74.6 million from an increase in accounts receivable and $324.5 million from an increase in inventory.

Net change in operating assets and liabilities were primarily the result of $28.8 million from the decrease in customer deposits and $7.2 million from the decrease in accrued liabilities, which were offset primarily by cash outflows of $38.3 million from an increase in accounts receivable, $10.6 million from the decrease in accounts payable and $297.7 million from an increase in inventory.

Cash Flows from Investing Activities

During 2024, cash used in investing activities totaled $445.6 million.

Cash flows used in investing activities consist primarily of cash used for capital expenditures and business acquisitions.

Cash used for business acquisitions was $16.1 million during the year ended December 31,2023.

Cash flows used in investing activities consist primarily of cash used for capital expenditures, business acquisitions and notes receivable from an affiliate.

Cash used for business acquisitions was $16.4 million and cash used for a notes receivable from an affiliate was $9.5 million during the year ended December 31, 2024.

See Note 15 of the Notes to Consolidated Financial Statements for a detailed discussion of the business acquisitions.

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Cash flows used in financing activities include borrowings and repayments of long-term debt and net payments of floor plan notes payable.

During 2023, our financing activities resulted in net cash received in financing of $74.0 million.

During 2024, our financing activities resulted in net cash used in financing of $129.3 million.

The cash outflows consisted primarily of $1,846.8 million used for principal repayments of long-term debt and finance lease obligations and $10.1 million for taxes paid related to net share settlement of equity awards.

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These cash outflows were partially offset by $54.3 million from net draws on floor plan notes payable (non-trade), borrowings of $1,844.5 million of long-term debt and $25.4 million from the issuance of shares related to equity compensation plans.

During 2022, our financing activities resulted in net cash used in financing of $0.7 million.

The cash outflows consisted primarily of $1,099.2 million used for principal repayments of long-term debt and capital lease obligations during 2022 and $8.7 million for taxes paid related to net share settlement of equity awards.

During 2024, our financing activities resulted in net cash received in financing of $74.0 million.

The cash outflows consisted primarily of $1,309.3 million used for principal repayments of long-term debt and finance lease obligations and $7.0 million for taxes paid related to net share settlement of equity awards.

Additionally, during 2024, we paid cash dividends of $50.6 million and used $211.8 million to repurchase shares of Rush Class A common stock and Rush Class B common stock.

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On December 31, 2024, we had approximately $153.4 million outstanding under the WF Credit Agreement.

On November 1, 2023, we entered into the PLC Agreement.

Pursuant to the terms of the PLC Agreement, PLC agreed to make up to $300.0 million of revolving credit loans to finance certain of our capital expenditures, including commercial vehicle purchases and other equipment to be leased or rented through our PacLease franchises.

On November 1, 2023, we entered into the PLC Agreement with PACCAR Leasing Company, a division of PFC.

Pursuant to the terms of the PLC Agreement, as amended by that certain amendment entered into on December 16, 2024, PLC agreed to make up to $500.0 million of revolving credit loans to finance certain of our capital expenditures, including commercial vehicle purchases and other equipment to be leased or rented through our PacLease franchises.

We may borrow, repay and reborrow amounts pursuant to the PLC Agreement from time to time until the maturity date, provided, however, that the outstanding principal amount on any date shall not exceed the borrowing base.

In addition, we must maintain a minimum balance of $190.0 million.

In addition, we must maintain a minimum balance of $220.0 million or we are subject to an unused commitment fee 0.20% of the amount by which the average daily outstanding principal balance of the loan during such quarter is less than $220.0 million.

Advances under the PLC Agreement bear interest per annum, payable on the fifth day of the following month, at our option, at either (A) the prime rate, minus 2.10%, provided that the floating rate of interest is subject to a floor of 0%, or (B) a fixed rate, to be determined between us and PLC in each instance of borrowing at a fixed rate.

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Navistar Financial Corporation and Peterbilt offer trade terms that provide an interest-free inventory stocking period for certain new commercial vehicles.

This interest-free period is generally 15 to 60 days.

If the commercial vehicle is not sold within the interest-free period, we finance the commercial vehicle under the Floor Plan Credit Agreement.

On September 14, 2021, we entered into Floor Plan Credit Agreement with BMO Harris and the lenders signatory thereto.

The Floor Plan Credit Agreement includes an aggregate loan commitment of $1.0 billion.

