What changed in this filing

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Item 9A. Controls and Procedures

2025-02-24 compared with 2024-02-23 · 52 added, 18 removed, 195 unchanged (26% of the section changed)

37 unchanged sentences

/s/ Ernst & Young LLP

We have served as the Company ’ s auditor since 2002.

San Antonio, Texas

1 unchanged sentence

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

3 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information called for by Item 12 of Form 10-K, other than the equity compensation plan information set forth herein, is incorporated herein by reference to such information included in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders.

The information called for by Item 12 of Form 10-K, is incorporated herein by reference to such information included in the Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders.

Certain Relationships and Related Transactions, and Director Independence

40 unchanged sentences

000-20797) for the year ended December 31, 2010)

Form of Rush Enterprises, Inc.

2006 Non-Employee Director Stock Option Agreement (incorporated herein by reference to Exhibit 4.4 of the Company’s Registration Statement No.

333-138556 on Form S-8 filed November 9, 2006)

Rush Enterprises, Inc.

2 unchanged sentences

Form of Rush Enterprises, Inc.

Amended and Restated 2007 Long-Term Incentive Plan Stock Option Award Agreement

Amended and Restated 2007 Long-Term Incentive Plan Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.5 of the Company’s Annual Report on Form 10-K (File No.

000-20797) filed December 31, 2023)

Form of Rush Enterprises, Inc.

Amended and Restated 2007 Long-Term Incentive Plan Restricted Stock Award Agreement

Amended and Restated 2007 Long-Term Incentive Plan Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K (File No.

000-20797) filed December 31, 2023)

Rush Enterprises, Inc.

20 unchanged sentences

000-20797) filed June 6, 2023)

Credit Agreement, dated as of September 14, 2021 by and among Rush Enterprises, Inc., the subsidiaries of Rush party thereto as borrowers, the Lenders signatory thereto and Wells Fargo Bank, National Association, as Administrative Agent (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No.

000-20797) filed September 20, 2021)

Second Amendment to the Fifth Amended and Restated Credit Agreement, dated as of December 12, 2024, by and among the Company and certain of its subsidiaries, the Lenders signatory thereto, Frost Bank and BMO Bank N.A., as administrative agent and collateral agent for the Lenders (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

000-20797) filed December 18, 2024)

Guaranty Agreement, dated December 31, 2010, by Rush Enterprises, Inc.

2 unchanged sentences

000-20797) filed January 6, 2011)

000-20797) filed September 20, 2021)

First Amendment to Credit Agreement, dated as of November 30, 2022 by and among Rush Enterprises, Inc.

4 unchanged sentences

000-20797) filed December 22, 2023)

Third Amendment to Credit Agreement, dated as of December 17, 2024 by and among Rush Enterprises, Inc.

and certain of its subsidiaries, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent

Collateral Agreement, dated as of September 14, 2021, executed by Rush Enterprises, Inc.

7 unchanged sentences

000-20797) filed November 6, 2023)

$300.0 million Promissory Note dated November 1, 2023 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No.

000-20797) filed November 6, 2023)

Corporate Guarantee dated November 1, 2002, issued by Rush Enterprises, Inc.

1 unchanged sentence

000-20797) filed October 7, 2021)

First Amendment to Second Amended and Restated Inventory Financing and Purchase Money Security Agreement, dated as of April 9, 2024, by and between Rush Truck Leasing, Inc.

and PACCAR Leasing Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

000-20797) filed April 15, 2024)

Second Amendment to Second Amended and Restated Inventory Financing and Purchase Money Security Agreement, dated as of December 16, 2024, by and between Rush Truck Leasing, Inc.

and PACCAR Leasing Company (incorporated herein by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K (File No.

000-20797) filed December 18, 2024)

Second Amended and Restated Promissory Note to PACCAR Leasing Company dated December 16, 2024 (incorporated herein by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K (File No.

000-20797) filed December 18, 2024)

Inventory Finance and Purchase Money Security Agreement, dated as of December 16, 2024, by and among Rush Peterbilt Truck Centers, Rush Enterprises, Inc., as agent and borrower representative of Rush Peterbilt Truck Centers and PACCAR Financial Corp.

(incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No.

000-20797) filed December 18, 2024)

Promissory Note to PACCAR Financial Corp.

dated December 16, 2024 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K (File No.

000-20797) filed December 18, 2024)

Corporate Guaranty dated December 16, 2024, issued by Rush Enterprises, Inc.

in favor of PACCAR Financial Corp.

(incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K (File No.

000-20797) filed December 18, 2024)

Bank of Montreal Revolving Lease and Rental Credit Agreement, dated May 31, 2022, between Rush Truck Centres of Canada Limited and Bank of Montreal (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

000-20797) filed June 6, 2022)

First Amended and Restated BMO Wholesale Financing and Security Agreement, dated as of July 15, 2022, between Rush Truck Centres of Canada Limited and Bank of Montreal (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

000-20797) filed July 21, 2022)

First Amendment to First Amended and Restated BMO Wholesale Financing and Security Agreement, dated as of May 31, 2023, by and among RTC-Canada and BMO (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No.

First Amendment to the BMO Lease and Rental Credit Agreement, dated as of June 1, 2024, by and among RTC-Canada, the Company and BMO (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

000-20797) filed June 6, 2024)

2 unchanged sentences

000-20797) filed July 21, 2022)

000-20797) filed June 6, 2023)

Second Amendment to the Amended and Restated BMO Wholesale Financing and Security Agreement, dated as of June 1, 2024, by and among RTC-Canada and BMO (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No.

000-20797) filed June 6, 2024)

Senior Advisor Agreement, effective as of November 1, 2024, by and among Rush Administrative Services, Inc., Rush Enterprises, Inc.

and Michael J.

McRoberts (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

000-20797) filed October 30, 2024)

Rush Enterprises, Inc Insider Trading Policy

Subsidiaries of the Company

7 unchanged sentences

Rush Enterprises, Inc.

Clawback Policy

Clawback Policy (incorporated herein by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K (File No.

000-20787) for the year ended December 3, 2023

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12 unchanged sentences

RUSH ENTERPRISES, INC.

” RUSTY ” RUSH

M.” RUSTY” RUSH

February 21, 2025

11 unchanged sentences

(Principal Financial and Accounting Officer)

/s/ MICHAEL MCROBERTS

Chief Operating Officer and Director

/s/ Jason Wilder

Chief Operating Officer

February 21, 2025

Michael McRoberts

/s/ THOMAS A.

13 unchanged sentences

February 21, 2025

/s/ MICHAEL MCROBERTS

Director and Senior Advisor to the Company

February 21, 2025

Michael McRoberts

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 9A. Controls and Procedures