Prior to June 1, 2023, borrowings under the Floor Plan Credit Agreement bore interest at an annual rate equal to (A) the greater of (i) zero and (ii) one month LIBOR, determined on the last day of the prior month, plus (B) 1.10% and were payable monthly.

On May 31, 2023, we entered into the First Amendment to the Floor Plan Credit Agreement that changed the benchmark interest rate to Term SOFR, as defined in the amendment.

Effective June 1, 2023, borrowings under the Floor Plan Credit Agreement bear interest per annum, payable monthly, at (A) the greater of (i) zero and (ii) Term SOFR, plus (B) 1.20%.

Borrowings under the Floor Plan Credit Agreement for the purchase of used inventory are limited to $150.0 million and loans for working capital purposes are limited to $200.0 million.

The Floor Plan Credit Agreement expires September 14, 2026, although BMO Harris has the right to terminate at any time upon 360 days written notice and we may terminate at any time, subject to specified limited exceptions.

On December 31, 2023, we had approximately $984.4 million outstanding under the Floor Plan Credit Agreement.

The average daily outstanding borrowings under the Floor Plan Credit Agreement were $870.1 million during the twelve months ended December 31, 2023.

We utilize our excess cash on hand to pay down our outstanding borrowings under the Floor Plan Credit Agreement, and the resulting interest earned is recognized as an offset to our gross interest expense under the Floor Plan Credit Agreement.

This interest-free period is 15 to 60 days.

If the commercial vehicle is not sold within the interest-free period, we finance the commercial vehicle under the PFC Floor Plan Credit Agreement or the BMO Floor Plan Credit Agreement.

On December 16, 2024, we entered into the new PFC Floor Plan Credit Agreement with PFC.

The PFC Floor Plan Credit Agreement includes an aggregate loan commitment of $800.0 million for the financing of new Peterbilt trucks, tractors, chassis and other related equipment manufactured by Peterbilt.

Borrowings under the PFC Floor Plan Credit Agreement bear interest per annum, payable on the fifth day of the following month, at our option, at either (A) the prime rate, minus 2.10%, provided that the floating rate of interest is subject to a floor of 0%, or (B) a fixed rate, to be determined between us and PFC in each instance of borrowing at a fixed rate.

The PFC Floor Plan Credit Agreement expires December 16, 2029, although either party has the right to terminate the PFC Floor Plan Credit Agreement at any time upon 360 days written notice.

On December 31, 2024, we had approximately $492.7 million outstanding under the PFC Floor Plan Credit Agreement.

We utilize our excess cash on hand to pay down our outstanding borrowings under the PFC Floor Plan Credit Agreement, and the resulting interest earned is recognized as an offset to our gross interest expense under the PFC Floor Plan Credit Agreement.

On September 14, 2021, we entered into the BMO Floor Plan Credit Agreement (as amended) with BMO and the lenders signatory thereto.

This agreement had an aggregate loan commitment of $1.0 billion, which we utilized to finance all of our new and used commercial vehicle inventory in the United States until we entered into the PFC Floor Plan Credit Agreement.

On December 12, 2024, we entered into an amendment of the BMO Floor Plan Credit Agreement.

Pursuant to the terms of the amendment, the aggregate loan commitment was reduced from $1.0 billion to $675.0 million and the definition of “Inventory” was amended to remove trucks, tractors and chassis manufactured by Peterbilt.

We utilize the BMO Floor Plan Credit Agreement to finance all of our new commercial vehicle inventory, except for equipment manufactured by Peterbilt, and all of our used commercial vehicle inventory and for working capital purposes.

Borrowings under the BMO Floor Plan Credit Agreement bear interest per annum, payable monthly, at (A) the greater of (i) zero and (ii) Term SOFR (as defined in the agreement), plus (B) 1.20%.

Borrowings under the BMO Floor Plan Credit Agreement for the purchase of used inventory are limited to $150.0 million and loans for working capital purposes are limited to $200.0 million.

The BMO Floor Plan Credit Agreement expires December 31, 2029, although BMO Bank N.A.

has the right to terminate at any time upon 360 days written notice and we may terminate at any time, subject to specified limited exceptions.

On December 31, 2024, we had approximately $389.3 million outstanding under the BMO Floor Plan Credit Agreement.

The average daily outstanding borrowings under the BMO Floor Plan Credit Agreement were $956.4 million during the twelve months ended December 31, 2024.

We utilize our excess cash on hand to pay down our outstanding borrowings under the BMO Floor Plan Credit Agreement, and the resulting interest earned is recognized as an offset to our gross interest expense under the BMO Floor Plan Credit Agreement.

On May 31, 2022, RTC Canada entered into the RTC Canada Revolving Credit Agreement with BMO.

Pursuant to the terms of the RTC Canada Revolving Credit Agreement, BMO agreed to make up to $120.0 million CAD of revolving credit loans to finance certain of RTC Canada’s capital expenditures, including commercial vehicle purchases and other equipment to be leased or rented through RTC Canada’s Idealease franchise, with an additional $20.0 million available upon the request of RTC Canada and consent of BMO.

Advances under the RTC Canada Revolving Credit Agreement bear interest per annum, payable on the first business day of each calendar month, at CDOR, plus 1.35%.

Pursuant to the terms of the RTC Canada Revolving Credit Agreement, BMO agreed to make up to $120.0 million CAD of revolving credit loans to finance certain of RTC Canada’s capital expenditures, including commercial vehicle purchases and other equipment to be leased or rented through RTC Canada’s Idealease franchise, with an additional $20.0 million CAD available upon the request of RTC Canada and consent of BMO.

Borrowings under the RTC Canada Revolving Credit Agreement bear interest per annum payable monthly at CORRA, plus 1.72%.

The RTC Canada Revolving Credit Agreement expires September 14, 2026.

On December 31, 2024, we had approximately $50.4 million CAD outstanding under the RTC Canada Revolving Credit Agreement.

On July 15, 2022, RTC Canada entered into the RTC Canada Floor Plan Agreement with BMO.

Pursuant to the terms of the Agreement, BMO agreed to make up to $116.7 million CAD of revolving credit loans to finance RTC Canada’s purchase of new and used vehicle inventory.

On July 15, 2022, RTC Canada entered into the RTC Canada Floor Plan Credit Agreement (as amended) with BMO.

Pursuant to the terms of the RTC Canada Floor Plan Credit Agreement, BMO agreed to make up to $116.7 million CAD of revolving credit loans to finance RTC Canada’s purchase of new and used vehicle inventory.

Loans to purchase used vehicle inventory are limited to twenty percent (20%) of the credit limit available at such time.

RTC Canada may borrow, repay and reborrow loans from time to time until the maturity date, provided, however, that the outstanding principal amount on any date shall not exceed the credit limits set forth above with respect to new and used vehicles.

Prior to June 1, 2023, advances under the RTC Canada Floor Plan Agreement bore interest per annum, payable on the first business day of each calendar month, at CDOR, plus 0.90% and in the case of an advance required to be made in USD dollars, at LIBOR, plus 1.10%.

On June 1, 2023, RTC Canada entered into the First Amendment to the RTC Canada Floor Plan Agreement that changed the interest rate in the case of an advance required to be made in USD dollars to Term SOFR, as defined in the amendment.

Effective June 1, 2023, advances required to be made in USD dollars under the RTC Canada Floor Plan Agreement bear interest per annum, payable monthly, at Term SOFR, plus 1.20%.

The RTC Canada Floor Plan Agreement expires September 14, 2026.

On December 31, 2023, we had approximately $55.9 million CAD outstanding under the RTC Canada Floor Plan Agreement.

Navistar Financial Corporation and Peterbilt offer trade terms that provide an interest-free inventory stocking period for certain new commercial vehicles.

This interest-free period is generally 15 to 60 days.

If the commercial vehicle is not sold within the interest-free period, we then finance the commercial vehicle under the Floor Plan Credit Agreement.

Advances required to be made in CAD dollars under the RTC Canada Floor Plan Credit Agreement bear interest per annum, payable monthly, at CORRA, plus 1.27%.

Advances required to be made in USD dollars bear interest per annum, payable monthly, at SOFR (as defined in the agreement), plus 1.20%.

The RTC Canada Floor Plan Credit Agreement expires September 14, 2026.

On December 31, 2024, we had approximately $78.2 million CAD outstanding under the RTC Canada Floor Plan Credit Agreement.

The average daily outstanding borrowings under the RTC Canada Floor Plan Credit Agreement were $80.7 million during the twelve months ended December 31, 2024.

We utilize our excess cash on hand to pay down our outstanding borrowings under the RTC Canada Floor Plan Credit Agreement, and the resulting interest earned is recognized as an offset to our gross interest expense under the RTC Canada Floor Plan Credit Agreement.

Our business is dependent on a number of factors including general economic conditions, fuel prices, interest rate fluctuations, freight rates, credit availability, environmental and other government regulations and customer business cycles.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity